Mar 31, 2023
The Directors have pleasure in presenting the 32nd Annual Report, together with the Audited Financial Statements of the Company for the Financial Year ("FY") ended March 31,2023.
(Rs. in Lakhs) |
||||
Item |
STAND-ALONE |
CONSOLIDATED |
||
FY 2022-23 |
FY 2021-22 |
FY 2022-23 |
FY 2021-22 |
|
Total Revenue |
31,939.18 |
75,712.87 |
47,870.97 |
91,779.05 |
Total Expenses |
60,587.08 |
96,215.72 |
1,00,658.57 |
1,40,750.84 |
Profit/ (loss) before Exceptional Items and tax |
(28,647.90) |
(20,502.85) |
(52,787.60) |
(48,971.79) |
Exceptional Items |
(8,056.87) |
- |
(12,437.87) |
- |
Less:Tax Expenses/(Benefit) |
8,486.00 |
414.35 |
14,696.50 |
414.14 |
Profit/ (loss) after tax |
(45,190.77) |
(20,917.20) |
(79,921.97) |
(49,385.93) |
Share of Profit/(loss) in Associates |
- |
- |
(206.33) |
(0.31) |
Profit/ (loss) for the year |
(45,190.77) |
(20,917.20) |
(80,128.30) |
(49,386.24) |
Other comprehensive income |
(9.41) |
78.75 |
(9.41) |
78.75 |
Total comprehensive income for the year |
(45,200.18) |
(20,838.45) |
(80,137.71) |
(49,307.49) |
Net profit/(loss) attributable to: |
||||
a) Shareholders of the Company |
(45,200.18) |
(20,838.45) |
(80,027.51) |
(49,150.92) |
b) Non-controlling interest |
- |
- |
(110.20) |
(156.57) |
Paid up Equity Shares of the Company |
21,759.06 |
21,759.06 |
21,759.06 |
21,759.06) |
Other Equity |
35,376.07 |
80,576.25 |
(1,32,042.48) |
(52,060.09) |
2. REVIEW OF OPERATIONS AND STATE OF COMPANY''S AFFAIRS
During the year under review, on stand-alone basis, the Company has earned total revenue of '' 31,939.18 Lakhs as against '' 75,712.87 Lakhs in 2021-2022 and incurred a net loss of '' (45,190.77) Lakhs as against a net loss of '' (20,917.20) Lakhs incurred during 2021-2022.
During the year under review, on consolidated basis, the Company has earned total revenue of '' 47,870.97 Lakhs as against '' 91,779.05 Lakhs in 2021-2022 and incurred a net loss of '' (80,128.30) Lakhs as against a net loss of '' (49,386.24) Lakhs incurred during 2021-2022.
Earnings per Share ("EPS") of the Company stood at '' (10.38) on stand-alone basis and '' (18.39) on consolidated basis in 2022-2023.
There has been no change in the nature of business of your Company. A detailed business-wise review of the operations of the Company is included in the Management Discussion and Analysis section of this Annual Report.
3. MATERIAL CHANGES AND/OR COMMITMENTS AFFECTING THE FINANCIAL POSITION OF YOUR COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF SIGNING OF THIS REPORT
No material changes and/or commitments affecting the financial position of your Company have occurred between the end of the Financial Year and the date of signing of this Report.
The Authorized Share Capital of the Company is '' 350,00,00,000/- divided into 60,00,00,000 Equity Shares
of '' 5/- each and 5,00,00,000 Preference Shares of '' 10/-each. The Issued, Subscribed and Paid-up Share Capital of the Company is '' 217,59,05,850/- divided into 43,51,81,170 Equity Shares of '' 5/- each.
there was no change in the Share Capital of the Company during the year under review.
In view of loss incurred during the Financial Year ended March 31,2023 coupled with constrained liquidity position of the Company, your Directors have considered it appropriate not to recommend any dividend.
Pursuant to Regulation 43A of the Securities and exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended, the Company has a ''Dividend Distribution Policy'', which is available on the Company''s website and can be accessed at the link: http://www. parsvnath.com/investors/iulr/dividend-distribution-policy/.
The Company has not transferred any amount to General Reserve during the Financial Year 2022-23.
In terms of the provisions of Section 71 of the Companies Act, 2013 ("the Act") read with the Companies (Share Capital and Debentures) Rules, 2014, as amended, Debenture Redemption Reserve is not required to be created for Privately Placed Debentures.
During the year under review, the Company has not redeemed any secured and unsecured Debentures. However, as per the agreement with debenture holder who is holding Series XIV NCDs, the debenture holders had permitted to extend the time for redemption till March 31, 2023 but due unavoidable circumstances the Company has not able to redeem the same and now the Company is under discussion with debenture holders for further extension of time for redemption of debentures.
During the year under review, the Company has not accepted fixed deposits from the public.
The Equity Shares of the Company are listed on National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE"). The Listing Fee for the Financial Year 2023-24 has been paid by the Company to both NSE and BSE.
The Annual Return of the Company, in Form MGT-7, may be accessed on the Company''s website at the link: https:// www.parsvnath.com/investors/iulr/annual-returns/ as per the provisions of Section 92 of the Act.
11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
As on March 31, 2023, the Company had 22 Subsidiaries (including a foreign subsidiary), 1 joint venture and 2 Associate Companies, in terms of the provisions of the Act.
The project-specific or sector-specific Subsidiary Companies ensure maximum utilization of available resources through focused attention on specific activities.
Pursuant to the provisions of Section 129(3) of the Act, a statement containing brief financial details of the Company''s Subsidiaries and Associate Companies for the Financial Year ended March 31, 2023 in Form AOC-1 is attached to the Financial Statements of the Company. The details as required under Rule 8 of the Companies (Accounts) Rules, 2014 regarding the performance and financial position of each of the Subsidiaries and Associate Companies forms part of the Consolidated Financial Statements of the Company for the Financial Year ended March 31,2023.
Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company (including Consolidated Financial Statements) alongwith relevant documents and separate audited accounts in respect of its Subsidiary Companies are available on the website of the Company at www.parsvnath.com. The annual accounts of these Subsidiaries and the related detailed information will also be made available electronically to any shareholder of the Company / its Subsidiary Companies, on request.
As at March 31, 2023, Three (3) subsidiary Companies have become ''Material Subsidiary Companies'', as per the
provisions of the SEBI Listing Regulations and in terms of the Company''s Policy for determining Material Subsidiaries. The said Policy can be accessed on the Company''s website at the link: http://www.parsvnath.com/investors/iulr/policy-for-
determining-material-subsidiaries/.
Consolidated Financial Statements
In accordance with the provisions of the Act, implementation requirements of Indian Accounting Standards ("Ind-AS") Rules on accounting and disclosure requirements and the SEBI Listing Regulations, the Audited Consolidated Financial Statements are provided in the Annual Report of the Company for the Financial Year 2022-23.
12. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
During the Financial Year under review, all contracts / arrangements / transactions entered by the Company with related parties were in the ordinary course of business and on an arm''s length basis, with specific approvals obtained, wherever necessary. Also, the Company has obtained prior omnibus approval for related party transactions occurred during the year for transactions which are of repetitive nature and / or entered in the ordinary course of business, at arm''s length.
Contract / Arrangement with Related Party under Section 188 of the Act
During the year under review, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material under Section 188 of the Act. In view of the above, the requirement of giving particulars of contracts / arrangements made with related parties in Form AOC-2 is not applicable for the year under review.
The related party transactions undertaken during the Financial Year 2022-23 are detailed in the Notes to Accounts of the Financial Statements.
The Policy for determination of materiality of related party transactions and dealing with related party transactions, as approved by the Board, can be accessed on the Company''s website at the link:http://www.parsvnath.com/investors/ iulr/related-party-transaction-policy/.
13. LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT
As your Company is engaged in the business of real estate development, included in the term ''Infrastructural projects/ facilities'' under Schedule VI to the Act, the provisions of Section 186 of the Act related to loans made, guarantees given or securities provided are not applicable to the Company. However, the details of the same are provided in the Financial Statements.
14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review, forming part of the Board''s Report, as stipulated under Regulation 34 (2)(e) read with Schedule V to the SEBI Listing Regulations, is attached.
The Company is committed to benchmarking itself with best practices of Corporate Governance. It has put in place an effective Corporate Governance system which ensures that provisions of the Act and SEBI Listing Regulations are duly complied with, not only in letter but also in spirit.
The Board has also evolved and adopted a Code of Conduct based on the principles of good Corporate Governance and best management practices. The said Code is available on the website of the Company at https://www.parsvnath.com/ investors/iulr/code-of-conduct-2/.
The Company is in compliance with the Corporate Governance guidelines as stipulated under SEBI Listing Regulations. A report on the matters mentioned in the said Regulations and the practices followed by the Company are detailed in Corporate Governance Report which forms part of this report. A certificate of a Practising Company Secretary confirming compliance with the conditions of Corporate Governance is attached thereto.
16. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Your Company was not under the list of Top 1000 Companies (based on Market Capitalization) as on March 31, 2022 and 31st March 2023. Therefore, as per the amended Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report ("BRSR") is not applicable to the Company.
However, the company was in the top 1000 listed entities only for the financial year ending on March 31, 2021. Therefore its obligation under the provisions was only limited to the submission of Business Responsibility Report (BBR) for the Financial Year 2021-22 only.
17. CORPORATE SOCIAL RESPONSIBILITY (âCSR'')
An Annual Report on CSR in compliance with the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure-I to this report, in the prescribed format.
The CSR Policy of the Company, as approved by the Board, is available on the website of the Company and can be accessed through the web link http://www.parsvnath.com/ investors/iulr/corporate-social-responsibility-policy/
The salient features of the policy are mentioned in the Corporate Governance Report, forming part of Board''s Report.
Risk management is embedded in Company''s operating framework. The Company believes that risk resilience is the key to achieving higher growth. the Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. the Company''s management systems, organizational structure, processes, standards, code of conduct etc. governs how the Company conducts its business and manages associated risks.
the Company has an adequate risk management framework designed to identify, assess and mitigate risks appropriately. the Risk Management Committee of the Board of Directors has been entrusted with the responsibility of overseeing various risks and assessing the adequacy of mitigation plans to address such risks. the terms of reference and the composition details of the Risk Management Committee of the Company are provided in the Corporate Governance Report, which forms part of this report.
Your Company has a Risk Management Policy in place to assist the Board in overseeing that all the risks that the Company faces such as strategic, financial, credit, market, liquidity, cyber security, property, human resource, legal,
regulatory, reputational and other risks, have been identified and assessed.
19. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT Workplace (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH") and Rules made thereunder, the Company has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace.
Your Company has complied with the provisions of the aforesaid Act relating to the constitution ofInternal Complaints Committee (âICC"). An ICC is in place to redress complaints received regarding sexual harassment at the workplace. the Company is strongly opposed to sexual harassment and employees are made aware about the consequences of such acts and about the constitution of ICC.
During the Financial Year ended March 31, 2023, no complaint pertaining to sexual harassment was received by the Company or reported to ICC.
20. PERFORMANCE EVALUATION
During the year under review, the Board is under process for carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and Listing Regulations. In keeping with the Company''s belief that it is the collective effectiveness of the Board that impacts Company''s performance, the primary evaluation platform is that of collective performance of the Board as a whole.
Pursuant to the Act and the Rules made thereunder read with the SEBI Listing Regulations, as amended, the Nomination and Remuneration Committee has formulated criteria for Board evaluation, it''s committees'' functioning and individual Directors including Independent Directors.
21. APPLICATIONS MADE / PROCEEDINGS PENDING UNDER
INSOLVENCY AND BANKRUPTCY CODE, 2016
Pursuant to the provisions of Section 134 of the Companies Act, 2013 read with Rule 8(5) of the Companies (Accounts) Rules, 2014, during the year under review there has been no new application made against the Company under the
Insolvency and Bankruptcy Code, 2016 and the status of proceedings earlier filed applications, are annexed herewith as Annexure II.
22. ONE TIME SETTLEMENT WITH BANKS OR FINANCIAL INSTITUTION
During the year under review, your Company was agreed with LIC of India (lender) for One Time Settlement for the outstanding loan amount which was delayed for repayments by the Company. At the time of providing loan facility the valuation of securities/project was estimated directly by the lender, considering it as an approved project.
At the time of settlement, the valuation was estimated to '' 81.11 Crores and as per management; reduction in valuation is due to non-receipt of final approvals on the project. However, the above valuation is not impacting the overall settlement and the company is paying the full amount of principal outstanding of '' 124. 49 Crores to the lender.
23. COMPLIANCE WITH THE SECRETARIAL STANDARDS ISSUED BY ICSI
The Board confirms that, during the period under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).
24. PROHIBITION OF INSIDER TRADING
In compliance with the Securities and Exchange Board of India (Prohibition of Insider trading) Regulations, 2015 ("PIT Regulations"), the Board of Directors has adopted "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" and "Code of Conduct to regulate, monitor and report trading by Designated Persons and their immediate relatives" which are available on the website of the Company i.e. www.parsvnath.com.
Mr. Mandan Mishra, Company Secretary is the Compliance Officer who is responsible for setting forth policies and procedures for monitoring adherence to the aforesaid Codes under the overall supervision of the Board of Directors.
25. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, state that:
a) in the preparation of the annual accounts for the Financial Year ended March 31, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and the loss of the Company for the Financial Year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a ''going concern'' basis;
e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews of the management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the Financial Year 2022-23.
Pursuant to Section 134(3)(ca) of the Act, no fraud has been reported by the Auditors of the Company.
26. DIRECTORS AND Key MANAGERIAL PERSONNEL
During the year under review, there has been no change in the composition of the Board of Directors. However, the members of the Company in its 31st Annual General Meeting
held on September 30, 2022 approved the re-appointment of Mr. Subhash Chander Setia (DIN:01883343) and Dr. Rakshita Shharma (Din: 08579771) as Directors on the Board of the Company w.e.f. December 30, 2022 for second term of five years i.e. upto December 29, 2027.
Declarations by the Independent Directors
The Independent Directors have submitted necessary declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules made thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations and confirmation under Regulation 25(8) of the SEBI listing Regulations that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Based on the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence and that they are independent of the management. Necessary disclosures regarding Committee positions in other public companies have been made by the Directors and have been reported in the Corporate Governance Report, forming part of this Report.
During the year under review, the Non-Executive Independent Directors of the Company had no pecuniary relationship or transactions with the Company, apart from receiving Directors'' remuneration.
None of the Directors of the Company is debarred from holding the office of Director by virtue of any SEBI order or any other authority
the Board acknowledges the contribution made by the Independent Directors of the Company, with their integrity, expertise and diverse experience, in the growth and development of the Company. In the opinion of the Board, all the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute and they fulfill the conditions specified in the Act as well as the Rules made thereunder and SEBI listing Regulations.
All the Independent Directors of the Company have got their names included in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs ("IICA"), in terms of Section 150 read with Rule
6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time. All the Independent Directors, except Dr. Rakshita Shharma, are exempt from passing the online proficiency test, as prescribed under the aforesaid Rules.
Appointment and Re-appointment of Directors
During the year under review, there has been no appointment and re-appointment of Directors was made. However, members of the Company at its 31st Annual General Meeting approved the re-appointment of Mr. Pradeep Kumar Jain, Mr. Sanjeev Kumar Jain and Dr. Rajeev Jain as Whole-time Directors w.e.f. April 1,2022 to March 31,2027.
Further, the members of the Company also approved the reappointment of Mr. Subhash Chander Setia and Dr. Rakshita Shharma, as Independent Directors of the Company for second term of 5 years w.e.f. December 30, 2022 to December 29, 2027, who are not liable to retire by rotation.
In accordance with the provisions of Section 152 of the Act read with the Articles of Association of the Company, Dr. Rajeev Jain (DIN: 00433463) will retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.
In accordance with the provisions of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnel of the Company are Mr. Pradeep Kumar Jain, Chairman; Mr. Sanjeev Kumar Jain, Managing Director and Chief Executive Officer; Dr. Rajeev Jain, Director (Marketing); Mr. M.C. Jain, Sr. Vice President (Corporate) & Group Chief Financial Officer and Mr. Mandan Mishra, Company Secretary.
27. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND CRITERIA FOR APPOINTMENT OF DIRECTORS
The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a Policy for appointment and remuneration of Directors, Key Managerial Personnel and Senior Management.
The Nomination and Remuneration Policy, as approved by the Board of Directors, is available on the website of
the Company and can be accessed through the web link: http://www.parsvnath.com/investors/iulr/nomination-and-remuneration-policy/.
The salient features of the policy are mentioned in the Corporate Governance Report, which forms part of this Report.
28. NUMBER OF MEETINGS OF THE BOARD
Four (4) meetings of the Board of Directors were held during the year under review. For details of the meetings of the Board, including attendance of the Directors thereat, please refer to the Corporate Governance Report, which forms part of this Report.
Pursuant to the various applicable provisions of the Act read with SEBI Listing Regulations, the Board of Directors of the Company functions through / delegates authority to the following Committees:
a) Audit Committee
b) Nomination and Remuneration Committee
c) Risk Management Committee
d) Corporate Social Responsibility Committee
e) Stakeholders Relationship Committee
f) Shares Committee
g) Management Committee
A detailed note on the various Committees of the Board of Directors including their composition, terms of reference and Meeting details etc. is given in the Corporate Governance Report, which forms part of this Report.
30. AUDIT COMMITTEE RECOMMENDATIONS
During the year under review, the suggestions put forth by the Audit Committee were duly considered and accepted by the Board of Directors. There were no instances of nonacceptance of such recommendations.
31. INTERNAL FINANCIAL CONTROLS AND INTERNAL AUDIT
the Company has in place adequate internal financial controls with reference to the Financial Statements. The
Audit Committee periodically reviews the internal control systems with the management, Internal Auditors and Statutory Auditors and the adequacy of internal audit function, significant internal audit findings and followups thereon. the Company''s internal control system is commensurate with the nature, size and complexities of operations of the Company.
32. VIGIL MECHANISM / WHISTLE BLOWER POLICY
the Company has in place a Vigil Mechanism, which also incorporates a Whistle Blower Policy for Directors and Employees to report genuine concerns in the prescribed manner, in line with Section 177(9) of the Act and Regulation 22 of the SEBI listing Regulations. the Vigil Mechanism is overseen by the Audit Committee and it provides adequate safeguards against victimization of employees and Directors. Whistle Blower Policy is a mechanism to address any complaint(s) related to fraudulent transactions or reporting intentional non-compliance with the Company''s policies and procedures and any other questionable accounting/ operational process followed. It provides a mechanism for Employees to approach the Chairman of the Audit Committee or the Company Secretary designated as ''Whistle and Ethics Officer'' During the year, no such incidents were reported and no personnel were denied access to the Chairman of the Audit Committee.
the Vigil Mechanism/ Whistle Blower Policy of the Company may be accessed on the Company''s website at the link: http://www.parsvnath.com/investors/information/vigil-mechanism-whistle-blower-policy/.
33. AUDITORS(a) Statutory Auditors and Independent Auditors'' Report
M/s T R Chadha & Co. LLP, Chartered Accountants (Firm Registration No. 006711N/ N500028) was appointed as Statutory Auditors of the Company for a term of five consecutive years from the conclusion of the 30th AGM till the conclusion of 35th AGM of the Company.
⢠M/s T R Chadha & Co. LLP, Statutory Auditors in their Report on the Financial Statements of the Company for the Financial Year ended March 31,
2023 have drawn attention to some of the matters in the notes to the Ind-AS Financial Statements, in respect of which their opinion was modified. The response of the Directors in respect thereof is given below:
S. No. |
Qualified Observation of Statutory Auditor Report |
Management/Directors Response |
a. |
In case of one BOT project, due to delays in payments as per concession agreement to Delhi Metro Rail Corporation (DMRC), DMRC had terminated the contract. the Company has sent a notice dated 30th June 2023 invoking arbitration. the management is of the opinion that Company has a favorable case and has considered '' 22,156.22 lakhs appearing as ''Asset held for Sale'', related with this project as fully realizable. Considering the uncertainty towards the project and also towards the amount to be received, pending arbitration proceedings, we are unable to comment on the resultant impact of the same on these standalone financial results. |
In the opinion of management, the Auditor''s observation on BOT Project is a matter of legal litigations and Company has a favorable case therefore has considered '' 22,156.22 lakhs appearing as Assets held for sale and it will be fully realizable and there will be no adverse impact is anticipated on future operations of the Company. |
b. |
The Company had entered into an ''Assignment of Development Rights Agreement'' dated 28 December, 2010 with a wholly owned subsidiary company (subsidiary company) of the company and Collaborators (land owners) in terms of which the Company had assigned Development Rights of one of its project to subsidiary company on terms and conditions contained therein. The project has been delayed and certain disputes arose with the collaborators (land owners) who sought cancellation of the Development Agreement and other related agreements and have taken legal steps in this regard. The Ld. Sole Arbitrator pronounced the Arbitral Award on 18th April 2023 and restored the physical possession of the Project Land in favour of the land owners, subject to payment of '' 1,570.91 lakhs along with interest as awarded under the Arbitral Award to subsidiary company. The subsidiary company has filed an appeal with the Commercial Court challenging the Arbitration Award on 19th August, 2023. The management is of the view that the termination of the agreement will be set aside and the project will be restored. Hence, the company has not considered making any provision towards investment of '' 21,076.47 Lakhs made in subsidiary company and loan of '' 2631.93 lakhs given to subsidiary company. Considering the uncertainty in restoration of the project and ultimate recovery towards investment and loans as the matter is sub-judice, we are unable to comment on the resultant impact of the same on these standalone financial results. |
In the opinion of management, the Auditor''s observation on Arbitral Award pronounced by the Ld. Sole Arbitrator on April 18, 2023 in respect of Development Rights Agreement dated December 28, 2010 against the subsidiary company of the Company is a matter of legal litigations and the subsidiary Company has filed an appeal with the Commercial Court against the Arbitration Award and project will be restored and completed by the Company. Hence the Company has not considered making any provision toward investment of '' 21,076.47 Lakhs and Loan 2631.93 Lakhs given to subsidiary company considered good & recoverable and there will be no adverse impact is anticipated on future operations of the Company |
c. |
A subsidiary of the company, Parsvnath HB Projects Private Limited (PHBPPL) was allotted a land by Punjab Small Industrial & Exports Corporation Limited (PSIEC). Due to nonpayment of installment, PSIEC cancelled the allotment of land and the company filed the arbitration petition as there were lapses on the part of PSIEC. The arbitration proceedings are under progress. Pending arbitration proceedings, the management is of the opinion that the company has favourable chances of succeeding in arbitration proceedings and cancellation of allotment will be set aside. Accordingly, loan of '' 6,635.71 lakhs given to PHBPPL and investment of '' 2.50 lakhs in PHBPPL is considered as good and recoverable. |
In the opinion of management, in the matter of PHBPPL and PSIEC Company has favorable chance of succeeding in arbitration proceedings and this legal matter will be no adverse impact is anticipated on future operations of the Company, |
S. No. |
Qualified Observation of Statutory Auditor Report |
Management/Directors Response |
Considering the uncertainty due to pending arbitration proceedings, we are unable to comment on the resultant impact of the same on these standalone financial results. |
Hence, loan of '' 6,635.71 lakhs given to PHBPPL and investment of '' 2.50 lakhs in PHBPPL is considered as good and recoverable. |
|
d. |
the Company has invested '' 37,500 lakhs in 0.01 % Optionally Convertible Debentures (OCDs) which are due for redemption on 31st March 2029. the company is under discussion with lenders for transfer of these OCDs towards of settlement of loan for which formal approval is pending. Based on the estimates, the management has accounted for the impairment loss of '' 21,300 lakhs and balance '' 16,200 lakhs has been considered as recoverable. Pending formal approval of settlement of loans from lenders, we are unable to comment on recoverability of investment in OCDs on these standalone financial results. |
In the opinion of management, as the Company is under process and discussion with lenders for the settlement of loan and Investment, and very hopeful will be able to settle the same. the management further ensures there is no adverse impact is anticipated on future operation of the Company. |
⢠There were no instances of frauds reported by the Statutory Auditors under Section 143(12) of the Act.
(b) Secretarial Auditor and Secretarial Audit Report
the Secretarial Audit Report of CS Ashoktyagi, Practising Company Secretary for the Financial Year ended March 31, 2023 is annexed herewith as Annexure III to this Report. the Secretarial Auditor in his report has made some observations and the response of the Directors in respect thereof is given below:
(i) In respect of certain delays/ defaults in payment of principal and interest on borrowings, statutory liabilities and payment of other dues by the Company due to continued recession in the real estate sector owing to slowdown in demand, the Company is facing tight liquidity situation as a result of which there have been delays/defaults in payment of principal and interest on borrowings, statutory liabilities, salaries to employees and other dues. the Company is continuously exploring alternate sources of finance including new launch of projects to generate adequate cash inflows for meeting these obligations and to overcome this liquidity crunch. In the opinion of management, no adverse impact is anticipated on future operations of the Company
(ii) In respect of the Show Cause Notice (SCN) received from SEBI, the SCN was replied by the
Company, also personal hearings before Whole time Member (WtM), SEBI were conducted and an order issued by the SEBI dated June 29, 2022, wherein the Company is restrained from accessing the securities market and further prohibited from buying, selling or otherwise dealing in securities, directly or indirectly, or being associated with the securities market in any manner, whatsoever, for a period of six (6) months, from the date of coming into force of the aforesaid order and a penalty of '' 15,00,000/- (Rupees Fifteen Lakhs) is imposed under Section 23H of SCRA 1956 on the Company. the Company has already paid the imposed penalty under protest and the period of restrained/ freeze from accessing the securities market had completed. However, the Company has filed an appeal against the same with the Competent Authority.
(iii) In respect of certain delays in submitting the Financial Statements for the period ended March 31, 2022 and December 31, 2022, in this regard, both Stock Exchanges i.e. NSE and BSE had imposed the fine for contravention of Regulation 33(3)(d) of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, which have also been paid by the Company and the same will take care in future for necessary compliances.
(iv) In respect of delay of 1 day in submitting the Annual Report along with notice to Stock
Exchanges as required under Regulation 34 SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, this delay was due to technical issues in the site & the same will take care in future.
(v) In respect of Performance evaluation of the Board, Independent Directors and the Committee as prescribed in under the provisions of the Companies Act, 2013 read with SEBI (listing Obligations and Disclosure Requirements), Regulations 2015. The Company is under process of performance evaluations of the Board, Independent Directors and the Committee.
Pursuant to the provisions of Regulation 24A of the SEBI listing Regulations, the Secretarial Audit Report of Parsvnath Estate Developers Private Limited, Parsvnath Landmark Developers Private Limited and Parsvnath Buildwell Private limited, Material unlisted Subsidiary Companies, issued by M/s Rimpi Jain & Associates, Company Secretaries, for the Financial Year ended March 31, 2023 are annexed herewith as Annexure IV to VI to this Report.
Pursuant to the provisions of Section 138 of the Act, the Board of Directors of the Company has approved the appointment of M/s Nitin Agrawal & Associates, Chartered Accountants (Firm Registration No. 015541C), as Internal Auditors of the Company, based on the recommendation of the Audit Committee.
the Company is required to maintain the cost records, as per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 and accordingly, such accounts and records are made and maintained.
During the year under review, the Board of Directors at its Meeting held on August 13, 2022 had reappointed M/s Chandra Wadhwa & Company, Cost Accountants (Firm Registration No. 000239) as Cost Auditors of the Company for conducting the audit of cost records of the Company for the Financial Year 2022-23.
Further, the Board of Directors in its Meeting held on August 31,2023 has also approved the appointment of M/s Chandra Wadhwa & Company, as Cost Auditors of the Company for conducting the audit of cost records of the Company for the Financial Year 2023-24.
the remuneration payable to Cost Auditors is required to be approved by the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Members'' ratification for the remuneration payable to M/s Chandra Wadhwa & Company for conducting the audit of cost records of the Company, for the Financial Year 2023-24, as approved by the Board at its Meeting held on August 31,2023 based on the recommendation of Audit Committee, is included in the notice convening the ensuing 32nd Annual General Meeting.
34. DISCLOSURESA. Conservation of energy, technology absorption, foreign exchange earnings and outgo
the disclosure of particulars relating to conservation of energy, technology absorption, and foreign exchange earnings and outgo, as prescribed under Section 134(3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure VII to this Report.
B. Particulars of Employees
the particulars of employees under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as Annexure VIII to this Report.
Since none of the employees of the Company is drawing a remuneration of more than '' 102 lakhs per annum, if employed throughout the Financial Year and '' 8.5 lakhs per month, if employed for part of the Financial Year, the provisions of Section 197(12) of the Act read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating thereto are not applicable.
However, the list of top ten employees of the Company (based on remuneration drawn during Financial Year 2022-23) is annexed herewith as Annexure IX.
Your Directors state that no disclosure or reporting is
required in respect of the following items as there were no
transactions on these items during the year under review:
a. Details relating to deposits covered under Chapter V of the Act.
b. Issue of equity shares with differential rights as to dividend, voting or otherwise.
c. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
d. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of the subsidiary companies of the Company.
e. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s operations in future.
Update on the SEBI matter relating to Shell Companies
Pursuant to SEBI''s Order dated January 04, 2019 and the consequent appointment of Ernst & Young LLP ("E&Y") by national Stock Exchange of India Limited ("NSE"), to conduct forensic audit of certain transactions of the Company, E&Y has submitted its Forensic Audit Report dated April 1, 2020 and consequently, SEBI had issued Show Cause Notices (SCNs) dated October 19, 2020 addressed to the Company, its Directors and Chief Financial Officers who were holding office during the Financial Years 2009-10 to 2011-12. The SCN was replied by the Company and also requested for a personal hearing before Whole Time Member (WTM), SEBI.
The SEBI informed the Company and the other Noticee to appear before Shri Ananta Barua, Whole Time Member (WTM), SEBI in online hearing.
On the hearing scheduled on October 25, 2021, where the senior counsel appeared on behalf of the Company concluded the arguments. The WTM also heard the other Noticees.
Some of the Noticees sought further time to file their reply and requested for the same before the WTM. The WTM has allowed them to file their reply before the next date of hearing to be announced by SEBI. The SEBI has scheduled a hearing on December 31,2021 for filing of reply of other Noticees. On the appointed date of hearing other Noticees were made their representation before WTM. Now, the SEBI has issued its order dated June 29, 2022, wherein the Company is restrained from accessing the securities market and further prohibited from buying, selling or otherwise dealing in securities, directly or indirectly, or being associated with the securities market in any manner, whatsoever, for a period of six (6) months, from the date of coming into force of the aforesaid order, a penalty of '' 15,00,000/- (Rupees Fifteen Lakhs) is imposed under Section 23H of SCRA 1956 on the Company and Proceedings against other Noticee are disposed of without any directions/ penalty in view of the discussions
The Company has already deposited the penalty amount of '' 15 Lakhs under protest. The Company has filed an appeal against the above mentioned order of WTM. However the period of restrained / freeze from accessing the securities market has already been completed.
Acknowledgement
Your Directors wish to place on record their sincere gratitude to the shareholders, customers, bankers, financial institutions, investors, vendors and all other business associates for the continuous support provided by them to the Company and for the confidence reposed in the management of the Company.
The Directors also wish to acknowledge the contribution made by employees at all levels for steering the growth of the organization. Your Directors also thank the Government of India, the State Governments and other Government Agencies for their assistance and co-operation and look forward to their continued support in future.
Mar 31, 2018
Dear Shareholders,
The Directors have pleasure in presenting the 27th Annual Report, together with the Audited Financial Statements of the Company for the financial year ended March 31, 2018.
1. FINANCIAL RESULTS
[Rs. in lakhs]
Item |
STAND-ALONE |
CONSOLIDATED |
|||
FY 2017-18 |
FY 2016-17 |
FY 2017-18 |
FY 2016-17 |
||
Total Revenue |
16,040.39 |
27,468.27 |
21,008.12 |
30,653.08 |
|
Profit/ (loss) before depreciation and tax |
(13,016.55) |
(3,325.45) |
(32,929.09) |
(13,319.37) |
|
Less: Depreciation |
1,079.23 |
852.17 |
3,023.64 |
2,794.09 |
|
Profit/ (loss) before tax |
(14,095.78) |
(4,177.62) |
(35,952.73) |
(16,113.46) |
|
Less: Provision for taxation |
(2,360.93) |
(694.48) |
(3,557.05) |
(1,224.21) |
|
Profit/ (loss) after tax |
(11,734.85) |
(3,483.14) |
(32,395.68) |
(14,889.25) |
|
Share of Profit/(loss) in Associates |
- |
- |
1.93 |
2.21 |
|
Profit/ (loss) for the year |
(11,734.85) |
(3,483.14) |
(32,393.75) |
(14,887.04) |
|
Other comprehensive income |
(36.37) |
(18.92) |
(36.37) |
(18.92) |
|
Total comprehensive income for the year |
(11,771.22) |
(3,502.06) |
(32,430.12) |
(14,905.96) |
|
Net profit/(loss) attributable to: |
|||||
a) Owners of the holding company b) Non-controlling interest |
(11,771.22) |
(3,502.06) |
(31,742.88) (687.24) |
(14,474.94) (431.02) |
|
Balance brought forward (including other comprehensive income) |
76,170.78 |
87,475.34 |
54,994.32 |
82,271.76 |
|
Add: Profit/(loss) for the year attributable to shareholders of the company |
(11,771.22) |
(3,502.06) |
(31,742.88) |
(14,474.94) |
|
Less: Transferred to Debenture Redemption Reserve |
225.00 |
7,802.50 |
225.00 |
12,802.50 |
|
Closing balance (including other comprehensive income) |
64,174.56 |
76,170.78 |
23,026.44 |
54,994.32 |
|
2. DIVIDEND
In view of loss incurred during the financial year ended March 31, 2018 coupled with constrained liquidity position of the Company, your Directors have considered it appropriate not to recommend any dividend. The Company has not transferred any amount to General Reserve during the Financial Year 2017-18.
3. REVIEW OF OPERATIONS
During the year under review, on consolidated basis, the Company has earned total revenue of Rs.21,008.12 lakhs as against Rs.30,653.08 lakhs in 2016-2017 and incurred a Net loss of Rs.32,393.75 lakhs as against a net loss of Rs.14,887.04 lakhs in 2016-2017. Earnings per Share (EPS) of the Company stood at Rs. -2.70 on stand-alone basis and Rs. -7.29 on consolidated basis in 2017-2018.
A detailed business-wise review of the operations ofthe Company is included in the Management Discussion and Analysis section of this Annual Report.
4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report, forming part of the Boardâs Report for the year under review, as stipulated under Regulation 34 (2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), is discussed in a separate section of this Annual Report.
5. SUBSIDIARIES, JOINT VENTURE ENTITIES AND ASSOCIATE COMPANIES
At the beginning of the year, your Company had seventeen subsidiary companies. The project-specific or sector-specific subsidiary companies ensure maximum utilization of available resources through focused attention on specific activities.
During the year under review, Farhad Realtors Private Limited (âFRPLâ) has become a wholly owned subsidiary of the Company, consequent upon the acquisition of 10,000 equity shares, with effect from July 29, 2017.
Subsequent to year under review:
- Parsvnath Rail Land Projects Pvt. Ltd. (PRLPPL) has become a subsidiary of the Company in terms of Section 2(87) of the Companies Act, 2013, pursuant to MCA notification dated May 07, 2018.
- The Company has, pursuant to the Securities Purchase Agreement dated June 21, 2018, acquired 4,90,000 Class A Shares and 1,00,000 Class B Shares from Anuradha SA Investments LLC, Mauritius (Investor 1) and 87,51,000 Series A Fully Convertible Debentures from Anuradha Ventures Limited, Cyprus (Investor 2), of Parsvnath Buildwell Private Limited (âPBPLâ), a subsidiary company and SPV for implementing a premium residential project vizâParsvnath Exoticaâ in Ghaziabad (UP).
As at March 31, 2018, Parsvnath Estate Developers Pvt. Ltd. (PEDPL) was a âmaterial subsidiaryâ as defined under Regulation 16(1)(c) of the Listing Regulations.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (âActâ), a statement containing brief financial details of the Companyâs subsidiaries, associate companies and joint ventures for the financial year ended March 31, 2018 in Form AOC-1 is attached to the financial statements of the Company. The details as required under Rule 8 of the Companies (Accounts) Rules, 2014 regarding the performance and financial position of each of the subsidiaries and associate companies forms part of the Consolidated Financial Statements of the Company for the financial year ended March 31, 2018.
Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, including consolidated financial statements alongwith relevant documents and separate audited accounts in respect of its subsidiary companies are available on the website of the Company. The annual accounts of these subsidiaries and the related detailed information will be made available to any Shareholder of the Company/its subsidiaries seeking such information at any point of time and will also be kept open for inspection by any Shareholder of the Company/its subsidiaries at the registered office of the Company and that of the respective companies between 11.00 a.m. and 1.00 p.m. on all working days. The Company shall furnish a copy of detailed annual accounts of such subsidiaries to any Shareholder on demand.
6. CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of the Act and implementation requirements of Indian Accounting Standards (âInd- ASâ) Rules on accounting and disclosure requirements and Regulation 33 of the Listing Regulations, the Audited Consolidated Financial Statements are provided in this Annual Report.
7. DEBENTURES
During the year under review, the Company has issued Series XVI (IssueâII), (Issue-III), (Issue-IV) and (Issue-V) 19% Secured Redeemable Non-Convertible Debentures (NCDs) aggregating to Rs.900 lakhs.
8. FIXED DEPOSITS
During the year under review, the Company has not accepted fixed deposits from the public.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, there has been no change in the composition of the Board of Directors.
Your Company has received annual declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in Section 149(6) of the Act and Regulation 16(1 )(b) of the Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Director during the year.
During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, apart from receiving Directorsâ remuneration.
In accordance with the applicable provisions of the Act read with the Articles of Association of the Company, Shri Sanjeev Kumar Jain (DIN: 00333881), Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
The Notice convening the ensuing 27th Annual General Meeting includes the proposal for re-appointment of Shri Sanjeev Kumar Jain as stated above. Further, as required under the Listing Regulations and Secretarial Standard on General Meetings, his brief resume is furnished in the explanatory statement to the Notice convening the ensuing Annual General Meeting.
10. BOARD COMMITTEES Audit Committee
The Audit Committee comprises Shri Mahendra Nath Verma (Chairman), Shri Sanjeev Kumar Jain, Shri Ashok Kumar, Dr. Pritam Singh and Ms. Deepa Gupta. All members except Shri Sanjeev Kumar Jain are Non-Executive Independent Directors of the Company. Shri V. Mohan, Sr. Vice President (Legal) & Company Secretary acts as the Secretary to the Committee.
CSR Committee
The Committee comprises five directors including two Executive Directors viz. Shri Pradeep Kumar Jain and Shri Sanjeev Kumar Jain and three Non-Executive Independent Directors viz. Shri Ashok Kumar, who is also the Chairman of the Committee, Ms. Deepa Gupta and Shri Mahendra Nath Verma. Shri V. Mohan, Sr. Vice President (Legal) & Company Secretary acts as the Secretary to the Committee.
Nomination and Remuneration Committee
The Committee comprises Dr. Pritam Singh (Chairman), Shri Ashok Kumar, Shri Mahendra Nath Verma and Ms. Deepa Gupta, all being Non-Executive Independent Directors. Shri V. Mohan, Sr. Vice President (Legal) & Company Secretary acts as the Secretary to the Committee.
Stakeholders Relationship Committee
The Committee comprises Shri Ashok Kumar, Non-Executive Independent Director (Chairman), Shri Sanjeev Kumar Jain and Dr. Rajeev Jain. Shri V. Mohan, Sr. Vice President (Legal) & Company Secretary acts as the Secretary to the Committee and is the Compliance Officer.
Shares Committee
The Committee comprises three members viz. Shri Pradeep Kumar Jain, Shri Sanjeev Kumar Jain and Dr. Rajeev Jain. Shri Pradeep Kumar Jain is the Chairman of the Committee and Shri V. Mohan, Sr. Vice President (Legal) & Company Secretary acts as the Secretary to the Committee.
A detailed note on the Committees of the Board of Directors is given in the Corporate Governance Report which forms part of this Report.
11. NUMBER OF MEETINGS OF THE BOARD
Seven meetings of the Board of Directors were held during the year. For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this Report.
12. COMPLIANCE OF THE SECRETARIAL STANDARDS ISSUED BY ICSI
The Board confirms that, during the period under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), as amended from time to time.
13. BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance and that of its committees and individual Directors, pursuant to the provisions of the Act, based on the criteria recommended by the Nomination and Remuneration Committee. Pursuant to Regulation 17 (10) read with Schedule II to the Listing Regulations and Schedule IV to the Act, the performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated.
A separate meeting of the Independent Directors was held, inter-alia, to review the performance of Non-Independent Directors and the Board as a whole, to review the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and to assess the quality, quantity and timeliness of flow of information between the Companyâs management and the Board, that is necessary for the Board to effectively and reasonably perform its duties.
14. POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Nomination and Remuneration Policy recommended by the Nomination and Remuneration Committee duly approved by the Board of Directors of the Company is available on the Companyâs website at link: http://www.parsvnath. com/investors/iulr/nomination-and-remuneration-policy/. The salient features of the Remuneration Policy have been outlined in the Corporate Governance Report which forms part of this Report.
The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are posted on the website of the Company at the link: http://
www.parsvnath.com/investors/iulr/familiarization-programs-for-independent-directors/.
15. DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 (âActâ), the Board of Directors, to the best of their knowledge and ability, state that:
a) in the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and the loss of the Company for the financial year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a âgoing concernâ basis;
e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews of the management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companyâs internal financial controls were adequate and effective during the financial year 2017-18.
Pursuant to Section 134(3)(ca) of the Companies Act, 2013, no fraud has been reported by the Auditors of the Company.
16. CORPORATE SOCIAL RESPONSIBILITY
The Annual Report on Corporate Social Responsibility (CSR) under Section 135 of the Companies Act, 2013 is annexed as Annexure I to this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Companyâs CSR policy is available on the Companyâs website at link: http://www.parsvnath.com/investors/iulr/corporate-social-responsibility-policy/.
17. CONTRACTS AND ARRANGEMENTS WITH RELATEDPARTIES
All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an armâs length basis. Also, the Company has obtained prior omnibus approval for related party transactions occurred during the year for transactions which are of repetitive nature and / or entered in the ordinary course of business at armâs Length.
During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material under Section 188 of the Companies Act, 2013.
In view of the above, the requirement of giving particulars of contracts / arrangements made with related parties, in Form AOC-2 is not applicable for the year under review.
The related party transactions undertaken during the financial year 2017-18 are detailed in the Notes to Accounts of the Financial Statements.
The Policy for determination of materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website at the link: http://www.parsvnath.com/investors/iulr/ related-party-transaction-policy/.
18. INTERNAL FINANCIAL CONTROLS AND INTERNAL AUDIT
The Company has in place adequate internal financial controls with reference to the Financial Statements. The Audit Committee periodically reviews the internal control systems with the management, Internal Auditors and Statutory Auditors and the adequacy of internal audit function, significant internal audit findings and follow-ups thereon.
19. AUDIT COMMITTEE RECOMMENDATIONS
During the year under review, the suggestions put forth by the Audit Committee were duly considered and accepted by the Board of Directors. There were no instances of non-acceptance of such recommendations.
20. AUDITORS
(a) Statutory Auditors
M/s S.N.Dhawan & Co. LLP, Chartered Accountants (Firm Registration No. 000050N/ N500045) has been appointed as Statutory Auditors of the Company from the conclusion of 25th Annual General Meeting for a term of five consecutive years till the conclusion of the 30th Annual General Meeting.
Statutory Auditors Report
- The Auditors in their Report on the financial statements of the Company for the financial year ended March 31, 2018 have drawn attention to the following matter in the notes to the Ind AS financial statements:
âNote 47, which indicates that the Company has incurred cash loss during the current and previous years and there have been delays/defaults in payment of principal and interest on borrowings, statutory liabilities, salaries to employees and other dues by the Company. The management of the Company is of the opinion that no adverse impact is anticipated on future operations of the Company.
Our opinion is not modified in respect of this matterâ
- The response given by the management vide Note 47 of the Stand-alone financial statements is given below:
âThe Company has incurred cash losses during the current and previous years. Due to continued recession in the real estate sector owing to slowdown in demand, the Company is facing tight liquidity situation as a result of which there have been delays/ defaults in payment of principal and interest on borrowings, statutory liabilities, salaries to employees and other dues. Also, the Company continues to face lack of adequate sources of finance to fund execution and completion of its ongoing projects resulting in delayed realisation from its customers and lower availability of funds to discharge its liabilities. The company is continuously exploring alternate sources of finance, including sale of non-core assets to generate adequate cash inflows for meeting these obligations and to overcome this liquidity crunch. In the opinion of the Management, no adverse impact is anticipated on future operations of the Company.â
- There were no instances of frauds reported by the Statutory Auditors under Section 143(12) of the Act.
(b) Secretarial Auditors and Secretarial Audit Report
The Board of Directors of the Company has re-appointed M/s Chandrasekaran Associates, Company Secretaries, to conduct the Secretarial Audit of the Company for the Financial Year 2018-19. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith as Annexure II to this Report. The Secretarial Auditors in their report have made certain observations and the response of your Directors is as given above.
(c) Internal Auditors
The Board of Directors of the Company has re-appointed M/s P. Jain & Company, Chartered Accountants, (Firm Registration No. 000711C) as Internal Auditors, pursuant to the provisions of Section 138 of the Companies Act, 2013, for the financial year 2018-19.
(d) Cost Auditors
The Company is required to maintain the cost records as specified by Central Government under Section 148(1) of the Companies Act, 2013, and accordingly such accounts and records are made and maintained. The Board of Directors of the Company has re-appointed M/s Chandra Wadhwa & Company, Cost Accountants (Firm Registration No. 000239) as Cost Auditors for conducting the audit of cost records of the Company, for the financial year 2018-19.
21. CORPORATE GOVERNANCE
A separate section on Corporate Governance, forming part of the Boardâs Report and the Certificate from M/s Chandrasekaran Associates, Practicing Company Secretary confirming compliance with the Corporate Governance norms, as prescribed under Regulation 34 of the Listing Regulations are included in the Annual Report.
Code of Conduct
The Board of Directors has laid down a Code of Conduct for Board Members and Senior Management Personnel. The said Code has been posted on the Companyâs website www.parsvnath.com. As prescribed under Listing Regulations, a declaration signed by the Managing Director & CEO affirming compliance with the aforesaid Code of Conduct by the Directors and Senior Management Personnel of the Company for the financial year 2017-18 is annexed and forms part of the Corporate Governance Report.
22. LISTING WITH STOCK EXCHANGES
During the year under review, the equity shares of the Company continue to remain listed with the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The listing fee for the financial year 2018-19 has been paid by the Company to both NSE and BSE.
23. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, the Company was not required to transfer any amount to Investor Education and Protection Fund (IEPF) established by the Central Government.
24. DISCLOSURES
1. Conservation of energy, technology absorption, foreign exchange earnings and outgo
The nature of operations of the Company does not require disclosure of particulars relating to conservation of energy and technology absorption, as prescribed under Section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014. During the year under review, the Company has nil foreign exchange earnings and has incurred expenditure of Rs.130.25 lakhs, as compared to Rs.90.14 lakhs in the previous year.
2. Particulars of Employees
The information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:
a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2017-18:
Name of the Directors |
Ratio to median remuneration |
Non-Executive Directors |
|
Shri Ashok Kumar |
18.18 |
Dr. Pritam Singh |
18.18 |
Ms. Deepa Gupta |
17.27 |
Shri Mahendra Nath Verma |
18.18 |
Executive Directors |
|
Shri Pradeep Kumar Jain |
N.A. |
Shri Sanjeev Kumar Jain |
N.A. |
Dr. Rajeev Jain |
N.A. |
b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year: Nil
c. The percentage increase in the median remuneration of employees in the financial year: 10.37%
d. The number of permanent employees on the rolls of Company as on March 31, 2018: 407
e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Not applicable as there is no managerial remuneration paid by the Company during 2017-18.
f. Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms that remuneration is as per the remuneration policy of the Company.
g. As per Section 197(12) of the Act read with the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 details of employees drawing a remuneration of more than Rs.102 lakhs per annum, if employed throughout the financial year and Rs.8.5 lakhs per month, if employed for part of the financial year need to be set out as annexure to this Report. However, none of the employees come under the purview of this section and hence, the said provisions are not applicable.
Further, the list of top ten employees of the Company is annexed herewith as Annexure III.
3. Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013
As your Company is engaged in the business of real estate development included in the term Infrastructural projects/ facilities under Schedule VI to the Act, the provisions of Section 186 of the Act related to loans made, guarantees given or securities provided are not applicable to the Company. However, the details of the same are provided in the financial statements.
4. Extract of Annual Return
Extract of Annual Return in the Form MGT-9, as required under Section 92 of the Act is annexed herewith as Annexure Iv to this Report. The extract of Annual Return may be accessed on the Companyâs website at the link: http://www.parsvnath.com/investors/iulr/extract-of-annual-return-form-mgt-9/
25. RISK MANAGEMENT
Your Company has in place a Risk Management Policy to assist the Board in:
(a) Overseeing and approving the Companyâs enterprise wide risk management framework;
(b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.
The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Companyâs management systems, organisational structure, processes, standards, code of conduct etc. governs how the Company conducts its business and manages associated risks.
The Board periodically reviews implementation and monitoring of the risk management plan for the Company including identification therein of elements of risks, if any, which in the opinion of the Board may threaten the existence of the Company.
26. VIGIL MECHANISM
The Company has in place the Vigil Mechanism, which also incorporates a Whistle Blower Policy for Directors and employees to report genuine concerns in the prescribed manner, in terms of the Listing Regulations. The Vigil Mechanism is overseen by the Audit Committee and provides adequate safeguards against victimization of employees and Directors. Whistle Blower Policy is a mechanism to address any complaint(s) related to fraudulent transactions or reporting intentional non-compliance with the Companyâs policies and procedures and any other questionable accounting/operational process followed. It provides a mechanism for employees to approach the Chairman of the Audit Committee or Shri V. Mohan, Sr. Vice President (Legal) & Company Secretary designated as Whistle and Ethics Officer under the aforesaid mechanism. During the year, no such incidents were reported and no personnel were denied access to the Chairman of the Audit Committee. The Vigil Mechanism/ Whistle Blower Policy may be accessed on the Companyâs website at the link: http:// www.parsvnath.com/investors/information/vigil-mechanism-whistle-blower-policy/.
27. INTERNAL COMPLAINTS COMMITTEE
The Company has an Internal Complaints Committee (âICCâ) as required under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company is strongly opposed to sexual harassment and employees are made aware about the consequences of such acts and about the constitution of ICC. During the year under review, there were no cases filed/ reported pursuant to the aforesaid Act.
28. GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.
6. No material changes and/or commitments affecting the financial position of your Company have occurred between the end of the financial year and the date of signing of this Report.
Securities and Exchange Board of India (âSEBIâ) had issued directions to the Stock Exchanges vide letter No. SEBI/HO/ ISD/ISD/OW/P/2017/18183 dated August 7, 2017 whereby the Companyâs name was included amongst the list of suspected âShell Companiesâ; as a result of which, the equity shares of the Company were shifted to GSM VI on the Stock Exchanges. The Company had filed an appeal against the aforesaid directions of SEBI with Honâble Securities Appellate Tribunal (âSATâ) on August 9, 2017. Honâble SAT has passed an order dated August 11, 2017 staying the aforesaid directions of SEBI in respect of trading restriction on the Shares of the Company and accordingly, the equity shares of the Company were restored to the normal trading segment of the Stock Exchanges with effect from August 14, 2017. After the Honâble SATâs order, in pursuance to the directions of SEBI, BSE and NSE sought various information and/or clarifications in respect of the Company which were provided. An opportunity of personal hearing was also given by SEBI and NSE, which was attended by the representatives of the Company and necessary information / clarifications were provided.
SEBI vide its Interim Order dated August 8, 2018 has directed the Stock Exchange to, inter-alia, appoint an independent forensic auditor to further verify; (a) alleged misrepresentation of financials and/or business by Company, if any, in the context of certain past transactions of sub- contracts during the financial years 2009-10, 2010-11 and 2011-12 and (b) alleged misuse of the books of accounts/ funds, if any, in the context of said transactions, including the role of KMPs, Directors and Promoters in those transactions. The Company has been given an opportunity to file its reply/ objections to the aforesaid Interim Order and also to seek a personal hearing with the SEBI in this matter within thirty days of the Order and as such the Company shall be filing its reply/ objections to the Interim Order and also seek an opportunity of personal hearing with the SEBI within the stipulated time as mentioned in the said Order.
ACKNOWLEDGEMENT
Your Directors wish to place on record their sincere gratitude to the shareholders, customers, bankers, financial institutions, investors, vendors and all other business associates for the continuous support provided by them to the Company and for the confidence reposed in the management of the Company.
The Directors also wish to acknowledge the contribution made by employees at all levels for steering the growth of the organisation. Your Directors also thank the Government of India, the State Governments and other Government Agencies for their assistance and co-operation and look forward to their continued support in future.
On behalf of the Board of Directors
Place: Delhi Sd/-
Date: August 13, 2018 pradeep Kumar Jain
Chairman
DIN 00333486
Mar 31, 2015
Dear Shareholders,
The Directors have pleasure in presenting the 24th Annual Report,
together with the Audited Financial Statements of the Company for the
financial year ended March 31, 2015.
1. FINANCIAL RESULTS
[Rs. in Lacs]
Item STAND- ALONE CONSOLIDATED
FY 2014-15 FY 2013-14 FY 2014-15 FY 2013-14
Total Revenue 76,087.44 46,830.54 77,987.67 57,973.08
Profit before
exceptional items,
depreciation and tax 19,032.36 5,800.84 16,209.47 5,206.68
Less: Depreciation 390.75 1,242.76 541.21 1,306.13
Profit before
exceptional items
and tax 18,641.61 4,558.08 15,668.26 3,900.55
Less: Exceptional
items 46,971.24 - 46,971.24 -
Profit/ (loss)
before tax (28,329.63) 4,558.08 (31,302.98) 3,900.55
Less: Provision
for taxation (19,563.57) 2,218.93 (20,034.74) 2,279.71
Profit/ (loss)
before minority
interest (8,766.06) 2,339.15 (11,268.24) 1,620.84
Share of Profit
of Associates - - 1.96 1.80
Share of loss
attributable to
minority interest - - (500.01) (0.08)
Profit / (Loss) for
the year (8,766.06) 2,339.15 (10,766.27) 1,622.72
Add: Balance
brought forward 96,203.96 91,864.81 97,177.63 93,593.58
Transferred from
Debenture Redemption
Reserve - 2,000.00 - 2,000.00
Less: transferred
to Capital
Redemption Reserve - - - 25.05
Less: Depreciation
on fixed assets with
NIL remaining
useful 40.93 - 41.28 -
life (net of
deferred tax)
Add: profit/(loss)
on cessation of
subsidiary - - (6.35) -
Less: opening
balance of
accumulated
profits
transferred to - - - 13.62
minority
Amount available
for Appropriation 87,396.97 96,203.96 86,363.73 97,177.63
2. DIVIDEND
In view of loss incurred by the Company for the financial year ended
March 31, 2015, your Directors have not recommended any dividend.
3. REVIEW OF OPERATIONS
During the year under review, on consolidated basis, your Company's:
total revenue has increased to ? 77,987.67 Lacs as against? 57,973.08
Lacs in Fiscal Year 2013-2014.
profit before exceptional items and tax is ? 15,668.26 Lacs as against
? 3,900.55 Lacs in Fiscal Year 2013-2014.
However, pursuant to an Arbitration Award dated January 09, 2015 passed
by the Hon'ble Sole Arbitrator in the matter of disputes between the
Company and Chandigarh Housing Board (CHB) in respect of a residential
cum commercial project at Chandigarh and accepted by both the parties,
the Company has surrendered the project to CHB. The loss of Rs. 46,971.24
Lacs arising out of the said transaction has been written of and shown
under "Exceptional items" in the financial results as shown above.
In view of above, the Company has incurred a net loss of Rs. 10,766.27
Lacs during Financial Year ended March 31, 2015 on consolidated basis.
Earnings per Share (EPS) of the Company stood at Rs. -2.47 in Fiscal
2014-2015. On stand-alone basis, EPS of the Company stood at Rs. -2.01 in
Fiscal 2014-2015.
A detailed business-wise review of the operations of the Company is
included in the Management Discussion and Analysis section of this
Annual Report.
4. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report, forming part of Board's
Report for the year under review, as stipulated under Clause 49 of the
Listing Agreement with the Stock Exchanges, is discussed in a separate
section of this Annual Report.
5. SUBSIDIARIES, JOINT VENTURE ENTITIES AND ASSOCIATE COMPANIES
At the beginning of the year, your Company had fifteen subsidiary
companies. The project-specific or sector-specific subsidiary companies
ensure maximum utilization of available resources through focused
attention on specific activities.
During the year under review, Parsvnath Hospitality Holdings Limited,
subsidiary of Parsvnath Developers Pte. Limited, Singapore has ceased
to be step-down subsidiary of the Company consequent upon voluntary
striking of its name from the register of Accounting and Corporate
Regulatory Authority (ACRA), Singapore with effect from January 20,
2015.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013
("Act"), a statement containing brief financial details of the Company's
subsidiaries, associate companies and joint ventures for the financial
year ended March 31, 2015 in Form AOC-1 is attached to the financial
statements of the Company.
Pursuant to the provisions of Section 136 of the Act, the financial
statements of the Company, including consolidated financial statements
along with relevant documents and separate audited accounts in respect
of its subsidiary companies are available on the website of the
Company. The annual accounts of these subsidiaries and the related
detailed information will be made available to any Shareholder of the
Company/ its subsidiaries seeking such information at any point of time
and will also be kept open for inspection by any Shareholder of the
Company/its subsidiaries at the registered office of the Company and that
of the respective companies between 11.00 a.m. and 1.00 p.m. on all
working days. The Company shall furnish a copy of detailed annual
accounts of such subsidiaries to any Shareholder on demand.
6. CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of the Act, Listing Agreement with
the Stock Exchanges and Accounting Standard (AS) - 21 on Consolidated
Financial Statements, AS - 23 on Accounting for Investments in
Associates and AS - 27 on Financial Reporting of Interests in Joint
Ventures, the audited consolidated financial statements are provided in
the Annual Report. These financial statements disclose the assets,
liabilities, income, expenses and other details of the Company, its
subsidiaries, joint venture and associate companies.
7. DEBENTURES
During the year under review, the Company has:
partly redeemed Series XII & XIII secured freely transferable and
Non-Convertible Debentures (NCDs) aggregating to ? 3,428.57 Lacs.
raised funds to the tune of ? 35,500 Lacs through issue of 7,100 13%
Secured redeemable, non- convertible Debentures of the face value of ^
5,00,000/- (Rupees Five Lacs Only) each, on private placement basis.
Subsequent to year end, the Company has redeemed fifth installment of
Series XII & XIII NCDs aggregating to Rs.85.71 Lacs.
8. FIXED DEPOSITS
The Company has discontinued with the fixed deposit scheme with effect
from April 1, 2014, consequent upon commencement of the Companies Act,
2013. As on March 31, 2015, the Company has fully repaid fixed deposit
amount accepted from the public.
The Company has no overdue deposits at the beginning of the year i.e.
as on April 1, 2014. The maximum amount of default in repayment of
deposits and/or payment of interest thereon during the year was ?
403.30 Lacs pertaining to 312 depositors. There were no overdue
deposits at the end of the year i.e. as on March 31, 2015.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 149 of the Act, which came into
effect from April 1, 2014, Shri Ramdas Janardhana Kamath, Shri Ashok
Kumar and Dr. Pritam Singh were appointed as Independent Directors at
the Annual General Meeting of the Company for a term of 5 (five)
consecutive years with effect from September 23, 2014 to September 22,
2019. The terms and conditions of appointment of Independent Directors
are as per Schedule IV to the Act.
The Independent Directors have submitted a declaration that each of
them meets the criteria of independence as provided in Section 149(6)
of the Act and there has been no change in the circumstances which may
affect their status as Independent Directors during the year.
During the year under review and the period subsequent thereto:
Ms. Deepa Gupta has been appointed as an Additional Director
(Non-Executive, Independent) with effect from March 30, 2015.
Shri Mahendra Nath Verma has been appointed as an Additional Director
(Non-Executive, Independent) with efect from May 25, 2015.
Shri Ramdas Janardhana Kamath has resigned from the Board of Directors
of the Company with effect from August 5, 2015.
In accordance with the provisions of Section 149 of the Act, your Board
of Directors are seeking the appointment of Ms. Deepa Gupta and Shri
Mahendra Nath Verma as Independent Directors for a term of 5 (five)
consecutive years with effect from March 30, 2015 to March 29, 2020 and
May 25, 2015 to May 24, 2020 respectively. The Company has received the
requisite disclosures/declarations from Ms. Deepa Gupta and Shri
Mahendra Nath Verma as required under the provisions of Section 149 and
other applicable provisions of the Act and the Rules made there under.
During the year, the non-executive directors of the Company had no
pecuniary relationship or transactions with the Company.
In accordance with the applicable provisions of the Act read with the
Articles of Association of the Company, Dr. Rajeev Jain, Director of
the Company, will retire by rotation at the ensuing Annual General
Meeting and being eligible, offers himself for re-appointment.
The Notice convening the ensuing Annual General Meeting includes the
proposal for appointment/ re- appointment of the Directors. Brief
Resumes of the Directors proposed to be appointed/ re- appointed, as
required under Clause 49 of the Listing Agreement, are furnished in the
explanatory statement to the Notice convening the ensuing Annual
General Meeting. The Company has received notices under Section 160 of
the Act along with the requisite deposit proposing the appointment of
Ms. Deepa Gupta and Shri Mahendra Nath Verma.
Pursuant to the provisions of Section 203 of the Act and the Rules made
thereunder, which came into effect from April 1, 2014, the appointments
of Shri Pradeep Kumar Jain, Whole-time Director designated as Chairman,
Shri Sanjeev Kumar Jain, Managing Director & CEO, Dr. Rajeev Jain,
Whole-time Director designated as Director (Marketing), Shri V Mohan,
Company Secretary and Shri M.C. Jain, Group Chief Financial Officer as
key managerial personnel of the Company were formalized.
10. BOARD COMMITTEES
During the year under review, the Board of Directors, at its meeting
held on May 28, 2014, had:
enhanced the scope of Audit Committee, Stakeholders Relationship
Committee and Nomination and Remuneration Committee of the Board of
Directors as per the applicable provisions of the Companies Act, 2013
and Clause 49 of the Listing Agreement with the Stock Exchanges.
constituted a Corporate Social Responsibility (CSR) Committee which
comprises three directors including two Executive Directors viz. Shri
Pradeep Kumar Jain and Shri Sanjeev Kumar Jain and one Non-Executive,
Independent Director viz. Shri Ashok Kumar, who is also the Chairman of
the Committee.
During the period subsequent to the year under review, the Board of
Directors has re-constituted the Audit Committee, CSR Committee and the
Nomination and Remuneration Committee as mentioned below:
Audit Committee
As on March 31, 2015, the Audit Committee comprised of Shri Ramdas
Janardhana Kamath (Chairman), Shri Sanjeev Kumar Jain, Shri Ashok Kumar
and Dr. Pritam Singh. All members except Shri Sanjeev Kumar Jain are
Non-Executive, Independent Directors of the Company. The Committee was
re-constituted by the Board of Directors by inducting Ms. Deepa Gupta
and Shri Mahendra Nath Verma as Members of the Committee with effect
from May 25, 2015. The Committee was again re-constituted consequent
upon resignation of Shri Ramdas Janardana Kamath with effect from August
5, 2015 and Shri Mahendra Nath Verma was appointed as Chairman of the
Audit Committee.
CSR Committee
The CSR Committee comprises three directors including two Executive
Directors viz. Shri Pradeep Kumar Jain and Shri Sanjeev Kumar Jain and
one Non-Executive, Independent Director viz. Shri Ashok Kumar, who is
also the Chairman of the Committee. The Committee was re-constituted by
the Board of Directors by inducting Ms. Deepa Gupta and Shri Mahendra
Nath Verma as Members of the Committee with effect from May 25, 2015.
Nomination and Remuneration Committee
As on March 31, 2015, the Committee comprised of Dr. Pritam Singh
(Chairman), Shri Ramdas Janardhana Kamath and Shri Ashok Kumar, all
being Non-Executive, Independent Directors. The Committee has been
re-constituted twice by induction of Shri Mahendra Nath Verma as member
of the Committee at the Board Meeting held on May 25, 2015 and
subsequently, upon resignation of Shri Ramdas Janardhana Kamath from
the Board with effect from August 5, 2015.
A detailed note on the Committees of the Board of Directors is given in
the Corporate Governance Report forming part of the Annual Report.
11. NUMBER OF MEETINGS OF THE BOARD
Six meetings of the Board of Directors were held during the year. For
details of the meetings of the Board, please refer to the Corporate
Governance Report, which forms part of this Report.
12. BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own
performance, Board Committees and individual Directors pursuant to the
provisions of the Act and Clause 49 of the Listing Agreement. The
performance of the Board was evaluated after seeking inputs from all
the directors on the basis of the criteria such as the Board
composition and structure, effectiveness of Board processes, information
and functioning, etc.
The performance of the Committees was evaluated by the Board after
seeking inputs from the Committee members on the basis of the criteria
such as the composition of Committees, effectiveness of Committee
meetings etc.
The Board and the Nomination and Remuneration Committee reviewed the
performance of the individual Directors on the basis of the criteria
such as the contribution of the individual Director to the Board and
Committee meetings like preparedness on the issues to be discussed,
meaningful and constructive contribution and inputs in meetings, etc.
In addition, the Chairman was also evaluated on the key aspects of his
role.
In a separate meeting of Independent Directors, performance of
Non-Independent Directors, performance of the Board as a whole and
performance of the Chairman was evaluated.
13. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER
DETAILS
The Nomination and Remuneration Policy recommended by the Nomination
and Remuneration Committee duly approved by the Board of Directors of
the Company is attached as Annexure I.
The details of programmes for familiarisation of Independent Directors
with the Company, their roles, rights, responsibilities in the Company,
nature of the industry in which the Company operates, business model of
the Company and related matters are posted on the website of the
Company at the link: http://www.
parsvnath.com/corporate/investors-familiarisation-
programs. asp? investors=fp
14. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013
('Act'), the Board of Directors, to the best of their knowledge and
ability, state that:
a) in the preparation of the annual accounts for the year ended March
31, 2015, the applicable accounting standards read with requirements
set out under Schedule III to the Act, have been followed and there are
no material departures from the same;
b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2015 and of the loss of the Company for
the year ended on that date;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a 'going concern'
basis;
e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by
the internal, statutory and secretarial auditors and the reviews of the
management and the relevant Board Committees, including the Audit
Committee, the Board is of the opinion that the Company's internal
financial controls were adequate and effective during the financial year
2014-15.
15. CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the Corporate Social Responsibility (CSR) Policy
of the Company and the initiatives undertaken by the Company on CSR
activities during the year are set out in Annexure II of this report in
the format prescribed in the Companies (Corporate Social Responsibility
Policy) Rules, 2014.
The Company 's CSR policy is available on the Company's web site at
link: http://www.parsvnath.com/corporate/
investors-csr- policy. asp? investors=csr
16. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in the ordinary
course of business and on an arm's length basis.
The Company in its ordinary course of business extends financial
assistance to its subsidiary companies, including wholly owned
subsidiary companies for their principal business activities. To
support the wholly owned subsidiary companies (whose accounts are
consolidated with the Company and placed before the shareholders at the
general meeting for approval) during their long gestation period of
projects, at the request of such wholly owned subsidiary companies, the
Company provides loans without charging any interest. Such contracts
and arrangements with wholly owned subsidiary companies do not fall
into any category of contracts or arrangements envisaged under Section
188 of the Companies Act, 2013.
During the year, the Company had not entered into any contract /
arrangement / transaction with related parties which could be
considered material in accordance with the policy of the Company on
materiality of related party transactions.
In view of the above, the requirement of giving particulars of
contracts / arrangements made with related parties, in Form AOC-2 are
not applicable for the year under review.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be
accessed on the Company's website at the link: http://www.parsvnath.
com/corporate/investors-related-party-transaction- policy.asp?
investors= rptp.
Your Directors draw attention of the members to Note No. 61 to the
financial statements which sets out related party disclosures.
17. INTERNAL FINANCIAL CONTROL AND INTERNAL AUDIT
The Company has in place adequate internal financial controls with
reference to the financial statements. The Audit Committee of the Board
periodically reviews the internal control systems with the management,
Internal Auditors and Statutory Auditors and the adequacy of internal
audit function, significant internal audit findings and follow-ups
thereon.
18. AUDIT COMMITTEE RECOMMENDATIONS
During the period under review, the suggestions put forth by the Audit
Committee were duly considered and accepted by the Board of Directors.
There were no instances of non-acceptance of such recommendations.
19. AUDITORS
M/s Deloitte Haskins & Sells (Deloitte), Chartered Accountants (Firm
Registration No. 015125N), Statutory Auditors of the Company, shall
retire at the conclusion of the ensuing Annual General Meeting (AGM)
and are eligible for re-appointment. Pursuant to the provisions of
Section 139 of the Act and the Rules made there under, it is proposed to
re-appoint Deloitte as Statutory Auditors of the Company from the
conclusion of the forthcoming AGM till the conclusion of the next AGM.
As required under Section 139 of the Act, the Company has obtained a
written consent from Deloitte, to such appointment and also a
certificate to the effect that their appointment, if made, would be in
accordance with Section 139(1) of the Act and the Rules made
there under, as may be applicable.
20. AUDITORS' REPORT
There is no qualification in the Auditors' Report on the Stand-alone and
Consolidated Financial Statements of the Company for the financial year
ended March 31, 2015.
The Auditors in their report to the Members have made certain
observations in clauses (vii)(a) and (ix) of the Annexure referred to
in their Report on the Standalone Financial Statements and clauses
(vii)(a), (vii)(b) and (ix) of the Annexure referred to in their Report
on the Consolidated Financial Statements and the response of your
Directors is as follows:
The delays caused in making timely payment of principal and interest on
its borrowings and discharge of its statutory liabilities have been due
to continued recession in the real estate industry owing to slowdown in
demand. The Company is also facing lack of adequate sources of finance
to fund development of its ongoing projects resulting in delayed
realisations from its customers and lower availability of funds to
discharge its liabilities. However, there were no undisputed statutory
dues of the Company which were outstanding for more than six months
since they became due. The Company is exploring alternative sources of
finance, including sale of non-core assets to generate adequate cash
inflows for meeting these obligations and to overcome this liquidity
crunch.
21. COST AUDITORS
The Company has appointed M/s Chandra Wadhwa & Company, Cost
Accountants, as Cost Auditors for conducting the audit of cost records
of the Company for the Financial Year 2015-16, subject to the approval
of the Members on the remuneration to be paid to them.
22. SECRETARIAL AUDITORS
The Board of Directors of the Company has appointed M/s Chandrasekaran
Associates, Company Secretaries, to conduct the Secretarial Audit of
the Company for the Financial Year 2015-16. The Secretarial Audit
Report for the financial year ended March 31, 2015 is annexed herewith
as Annexure III to this Report. The Secretarial Auditors in their
report have made certain observations and the response of your
Directors is as follows:-
1. The Company has reversed managerial remuneration paid in excess of
the limits specified under the Companies Act, 2013 which amounts are
being held in trust by the Directors. The Company intends to obtain
shareholders' approval in the ensuing Annual General Meeting and file
applications with the Central Government to obtain requisite approvals
in this regard.
2. There were certain instances of delay in the repayment of fixed
deposit accepted by the Company prior to April 1, 2014, during the
period under review. The Company has, however fully repaid the entire
amount of fixed deposits accepted from the public and discontinued with
the Fixed Deposit Scheme with effect from April 1, 2014 and has no
overdue deposits as on March 31, 2015.
3. There were instances of delay in repayment of dues to the
Banks/financial institutions during the period under review- Kindly
refer to response on Auditors' Report.
23. CORPORATE GOVERNANCE
A separate section on Corporate Governance, forming part of the Board's
Report and the Certificate from the Auditors confirming compliance with
the Corporate Governance norms, as prescribed under Clause 49 of the
Listing Agreement, are included in the Annual Report.
Code of Conduct
The Board of Directors has laid down a Code of Conduct for Board
Members and Senior Management Personnel under Clause 49 (II) (E) of the
Listing Agreement. The said Code has been posted on the Company's
website www.parsvnath.com. As prescribed under Clause 49 of the Listing
Agreement, a declaration signed by the Managing Director & CEO
affirming compliance with the aforesaid Code of Conduct by the
Directors and Senior Management Personnel of the Company for the
financial year 2014-15 is annexed and forms part of Corporate Governance
Report.
24. LISTING WITH STOCK EXCHANGES
During the year under review, the equity shares of the Company continue
to remain listed with the National Stock Exchange of India Limited
(NSE) and BSE Limited (BSE). The listing fee for the financial year
2015-16 has been paid by the Company to NSE and BSE. The Equity Shares
of the Company continue to be included in the list of CNX Nifty 500
index of NSE.
25. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
The Company has, during the year under review, transferred a sum of?
14.49 Lacs to Investor Education and Protection Fund (IEPF), in
compliance with the provisions of Section 205C of the Companies Act,
1956. The said amount represents the amount of dividend declared by
the Company for Financial Year 2006-07, which remained unclaimed by the
members of the Company for a period exceeding 7 years from its due date
of payment.
During the financial year 2015-16, the dividend declared by the Company
for Financial Year 2007-08, remaining unclaimed in terms of Section
205C of the Companies Act, 1956 is being transferred to IEPF. The
applicants are entitled to claim the unclaimed dividend amount for
Financial Year 2007-08 before transfer of the amount to the said Fund.
The details of such unclaimed money together with the procedure for
claiming the same has been detailed in the Corporate Governance Report
and the Notice convening the Annual General Meeting forming part of the
Annual Report.
26. DISCLOSURES
1. Conservation of energy, technology absorption, foreign exchange
earnings and outgo
The nature of operations of the Company does not require disclosure of
particulars relating to conservation of energy and technology
absorption, as prescribed under Section 134(3)(m) of the Act read with
the Rule 8(3) of the Companies (Accounts) Rules, 2014. During the year
under review, the Company has nil foreign exchange earnings and has
incurred expenditure of Rs. 182.51 Lacs, as compared to nil foreign
exchange earnings and expenditure of Rs. 254.22 Lacs in the previous year
respectively.
2. Particulars of Employees
The information required under Section 197 of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are given below:
a. The ratio of the remuneration of each director to the median
remuneration of the employees of the Company as on March 31, 2015:
Name of the Directors Ratio to median remuneration
Non-Executive Directors
Shri R.J. Kamath* 0.59
Shri Ashok Kumar 1.74
Dr. Pritam Singh 0.74
Ms. Deepa Gupta** N.A.
Executive Directors
Shri Pradeep Kumar Jain 25.00
Shri Sanjeev Kumar Jain 25.00
Dr. Rajeev Jain 25.00
*Resigned with effect from August 5, 2015 **Appointed with effect from
March 30, 2015.
b. The percentage increase in remuneration of each director, chief
executive officer, chief financial officer, company secretary in the
financial year: Nil
c. The percentage increase in the median remuneration of employees in
the financial year: Nil
d. The number of permanent employees on the rolls of Company as on
March 31, 2015: 579
e. The explanation on the relationship between average increase in
remuneration and Company Performance: There was no increase in
remuneration of employees of the Company, in general, during Financial
Year ended March 31, 2015.
f. Comparison of the remuneration of the key managerial personnel
against the performance of the Company:
Aggregate remuneration of key 351.70
managerial personnel (KMP) in FY 2014- 15 (Rs. Lacs)
Revenue (Rs. Lacs) 71,910.54
Remuneration of KMPs (as % of revenue) 0.49
Profit/ (Loss) before Tax (Rs. Lacs) (28,329.63)
Remuneration of KMP (as % PBT) N.A.
g. Variations in the market capitalisation of the Company, price
earnings ratio as at the closing date of the current financial year and
previous financial year:
Particulars March 31, 2015 March 31, 2014 % Change
Market Capitalisation
(Rs. Lacs) 80,726.11 1,05,966.61 -23.82
Price Earnings Ratio (2.01) 0.54 -26.87
h. Percentage increase over decrease in the market quotations of the
shares of the Company in comparison to the rate at which the Company
came out with the last public offer:
Particulars March 31, 2015 November 23, % Change*
2006
Market Price (NSE) 18.55 300 -87.63
Market Price (BSE) 18.65 300 -87.57
*adjusted pursuant to split/ sub-division of equity shares
i. Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial year
and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration:
Nil
j. Comparison of each remuneration of the key managerial personnel
against the performance of the Company:
Shri
Pradeep Shri Sanjeev Dr.
Rajeev Shri
V. Mohan, Shri M.C.
Jain,
Kumar
Jain, Kumar Jain, Jain,
Whole- Company Group
Chief
Whole-
time Managing time
Director Secretary Financ
ial
Director Director &
CEO designa
ted Ofcer
designa
ted as as
Director
Chairman (Market
ing)
Remuneration
in FY 2014-15 85 85 85 50.10 46.60
(Rs. Lacs)
Revenue
71,910.54
(Rs. Lacs)
Remuneration
as % of 0.12 0.12 0.12 0.07 0.06
revenue
Profit/(Loss)
before Tax (28,329.63)
(Rs. Lacs)
Remuneration
Not Applicable
(as % of PBT)
k. The key parameters for any variable component of remuneration
availed by the directors: Not applicable.
l. The ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year: None.
m. Affirmation that the remuneration is as per the remuneration policy
of the Company:
The Company affirms that remuneration is as per the remuneration policy
of the Company.
n. The statement showing particulars of the employees of the Company,
to be furnished under Section 197 (12) of the Act read with Rule 5 (2)
of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, as amended, is annexed hereto as Annexure IV to this
Report.
3. Particulars of loans, guarantees or investments under Section 186
of the Companies Act, 2013
As your Company is engaged in the business of real estate development
included in the term Infrastructural projects/facilities under Schedule
VI to the Companies Act, 2013, the provisions of Section 186 of the
Companies Act, 2013 related to loans made, guarantees given or
securities provided are not applicable to the Company. However, the
details of the same are provided in the standalone financial statements.
4. Extract of Annual Return
Extract of Annual Return in Form MGT-9, as required under Section 92 of
the Act is annexed herewith as Annexure V to this Report.
27. RISK MANAGEMENT
During the year, your Directors have approved a Risk Management Policy
to assist the Board in (a) Overseeing and approving the Company's
enterprise wide risk management framework; and (b) Overseeing that all
the risks that the organization faces such as strategic, financial,
credit, market, liquidity, security, property, IT, legal, regulatory,
reputational and other risks have been identified and assessed and there
is an adequate risk management infrastructure in place capable of
addressing those risks.
The Company manages, monitors and reports on the principal risks and
uncertainties that can impact its ability to achieve its strategic
objectives. The Company's management systems, organisational
structures, processes, standards, code of conduct etc. governs how the
Company conducts its business and manages associated risks.
The Board periodically reviews implementation and monitoring of the
risk management plan for the Company including identification therein of
elements of risks, if any, which in the opinion of the Board may
threaten the existence of the Company.
28. Vigil Mechanism
The Vigil Mechanism of the Company, which also incorporates a Whistle
Blower Policy for Directors and employees to report genuine concerns in
the prescribed manner, in terms of the Listing Agreement. The Vigil
Mechanism is overseen by the Audit Committee and provides adequate
safeguards against victimization of employees and Directors. Whistle
Blower Policy is a mechanism to address any complaint(s) related to
fraudulent transactions or reporting intentional non-compliance with
the Company's policies and procedures and any other questionable
accounting/ operational process followed. It provides a mechanism for
employees to approach the Chairman of the Audit Committee or Shri V.
Mohan, Sr. Vice President (Legal) & Company Secretary designated as
Whistle and Ethics Officer under the aforesaid mechanism. During the
year, no such incidence was reported and no personnel were denied
access to the Chairman of the Audit Committee. The Policy on Vigil
Mechanism and Whistle Blower Policy may be accessed on the Company's
website at the link: http://www.parsvnath.
com/corporate/investors-vmwp.asp?investors=vmw.
29. GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme.
4. Neither the Managing Director nor the Whole- time Directors of the
Company receive any remuneration or commission from any of its
subsidiaries.
5. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's
operations in future.
Your Directors further state that during the year under review, there
were no cases fled/ reported pursuant to the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
ACKNOWLEDGEMENT
Your Directors wish to place on record their sincere gratitude to the
shareholders, customers, bankers, financial institutions, investors,
vendors and all other business associates for the continuous support
provided by them to the Company and for the confidence in the management
of the Company. Your Directors wish to appreciate the confidence reposed
by the foreign investors in the Company, by inducting funds for
implementation of various ongoing projects of the Company through
investment in our SPV Companies.
The Directors also wish to acknowledge the contribution made by
employees at all levels for steering the growth of the organisation. We
thank the Government of India, the State Governments and other
Government Agencies for their assistance and co-operation and look
forward to their continued support in future.
On behalf of the Board of Directors
Sd/-
PRADEEP KUMAR JAIN
Place: New Delhi Chairman
Date: August 19, 2015 DIN 00333486
Mar 31, 2014
Dear Shareholders,
The Directors have pleasure in presenting the 23rd Annual Report,
together with the Audited Financial Statements of the Company for the
financial year ended March 31, 2014.
Financial ReSultS
(Rs. in Lacs)
Item Standalone
FY 2013-14 FY 2012-13
Total Revenue 46,830.54 49,612.79
Profit before Depreciation and 5,800.84 14,317.92
tax (PBDt)
Less: Depreciation 1,242.76 1,162.47
Profit Before tax (PBT) 4,558.08 13,155.45
Less: Provision for Taxation 2,218.93 5,788.08
Profit after tax (PAT) 2,339.15 7,367.37
Add: Balance brought forward 91,864.81 68,711.44
Transferred from Debenture 2,000.00 15,786.00
Redemption Reserve
Less: Appropriations - -
amount available for 96,203.96 91,864.81
appropriation
DIVIDEND
Your Directors have, with a view to conserve the resources for the
operations of the Company, not recommended any dividend for the year
under review.
REVIEW OF OPEEATIONS
During the year under review, on consolidated basis, your Company''s Net
profit is Rs. 1,622.72 lacs as against Rs. 7,124.47 lacs in Fiscal
2012-2013. The total revenue is Rs. 57,974.88 lacs in Fiscal 2013-2014 as
against Rs. 66,957.66 lacs in Fiscal 2012-2013. The profit before tax is Rs.
3,902.35 lacs as against Rs. 13,164.66 lacs in Fiscal 2012-2013. Earnings
per Share (EPS) of the Company stood at Rs. 0.37 in Fiscal 2013-2014 as
against Rs. 1.64 in Fiscal 2012-2013. On stand-alone basis, EPS of the
Company stood at Rs. 0.54 in Fiscal 2013-2014 as against Rs. 1.69 in Fiscal
2012-2013.
A detailed business-wise review of the operations of the Company is
included in the Management Discussion and Analysis section of this
Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report, forming part of
Directors'' Report for the year under review, as stipulated under Clause
49 of the Listing Agreement with the Stock Exchanges, is discussed in a
separate section of this Annual Report.
SUBSIDIARIES, JOINT VENTURE ENTITIES AND ASSOCIATE COMPANIES
At the beginning of the year, your Company had ffteen subsidiary
companies. The project-Specific or sector-Specific subsidiary companies
ensure maximum utilization of available resources through focused
attention on Specific activities.
During the year under review:
Consequent upon disinvestment of equity shares of Parsvnath Retail Ltd.
(PRL) by the Company, PRL has ceased to be a subsidiary company;
Pursuant to acquisition of securities of Parsvnath Hessa Developers
Pvt. Ltd. (PHDPL) by the Company from foreign investors, PHDPL has
become a wholly owned subsidiary company;
Upon notifcation of revised defnition of subsidiary company under
Section 2 of the Companies Act, 2013, Parsvnath Rail Land Project Pvt.
Ltd. (PRLPPL) no longer falls under the ambit of a subsidiary company.
Further, Parsvnath Buildwell Pvt. Ltd. (PBPL) and Parsvnath Realcon
Pvt. Ltd. (subsidiary of PBPL) have become subsidiary companies in
terms of the revised defnition.
As required underthe Listing Agreement with the Stock Exchanges, the
Consolidated Financial Statements, of the Company and all its
subsidiaries, are attached. The Consolidated Financial Statements have
been prepared in accordance with the relevant Accounting Standards as
prescribed under Section 211(3C) of the Companies Act, 1956 ("Act").
These financial statements disclose the assets, liabilities, income,
expenses and other details of the Company, its subsidiaries and
associate companies.
Pursuant to the provisions of Section 212(8) of the Act, the Ministry
of Corporate Afairs has, vide General Circular No. 2/2011 dated
February 08, 2011, granted general exemption for not attaching the
annual accounts of the subsidiary companies with the annual accounts of
holding company.
Accordingly, the Board of Directors of your Company at its meeting held
on May 28, 2014 has given its consent, for not attaching the Annual
Accounts of the subsidiary companies with that of the holding company
and therefore, the Balance Sheet, Statement of profit and Loss and other
documents of the subsidiary companies required to be attached under
Section 212(1) of the Act to the Balance Sheet of the Company, shall
not be attached. However, a statement containing brief financial details
of the Company''s subsidiaries for the financial year ended March 31,
2014 is included in the Annual Report. The annual accounts of these
subsidiaries and the related detailed information will be made
available to any Shareholder of the Company/its subsidiaries seeking
such information at any point of time and will also be kept open for
inspection by any Shareholder of the Company/its subsidiaries at the
registered ofce of the Company and that of the respective subsidiary
companies between 11.00 a.m. and 1.00 p.m. on all working days. The
Company shall furnish a copy of detailed annual accounts of
subsidiaries to any Shareholder on demand.
DEBENTURES
During the year under review, the Company has: fully redeemed Series
VIII & XI secured redeemable non- convertible debentures aggregating to
Rs. 1,488.51 lacs outstanding at the beginning of the year and Rs.
12,500.00 lacs respectively.
Raised funds to the tune of Rs. 6,000 lacs through issue of Series XII &
Series XIII secured freely transferable and Non Convertible Debentures
(NCDs) of the face value of Rs. 1 lac each aggregating toRs. 300 lacs &Rs.
5,700 lacs respectively, on private placement basis.
Subsequent to year end, the Company has redeemed first instalment of
Series XII &XIII NCDs aggregating toRs. 857.14 lacs.
FIXED DEPOSITS
During the year under review, the Company continued to accept public
deposits. As on March 31, 2014, the Company had fixed deposits to the
tune of Rs. 1,645.52 lacs. The Company has no overdue deposits other than
unclaimed deposits amounting to Rs. 25.54 lacs pertaining to 59
depositors as on March 31, 2014 and out of above 33 depositors having
deposits aggregating toRs. 17.69 lacs have subsequently claimed refund of
their deposits. The Company has no over-due deposits in respect of any
small depositors other than unclaimed deposits. Subsequent to year end,
the Company has stopped accepting/ renewing fixed deposits with efect
from April 01, 2014 after commencement of the Companies Act, 2013.
DIRECTORS
During the year under review, Shri Ram Niwas Lakhotia, Independent
Director, had resigned from the Board of Directors of the Company with
efect from August 14, 2013. The Board places on record its appreciation
for the valuable guidance and services rendered by him.
In accordance with the provisions of Section 149 of the Companies Act,
2013, your Board of Directors are seeking the appointment of Shri
Ramdas Janardhana Kamath, Shri Ashok Kumar and Dr. Pritam Singh, as
Independent Directors for a term of 5 (five) consecutive years with
efect from September 23, 2014 to September 22, 2019.
The Company has received the requisite disclosures/declarations from
Shri Ramdas Janardhana Kamath, Shri Ashok Kumar and Dr. Pritam Singh
as required under Section 149 and other applicable provisions of the
Companies Act, 2013.
In accordance with the applicable provisions of the Companies Act, 2013
read with the Articles of Association of the Company, Dr. Rajeev Jain,
Director of the Company, will retire by rotation at the ensuing Annual
General Meeting and being eligible, ofers himself for re-appointment.
The Notice convening the ensuing Annual General Meeting includes the
proposal for appointment/ re-appointment of the Directors. Brief
Resumes of the Directors proposed to be appointed/ re- appointed, as
required under Clause 49 of the Listing Agreement, are furnished in the
explanatory statement to the Notice convening the ensuing Annual
General Meeting.
Board committees
During the year under review and period subsequent thereto:
The Board of Directors has re-constituted the Shareholders''/ Investors''
Grievance Committee consequent upon resignation of Shri Ram Niwas
Lakhotia. Also, the scope has been enhanced and the Committee has been
renamed as the Stakeholders Relationship Committee with efect from May
28, 2014.
Scope of the Remuneration Committee has been enhanced and the Committee
has been renamed as the Nomination and Remuneration Committee with
efect from May 28, 2014.
Scope of Audit Committee has been enhanced as per the provisions of the
Companies Act, 2013 and amended clause 49 of the Listing Agreement with
the Stock Exchanges.
The Board of Directors, at its meeting held on May 28,2014, had
constituted a Corporate Social Responsibility (CSR) Committee
comprising Shri Pradeep Kumar Jain, Chairman, Shri Sanjeev Kumar Jain,
Managing Director & CEO and Shri Ashok Kumar, Non-Executive Independent
Director and Chairman of the CSR Committee. The composition and terms
of reference of the Committee is in accordance with the provisions of
Section 135 of the Companies Act, 2013 read with the relevant rules
framed thereunder. It is entrusted with the responsibility of
formulating and monitoring the Corporate Social Responsibility Policy
of the Company indicating the activities to be undertaken by the
Company, monitoring the implementation of the framework of the CSR
Policy and recommending the amount to be spent on CSR activities.
A detailed note on the Committees of the Board of Directors is given in
the Corporate Governance Report forming part of the Annual Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, your Directors, based on the representation received from the
Operating Management, confirm that:
(a) In preparation of the annual accounts for the financial year ended
March 31, 2014, the applicable accounting standards have been followed
and that there are no material departures;
(b) The accounting policies selected and applied are consistent and the
judgments and estimates made are reasonable and prudent so as to give a
true and fair view of the state of afairs of the Company at the end of
the financial year and of the profit of the Company for that period;
(c) Proper and sufcient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities;
(d) The annual accounts have been prepared on a going concern basis.
INTERNAL CONTROL AND INTERNAL AUDIT
The Company has in place well-Defined internal control mechanism and
comprehensive internal audit programmes with the activities of the
entire organisation under its ambit. The internal audit programme is
reviewed and approved by the Audit Committee at the beginning of each
financial year and progress reports are placed before the Committee on a
quarterly basis.
AUDIT RECOMMENDATIONS
During the period under review, the suggestions put forth by the Audit
Committee were duly considered and accepted by the Board of Directors.
There were no instances of non-acceptance of such recommendations.
AUDITORS
M/s Deloitte Haskins & Sells (Deloitte), Chartered Accountants (Firm
Registration No. 015125N), Statutory Auditors of the Company, shall
retire at the conclusion of the ensuing Annual General Meeting (AGM)
and are eligible for re-appointment. Pursuant to the provisions of
Section 139 of the Companies Act, 2013 and the Rules framed thereunder,
it is proposed to appoint Deloitte as Statutory Auditors of the Company
from the conclusion of the forthcoming AGM till the conclusion of the
next AGM.
As required under Section 139 of the Companies Act, 2013, the Company
has obtained a written consent from Deloitte, to such appointment and
also a certifcate to the efect that their appointment, if made, would
be in accordance with Section 139(1)
of the Companies Act, 2013 and the rules made thereunder, as may
be applicable
AUDITORS'' REPORT
A. There is no qualification in the Auditors'' Report on the Stand-
alone Financial Statements of the Company for the financial year ended
March 31, 2014.
The Auditors in their report to the Members have, however, stated an
"Emphasis of Matter" and made certain observations in clauses (x)a and
(xi) of the Annexure referred to in their Report and the response of
your Directors is as follows:-
"The delays caused in making timely payment of principal and interest
on its borrowings and discharge of its statutory liabilities have been
due to recession in the real estate industry owing to slowdown in
demand. The Company is also facing lack of adequate sources of finance
to fund development of its real estate projects resulting in delayed
realisations from its customers and lower availability of funds to
discharge its liabilities. The Company is exploring alternative sources
of finance, including sale of non-core assets to generate adequate cash
inflows for meeting these obligations and to overcome this temporary
liquidity shortage and is hopeful that these eforts will yield fruitful
results."
B. The Auditors'' Report on the Consolidated Financial Statements of
the Company for the financial year ended March 31,2014 has been qualified
on the following basis:
"The consolidated financial statements include the unaudited financial
statements of one subsidiary and one jointly controlled entity
(Previous year ended 31st March, 2013: Nil), whose financial statements
refect total assets ofRs. 19,087.53 lacs as at 31st March, 2014, total
revenue of Rs. 3,951.74 lacs and net cash flows amounting to Rs. 71.85 lacs
for the year ended on that date, as considered in the consolidated
financial statements. Our opinion, in so far as it relates to the
amounts included in respect of the subsidiary and jointly controlled
entity, is based solely on such unaudited financial statements".
The qualification is appearing since the financial statements of
Parsvnath Buildwell Private Limited, subsidiary company and Palakkad
Infrastructure Private Limited, jointly controlled entity have been
consolidated on the basis of unaudited financial statements.
COST AUDITORS
The Company has appointed M/s Chandra Wadhwa & Company, Cost
Accountants, as Cost Auditors for conducting the audit of cost records
of the Company for the Financial Year 2014-15.
SECRETARIAL AUDITORS
The Board of Directors of the Company appointed M/s Chandrasekaran
Associates, Company Secretaries, to conduct the
Secretarial Audit of the Company for the Financial Year 2014-15.
CORPORATE GOVERNANCE
A separate section on Corporate Governance, forming part of the
Directors'' Report and the Certifcate from the Company''s Auditors
confirming compliance of Corporate Governance norms, as prescribed under
Clause 49 of the Listing Agreement, are included in the Annual Report.
CODE OF CONDUCT
As prescribed under Clause 49 of the Listing Agreement, a declaration
signed by the Managing Director & CEO afirming compliance with the Code
of Conduct by the Directors and senior management personnel of the
Company for the financial year 2013-14 is annexed and forms part of
Corporate Governance Report.
LISTING WITH STOCK EXCHANGES
During the year under review, the equity shares of the Company continue
to remain listed with the National Stock Exchange of India Limited
(NSE), BSE Limited (BSE) and Delhi Stock Exchange Limited (DSE). The
listing fee for the financial year 2014-15 has been paid by the Company
to NSE and BSE. The Equity Shares of the Company continue to be
included in the list of CNX Nifty 500 index of NSE.
The Board of Directors at its meeting held on August 12, 2014 has
decided to get the equity shares of the Company delisted from DSE.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
The Company has, during the year under review, transferred a sum of Rs.
18.49 lacs to Investor Education and Protection Fund (IEPF), in
compliance with the provisions of Section 205C of the Companies Act,
1956. The said amount represents application money received by the
Company with respect to its Initial Public Ofer in the financial year
2006-07, which remained unclaimed by the members of the Company for a
period exceeding 7 years from its due date of payment.
During the financial year 2014-15, the dividend declared by the Company
for financial year 2006-07, remaining unclaimed in terms of Section 205C
of the Companies Act, 1956 is being transferred to IEPF. The applicants
are entitled to claim the unclaimed dividend amount for financial year
2007-08 before transfer of the amount to the said Fund. The details of
such unclaimed money together with the procedure for claiming the same
has been detailed in the Corporate Governance Report and the Notice
convening the Annual General Meeting forming part of the Annual Report.
DISCLOSURES
1. conservation of energy, technology absorption, foreign exchange
earnings and outgo
The nature of operations of the Company does not require disclosure of
particulars relating to conservation of energy and technology
absorption, as prescribed under Section 217(1) (e) of the Companies
Act, 1956, read with the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988. During the year under
review, the Company has nil foreign exchange earnings and has incurred
expenditure ofRs. 254.22 lacs, as compared to nil foreign exchange
earnings and expenditure ofRs. 105.50 lacs in the previous year
respectively.
2. Particulars of employees
The statement showing particulars of the employees of the Company, to
be furnished under Section 217(2A) of the Companies Act, 1956, read
with the Companies (Particulars of Employees) Rules, 1975, as amended,
is annexed hereto and forms part of this report.
CORPORATE SOCIAL RESPONSIbILITY
The Company is a responsible corporate citizen and is conscientiously
working towards fulfilling its Corporate Social Responsibility (CSR). A
separate section on CSR forms part of the Annual Report.
ACKNOWLEDGEMENT
Your Directors wish to place on record their sincere gratitude to the
shareholders, customers, bankers, financial institutions, investors,
vendors and all other business associates for the continuous support
provided by them to the Company and for the confdence in the management
of the Company. Your Directors wish to appreciate the confdence reposed
by the foreign investors in the Company, by inducting funds for
implementation of various ongoing projects of the Company through
investment in our SPV Companies.
The Directors also wish to acknowledge the contribution made by
employees at all levels for steering the growth of the organisation.
We thank the Government of India, the State Governments and other
Government Agencies for their assistance and cooperation and look
forward to their continued support in future.
On behalf of the Board of Directors
Sd/-
Place: New Delhi PRADEEP KUMAR JAIN
Date : August 12, 2014 Chairman
Mar 31, 2013
Dear Shareholders,
The Directors have pleasure in presenting the 22nd Annual Report
together with the Audited Financial Statements of the Company for the
fi nancial year ended March 31, 2013.
Financial Results
[Rs.in lacs]
Total Revenue 49,612.79 73,857.93
Profi t before Depreciation 14,317.92 15,562.43
and Tax (PBDT)
Less: Depreciation 1,162.47 1,499.48
Profi t Before Tax (PBT) 13,155.45 14,062.95
Less: Provision for Taxation 5,788.08 11,510.03
Profi t After Tax (PAT) 7,367.37 2,552.92
Add: Balance brought forward 68,711.44 70,694.52
Transferred from Debenture 15,786.00 1,214.00
Redemption Reserve Less:
Appropriations
Transferred to Debenture 5,750.00
Redemption Reserve
Amount available for 91,864.81 68,711.44
Appropriation
Dividend
Your Directors have, with a view to conserve the resources for the
operations of the Company, not recommended any dividend for the year
under review.
Extension of time to convene the Annual General Meeting
Pursuant to the approval granted by the Registrar of Companies, NCT of
Delhi & Haryana for extension of 3 months'' time for holding the 22nd
Annual General Meeting (AGM) of the Members of the Company for the
Financial Year ended March 31, 2013 i.e. upto December 31, 2013, the
Board of Directors has decided to convene the 22nd AGM on December 30,
2013.
Review of Operations
The fi nancial year 2012-13 began on a challenging note for the real
estate sector, with rising costs and a tight funding environment which
slowed down the demand and impacted operations of the companies in the
sector. However, with the Indian Economy getting stabilised, positive
news began to fl ow in.
During the year under review, on consolidated basis, your Company''s Net
Profi t is Rs.7,124.47 lacs in Fiscal 2012-2013 as against Rs.5,608.80 lacs
in Fiscal 2011-2012. The total revenue is Rs.66,957.66 lacs in Fiscal
2012-2013 as against Rs.98,121.41 lacs in Fiscal 2011-2012. The Profi t
before tax is Rs.13,164.66 lacs as against Rs.20,114.34 lacs in Fiscal
2011-2012. Earnings per Share (EPS) of the Company stood at Rs.1.64 in
Fiscal 2012-2013 as against Rs.1.29 in Fiscal 2011-2012. On stand-alone
basis, Earnings per Share (EPS) of the Company stood at Rs.1.69 in Fiscal
2012-2013 as against Rs.0.59 in Fiscal 2011-2012.
During the period subsequent to Year end, the Company had launched
''25:75 House of Happiness'' Scheme, which was kept open for a specifi c
period and was applicable to 16 residential and 4 commercial projects
of the Company. It required the buyers to make a down-payment of merely
25% while booking their property and rest at the time of offer of
possession. This ''risk-free'' Scheme was aimed to transform the way
houses are sold. It provided the buyers with immense relief as they may
no longer have to resort to bank loans and EMIs and this, in turn,
created a boost in demand for Company''s properties across India in
cities like New Delhi, Greater Noida, Ghaziabad, Sonepat, Dharuhera,
Moradabad, Ujjain, Saharanpur, Bhiwadi, Panchkula and Rajpura and the
Scheme generated a overwhelming response from the buyers.
A detailed business-wise review of the operations of the Company is
included in the Management Discussion and Analysis section of this
Annual Report.
Management Discussion and Analysis
The Management Discussion and Analysis Report, forming part of
Directors'' Report for the year under review, as stipulated under Clause
49 of the Listing Agreement with the Stock Exchanges, is discussed in a
separate section of this Annual Report.
Subsidiaries, Joint Venture Entities and Associate Companies
At the beginning of the year, your Company had fi fteen subsidiary
companies. The project-specifi c or sector- specifi c subsidiary
companies ensure maximum utilization of available resources through
focused attention on specifi c activities.
During the year under review, Parsvnath HB Projects Pvt. Ltd.
(erstwhile Gazala Promoters and Developers Pvt. Ltd.) became a
subsidiary company and Parsvnath Realty Ventures Ltd. (erstwhile
Parsvnath Royal Orchid Hotels Ltd.) has ceased to be a step-down
subsidiary of the Company.
Subsequent to year end:
- Consequent upon disinvestment of equity shares of Parsvnath Retail
Ltd. (PRL) by the Company, PRL has ceased to be subsidiary company;
- Pursuant to acquisition of securities of Parsvnath Hessa Developers
Pvt. Ltd. (PHDPL) by the Company from PE funds, PHDPL has become
subsidiary company;
- Upon notifi cation of revised defi nition of subsidiary company under
Section 2 of the Companies Act, 2013, Parsvnath Rail Land Project Pvt.
Ltd. (PRLPPL) no longer falls under the ambit of a subsidiary company.
Further, Parsvnath Buildwell Pvt. Ltd. (PBPL) & Parsvnath Realcon Pvt.
Ltd. (subsidiary of PBPL) have become subsidiary companies in terms of
the revised defi nition.
As required under the Listing Agreement with the Stock Exchanges, the
Consolidated Financial Statements of the Company and all its
subsidiaries are attached. The Consolidated Financial Statements have
been prepared in accordance with the relevant Accounting Standards as
prescribed under Section 211(3C) of the Companies Act, 1956 ("Act").
These fi nancial statements disclose the assets, liabilities, income,
expenses and other details of the Company, its subsidiaries and
associate companies.
Pursuant to the provisions of Section 212(8) of the Act, the Ministry
of Corporate Affairs has, vide General Circular No. 2/2011 dated
February 08, 2011, granted general exemption for not attaching the
annual accounts of the subsidiary companies with the annual accounts of
holding company.
Accordingly, the Board of Directors of your Company at its meeting held
on May 28, 2013 has given its consent, for not attaching the Annual
Accounts of the subsidiary companies with that of the holding company
and therefore, Balance Sheet, Statement of Profi t and Loss and other
documents of the subsidiary companies required to be attached under
Section 212(1) of the Act to the Balance Sheet of the Company, shall
not be attached. However, a statement containing brief fi nancial
details of the Company''s subsidiaries for the fi nancial year ended
March 31, 2013 is included in the Annual Report. The annual accounts of
these subsidiaries and the related detailed information will be made
available to any Shareholder of the Company/its subsidiaries seeking
such information at any point of time and will also be kept open for
inspection by any Shareholder of the Company/ its subsidiaries at the
registered offi ce of the Company and that of the respective subsidiary
companies between 11.00 a.m. and 1.00 p.m. on all working days. The
Company shall furnish a copy of detailed annual accounts of
subsidiaries to any Shareholder on demand.
Debentures
During the year under review, the Company has fully redeemed Series VII
Secured Redeemable Non-Convertible Debentures (NCDs) aggregating to
Rs.10,000 lacs; Series IX NCDs aggregating to Rs.10,000 lacs & Series X
NCDs aggregating to Rs.370 lacs outstanding at the beginning of the year
and part redeemed Series VIII NCDs aggregating to Rs.4,213.49 lacs.
During the period subsequent to Year end, the Company has raised funds
to the tune of Rs.5,900 lacs through issue of Series XII and Series XIII
secured freely transferable and Non Convertible Debentures of the face
value of Rs.1,00,000/-each aggregating to Rs.295 Lacs & Rs.5,605 Lacs
respectively on private placement basis.
Fixed Deposits
Your Company continues to accept public deposits. The Fixed Deposits
Scheme is receiving a good response and the management of the Company
is thankful to all the investors for participating in the Scheme and
for the trust reposed in the Company. As on March 31, 2013, the Company
has fi xed deposits to the tune of Rs.1,415.16 lacs. The Company has no
overdue deposits other than unclaimed deposits amounting to Rs.20.28 lacs
pertaining to 57 depositors as on March 31, 2013 and out of above 42
depositors having deposits aggregating to Rs.14.19 lacs have subsequently
claimed refund or renewed their deposits. The Company has no over-due
deposits in respect of any small depositors other than unclaimed
deposits.
Directors
During the year under review:
- Shri Sunil Kumar Jain and Dr. Vinod Juneja, Independent Directors
have resigned from the Board of Directors of the Company w.e.f.
November 08, 2012 and February 14, 2013 respectively.
- In accordance with the applicable provisions of the Companies Act,
1956 read with the Articles of Association of the Company, Dr. Rajeev
Jain and Shri Ashok Kumar, Directors of the Company will retire by
rotation at the ensuing Annual General Meeting and being eligible,
offer themselves for re-appointment. Necessary resolutions for their
re-appointment are being included in the Notice convening the ensuing
Annual General Meeting.
Brief Resume of the Directors being re-appointed, as required under
Clause 49 of the Listing Agreement, are furnished in the explanatory
statement to the Notice convening the ensuing Annual General Meeting.
During the period subsequent to Year end, Shri Ram Niwas Lakhotia,
Independent Director has resigned from the Board of Directors of the
Company w.e.f. August 14, 2013.
Board Committees
The Board of Directors has re-constituted the Audit, Shareholders''/
Investors'' Grievance and Remuneration Committees consequent upon
resignation of the Directors as aforesaid.
Directors'' Responsibility Statement
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, your Directors, based on the representation received from the
Operating Management, confi rm that:
(a) in preparation of the annual accounts for the fi nancial year ended
March 31, 2013, the applicable accounting standards have been followed
and that there are no material departures;
(b) the accounting policies selected and applied are consistent and the
judgments and estimates made are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at the end of
the fi nancial year and of the profi t of the Company for that period;
(c) proper and suffi cient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities;
(d) the annual accounts have been prepared on a going concern basis.
Auditors
M/s Deloitte Haskins & Sells, Chartered Accountants (Firm Registration
No. 015125N), Statutory Auditors of the Company, shall retire at the
conclusion of the ensuing Annual General Meeting and are eligible for
re-appointment. It is proposed to re-appoint them as Statutory Auditors
of the Company to hold offi ce until conclusion of the next Annual
General Meeting. The Auditors have confi rmed that the re-appointment,
if made, will be within the limits as prescribed under Section 224 (1B)
of the Companies Act, 1956.
Auditors'' Report
There is no qualifi cation in the Auditors'' Report on the Financial
Statements of the Company for the fi nancial year ended March 31, 2013.
The Auditors in their report to the Members have, however, stated an
"Emphasis of Matter" and made certain observations in the clauses (x) a
and (xi) of the Annexure referred to in their Report and the response
of your Directors is as follows:-"The delays caused in making timely
payment of principal and interest on its borrowings and discharge of
its statutory liabilities have been due to recession in the real estate
industry owing to slowdown in demand. The Company is also facing lack
of adequate sources of fi nance to fund development of its real estate
projects resulting in delayed realisations from its customers and lower
availability of funds to discharge its liabilities. The Company is
exploring alternative sources of fi nance, including sale of non-core
assets to generate adequate cash infl ows for meeting these obligations
and to overcome this temporary liquidity shortage and is hopeful that
these efforts will yield fruitful results."
Corporate Governance
A separate section on Corporate Governance, forming part of the
Directors'' Report and the Certifi cate from the Company''s Auditors
confi rming compliance of Corporate
Governance norms, as prescribed under Clause 49 of the Listing
Agreement, are included in the Annual Report.
Code of Conduct
As prescribed under Clause 49 of the Listing Agreement, a declaration
signed by the Managing Director & CEO affi rming compliance with the
Code of Conduct by the Directors and senior management personnel of the
Company for the fi nancial year 2012-13 is annexed and forms part of
Corporate Governance Report.
Listing with Stock Exchanges
During the year under review, the equity shares of the Company continue
to remain listed with the National Stock Exchange of India Limited
(NSE), BSE Limited (BSE) and Delhi Stock Exchange Limited (DSE). The
listing fee for the fi nancial year 2013-14 to all these stock
exchanges has been paid by the Company. The Equity Shares of the
Company continue to be included in the list of CNX Nifty 500 index of
NSE.
Disclosures
1. Conservation of energy, technology absorption, foreign exchange
earnings and outgo
The nature of operations of the Company does not require disclosure of
particulars relating to conservation of energy and technology
absorption, as prescribed under Section 217(1)(e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988. During the year under review, the
Company has no foreign exchange earnings and has incurred expenditure
of Rs.105.50 lacs as compared to foreign exchange earnings of Rs.43.93 lacs
and expenditure of Rs.166.03 lacs in the previous year respectively.
2. Particulars of Employees
The statement showing particulars of the employees of the Company, to
be furnished under Section 217(2A) of the Companies Act, 1956, read
with the Companies (Particulars of Employees) Rules, 1975, as amended,
is annexed hereto and forms part of this report.
Corporate Social Responsibility (CSR)
The Company is a responsible corporate citizen and is conscientiously
working towards fulfi lling its Corporate Social Responsibility. A
separate section on CSR forms part of the Annual Report.
Acknowledgement
Your Directors wish to place on record their sincere gratitude to the
shareholders, customers, bankers, fi nancial institutions, investors,
vendors and all other business associates for the continuous support
provided by them to the Company and for their confi dence in the
management of the Company. Your Directors wish to appreciate the confi
dence reposed by the foreign investors in the Company, by inducting
funds for implementation of various ongoing projects of the Company
through investment in our SPV Companies. Your Directors also
acknowledge the contribution made by the employees of the Company at
all levels.
On behalf of the Board of Directors
Sd/-
Place: New Delhi PRADEEP KUMAR JAIN
Date: November 06, 2013 Chairman
Mar 31, 2012
The Directors have pleasure in presenting the 21st Annual Report,
together with the audited accounts of the Company for the financial
year ended March 31, 2012.
Financial Results
[Rs. In lacs]
Item STANDALONE
FY 2011-12 FY 2010-11*
Total Revenue 73,857.93 75,154.02
Profit before Depreciation and
Tax (PBDT) 15,562.43 11,800.82
Less: Depreciation 1,499.48 1,632.65
Profit Before Tax (PBT) 14,062.95 10,168.17
Less: Provision for Taxation 11,510.03 2,620.46
Profit After Tax (PAT) 2,552.92 7,547.71
Add: Balance brought forward 70,694.52 73,146.81
Transferred from Debenture
Redemption Reserve 1,214.00 4,750.00
Less: Appropriations
Transferred to Debenture
Redemption Reserve 5,750.00 14,750.00
Amount available for
Appropriation 68,711.44 70,694.52
* Figures of previous year have been regrouped/ reclassified, wherever
required.
Dividend
Your Directors have, with a view to conserve the resources for the
operations of the Company, not recommended any dividend for the year
under review.
Review of Operations
During the year 2011-12, the pace of global economic growth slowed down
considerably to 3.8 per cent as compared to 5.2 per cent in the
previous year.
In the short-term, the domestic real estate sector is passing through a
challenging phase amidst global uncertainties, weakening of growth in
domestic economy, rising interest rates and muted sales volumes.
However, despite these negative sentiments, the long-term growth story
for the real estate sector continues to be intact since the fundamental
demand drivers i.e. increasing urbanisation, favourable demographics,
growth of the services sector and rising incomes are still intact.
The financial year 2011-12 was quite challenging for the Company in the
backdrop of increasing input cost and higher funding cost. The Company
was also affected adversely as a result of non-extension of time by the
Central Government for completion of specified projects, for availing
income-tax exemption, resulting in reversal of income tax exemption
earlier availed by the Company for such projects.
During the year under review, on standalone basis, your Company earned
total revenue of Rs. 73,857.93 lacs in Fiscal 2011-2012 as against Rs.
75,154.02 lacs in Fiscal 2010-2011. The Profit before tax is Rs.
14,062.95 lacs as against Rs. 10,168.17 lacs in Fiscal 2010-2011. Profit
after tax is Rs. 2,552.92 lacs as against Rs. 7,547.71 lacs in Fiscal
2010-2011. Earnings per Share (EPS) of the Company stood at Rs. 0.59 in
Fiscal 2011-2012 as against Rs. 1.82 in Fiscal 2010-2011
During the year under review, on consolidated basis, your Company's
total revenue isRs. 98,121.41 lacs in Fiscal 2011-2012 as against Rs.
94,240.15 lacs in Fiscal 2010-2011. The Profit before tax is Rs.
20,114.34 lacs as against Rs. 23,856.00 lacs in Fiscal 2010-2011. Net
Profit is Rs. 5,608.80 lacs in Fiscal 2011- 2012 as against Rs. 14,105.95
lacs in Fiscal 2010-2011. Earnings per Share (EPS) of the Company stood
at Rs. 1.29 in Fiscal 2011- 2012 as against Rs. 3.40 in Fiscal 2010-2011
The key highlights pertaining to the business of your Company including
its subsidiaries, for the year 2011-12 and period subsequent thereto,
are given hereunder:
a) Approvals/ Certificates
- Obtained approval of Building plans for a commercial building on a
plot of land at K.G. Marg, New Delhi
- Secured a fresh 'Letter of Intent' from Directorate of Town & Country
Planning, Haryana for 50.56 acres for Karnal Township and for 3.106
acres for Commercial project at Badshahpur, Gurgaon
- Received the notification for Hyderabad Biotechnology SEZ.
b) New Developments
- Launch of luxury residential project "Parsvnath Exotica, Ghaziabad"
- Marking foray into the Affordable Hospitality segment- first hotel of
the Company's 100% subsidiary viz. Parsvnath Hotels Limited, under the
name "Comfort Inn Anneha" became operational at Greater Kailash Enclave
II, New Delhi
c) New Projects/ Forthcoming Launches
- Parsvnath City, Karnal
- Parsvnath Greens, Derabassi
- Parsvnath City Centre, Bhiwadi
- Parsvnath Pleasant, Dharuhera
d) During the year under review, the Company offered possessions in
various projects to its customers including the following:
- Parsvnath Pratishtha, Pune (Part completion/ possession)
- Parsvnath Exotica, Gurgaon (Part possession)
- Parsvnath Royale Floors, Jodhpur (Part possession)
- Parsvnath City, Sonepat A-Block (Villas) (Part possession)
- Parsvnath City, Indore (Part possession)
- Parsvnath City, Ujjain (Part possession)
- Parsvnath Narayan City, Jaipur (Part possession)
- Parsvnath City, Jodhpur (Part possession)
- Parsvnath City, Dharuhera (Part possession)
- Parsvnath Planet, Lucknow
e) Projects likely to be completed / Possession likely to be offered in
near future and planned during the current year
- Parsvnath Pratibha, Moradabad (Part completion/ possession)
- Parsvnath Exotica, Gurgaon (Tower No.D4,D5 & D6)
- Parsvnath Pratishtha, Pune (C & D Blocks)
- Parsvnath Regalia, Ghaziabad
- Parsvnath Sterling, Ghaziabad
- Parsvnath City, Dharuhera (Villas)
- Derabassi Greens I & II
- Parsvnath City, Rohtak
- Parsvnath City, Ujjain (Part completion/ possession)
- Parsvnath Paliwal City, Panipat
f) Foreign Direct Investment
As the members are aware, the Company has tied up with overseas
investors for the Foreign Direct Investment in respect of the following
projects:
1. Parsvnath Exotica, Ghaziabad, a premium residential project at
Ghaziabad, spread over an area of 31 acres, being developed by
Parsvnath Buildwell Pvt. Ltd., the Project SPV, pursuant to assignment
of development rights by the Company, in which Anuradha SA Investments
LLC and Anuradha Ventures Ltd., funds managed by SUN-Apollo, an
international real estate private equity fund shall be investing upto Rs.
1,000 million for a 49% stake in the Project SPV. The construction of
the project has already commenced pursuant to obtaining of requisite
approvals. The project was re-launched during the year under review,
which received overwhelming response from the customers/ investors. The
Company has received funds to the tune of Rs. 5,000 lacs during the year
from the overseas investors in terms of the agreement entered into with
them.
2. a) The project "Redfort Parsvnath Towers", a landmark 'A' grade
modern state-of-the-art office-cum-commercial complex of International
Standards located at Bhai Veer Singh Marg, New Delhi, being implemented
by Parsvnath Estate Developers Pvt. Ltd. (PEDPL), the Project SPV, in
terms of the Concession Agreement executed with Delhi Metro Rail
Corporation Ltd. (DMRC) and funding from Red Fort Capital, a leading
international private equity real estate fund, is nearing completion.
The contractor, Larsen & Toubro Ltd. (L&T), India's leading
construction and engineering firm shall be completing the project
during the year 2012-13. This project offers end-users world class
design, modern floor plates and compelling value. Located on a 5-acre
parcel adjacent to the five-star Metropolitan Hotel, the project has a
large leasable area with adequate basement parking spaces and a wide
array of mixed-use facilities and amenities for catering to the needs
of high profile clients for office space.
b) Pursuant to award of bid to the Company for developing a prime land
of 38.3 acres at Sarai Rohilla, New Delhi, auctioned by Rail Land
Development Authority (RLDA) for Rs. 1,651.51 Crores, the Company has
made a payment of Rs. 330.30 Crores as the first tranche of lease premium
through its subsidiary company, Parsvnath Promoters And Developers Pvt.
Ltd. (PPDPL) upon joining hands with Red Fort Capital by way of
off-loading 49% stake to them for Rs. 110 Crores. However, RLDA though
initially accepted PPDPL as the Project SPV, later on withdrew their
assent for using the said PPDPL as Project SPV and asked for a new
Company to be incorporated as Project SPV in terms of the Request For
Proposal (RFP). However, the Company had approached the Hon'ble High
Court of Delhi to, inter alia, direct RLDA to accept PPDPL as Project
SPV. Meanwhile, the Company also incorporated a new SPV viz. Parsvnath
Rail Land Project Pvt. Ltd. (PRLPPL) and offered to RLDA for accepting
the same as Project SPV for this project and RLDA has acceded to our
request and have asked us to fulfil other terms of the RFP. Suitable
steps are being taken to enable PRLPPL to go ahead with the development
of the project at the earliest.
Besides the above, the following FDI projects are progressing
satisfactorily:
1) Parsvnath La-Tropicana, a premium residential project on 16.8 acres
of land situated at Civil Lines, Delhi with equity funding from
Sterling Pathway, Mauritius and Banrod Investments Ltd., Cyprus and
loan from J.P. Morgan Advisors Pvt. Ltd., all J.P. Morgan group
entities, through the Project SPV viz. Parsvnath Landmark Developers
Pvt. Ltd
2) Parsvnath Exotica, Gurgaon, a premium residential project on 30
acres of land situated Opp. Golf Course, Main Sector Road, Sector 53,
Gurgaon, with funding from SUN-Apollo entities, through the Project SPV
viz. Parsvnath Hessa Developers Pvt. Ltd.
g) Status of Other Projects
- Prideasia Project at Chandigarh
The arbitration proceedings between the Company and Chandigarh Housing
Board (CHB) with respect to Company's integrated Project on land
admeasuring 123.79 acres situated at Rajiv Gandhi Technology Park,
Chandigarh, were stayed by Hon'ble Punjab & Haryana High Court.
Subsequently, a Special Leave Petition (SLP) has been filed by the
Company before the Supreme Court and the matter is progressing as on
date.
- Film City Project at Chandigarh
The arbitration proceedings, between Parsvnath Film City Ltd. (PFCL),
one of the subsidiary Companies and Chandigarh Administration (CA) for
seeking refund of allotment money amounting to Rs. 4,775 lacs paid to CA,
have since been completed. The Arbitral Tribunal made its Award in
favour of PFCL Subsequently, CA filed a Petition before the District
Judge at Chandigarh challenging the Award and the matter is being
contested by PFCL.
In line with Company's strategy to reduce debt, the Company has
continued with the strategic and comprehensive portfolio review of its
real estate assets, with a view to exit the non-core assets as and when
any suitable opportunity arises.
The construction and development of projects at various other locations
is currently in progress. Going forward, the Company has identified
following priority areas:
1) Emphasis on execution of existing projects;
2) Strengthening of balance sheet and reducing the debt balance;
3) Outsourcing construction and project management to improve execution
performance in key projects;
4) Continued focus on affordable segment; and
5) Exit from non-core Assets.
A detailed business-wise review of the operations of the Company is
included in the Management Discussion and Analysis section of this
Annual Report.
Management Discussion and Analysis
The Management Discussion and Analysis Report, forming part of
Directors' Report for the year under review, as stipulated under Clause
49 of the Listing Agreement with the Stock Exchanges, is discussed in a
separate section of this Annual Report.
Subsidiaries, Joint Venture Entities and Associate Companies
At the beginning of the year, your Company had fourteen subsidiary
companies. The project-specific or sector-specific subsidiary companies
ensure maximum utilization of available resources through focused
attention on specific activities.
During the year under review, Parsvnath Rail Land Project Pvt. Ltd.
became a subsidiary company.
As required under the Listing Agreement with the Stock Exchanges, the
Consolidated Financial Statements of the Company and all its
subsidiaries are attached. The Consolidated Financial Statements have
been prepared in accordance with the relevant Accounting Standards as
prescribed under Section 211(3C) of the Companies Act, 1956 ("Act").
These financial statements disclose the assets, liabilities, income,
expenses and other details of the Company, its subsidiaries and
associate companies.
Pursuant to the provisions of Section 212(8) of the Act, the Ministry
of Corporate Affairs has, vide General Circular No. 2/2011 dated
February 08, 2011, granted general exemption for not attaching the
annual accounts of the subsidiary companies with the annual accounts of
holding company.
Accordingly, the Board of Directors of your Company at its meeting held
on May 30, 2012 has given its consent, for not attaching the Annual
Accounts of the subsidiary companies with that of the holding company
and therefore, Balance Sheet, Statement of Profit and Loss and other
documents of the subsidiary companies required to be attached under
Section 212(1) of the Act to the Balance Sheet of the Company, shall
not be attached. However, a statement containing brief financial
details of the Company's subsidiaries for the financial year ended
March 31, 2012 is included in the Annual Report. The annual accounts of
these subsidiaries and the related detailed information will be made
available to any Shareholder of the Company/its subsidiaries seeking
such information at any point of time and will also be kept open for
inspection by any Shareholder of the Company/its subsidiaries at the
registered office of the Company and that of the respective subsidiary
companies between 11.00 a.m. and 1.00 p.m. on all working days. The
Company shall furnish a copy of detailed annual accounts of
subsidiaries to any Shareholder on demand
Debentures
During the year under review, the Company has part redeemed Series VIII
& Series X Secured Redeemable Non-Convertible Debentures (NCDs),
aggregating to Rs.298 lacs and Rs.2,130 lacs respectively
Series VII & Series IX NCDs aggregating to Rs.20,000 lacs are isted on
National Stock Exchange of India Limited and BSE Limited and the
Company has complied/ is complying with all the listing requirements
Fixed Deposits
Your Company continues to accept public deposits for 6 months 1 year, 2
years and 3 years tenure. The Fixed Deposits scheme has received a good
response and the management of the Company is thankful to all the
investors for participating in the scheme and for the trust reposed in
the Company. As on March 31, 2012, the Company has fixed deposits to
the tune of Rs.1,237.43 lacs. The Company has no overdue deposits other
than unclaimed deposits amounting to Rs.11.30 lacs, pertaining to 32
depositors, as on March 31, 2012 and out of above 29 depositors having
deposits aggregating to Rs.10.35 lacs have subsequently claimed refund or
renewed their deposits
Raising of additional long-term funds by further issuance of Securities
including through Qualified Institutions Placement (QIP)
Your Company proposes to raise funds by issuance of Securities such as
Equity Shares, Preference Shares, Convertible Debentures,
Non-Convertible Debentures etc., in one or more tranches, in such form
(including through QIP as prescribed under Chapter VIII of the SEBI
(Issue of Capital and Disclosure Requirements) Regulations, 2009), on
such terms, in such manner, at such price or prices and at such time as
may be considered appropriate by the Board, to the various categories
of domestic and/or international investors, for the purpose of meeting
its funding requirement for execution of projects repayment of high
cost loans, general corporate purposes and to augment its financial
position and approval of Members is being sought for this purpose in
the ensuing Annual General Meeting. This will enable the Company to
raise funds within a period of twelve months from the date of approval
in the manner aforesaid
Directors
During the year under review:
- Shri Gobind Ram Gogia, Whole-time Director designated as 'Director
(Business Development)' resigned w.e.f. December 31, 2011
- In accordance with the applicable provisions of the Companies Act,
1956 read with the Articles of Association of the Company, Dr. Pritam
Singh and Shri Sunil Kumar Jain, Directors of the Company will retire
by rotation at the ensuing Annual General Meeting and being eligible,
offer themselves for re-appointment. Necessary resolutions for their
re-appointment are being included in the Notice convening the ensuing
Annual General Meeting
Brief Resume of the Directors being re- appointed, as required under
Clause 49 of the Listing Agreement, are furnished in the explanatory
statement to the Notice convening the ensuing Annual General Meeting
Board Committees
The Board of Directors has re-constituted the Shareholders'/ Investors'
Grievance Committee twice, by inducting Dr. Rajeev Jain in place of
Shri Gobind Ram Gogia and further by inducting Shri Sanjeev Kumar Jain,
Managing Director and Shri Ramdas Janardhana Kamath, as Members
Directors' Responsibility Statement
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, your Directors, based on the representation received from the
Operating Management, confirm that:
(a) in preparation of the annual accounts for the financial year ended
March 31, 2012, the applicable accounting standards have been followed
and that there are no material departures;
(b) the accounting policies selected and applied are consistent and the
judgments and estimates made are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at the end of
the financial year and of the profit of the Company for that period
(c) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities;
(d) the annual accounts have been prepared on a going concern basis.
Auditors
M/s Deloitte Haskins & Sells, Chartered Accountants (Firm Registration
No. 015125N), Statutory Auditors of the Company shall retire at the
conclusion of the ensuing Annual General Meeting and are eligible for
re-appointment. It is proposed to re-appoint them as Statutory Auditors
of the Company to hold office until conclusion of the next Annual
General Meeting. The Auditors have confirmed that the re- appointment,
if made, will be within the limits as prescribed under Section 224 (1B)
of the Companies Act, 1956.
Auditor's Report
There is no qualification in the Auditor's Report on the Annual
Accounts of the Company for the financial year ended March 31, 2012.
They have, however, made certain observations in their Report and the
Board would like to draw your attention to the following:
1. Clause (x)(a) of the Annexure referred to in Paragraph 3 of the
Auditor's Report:
The delays caused in making payment of certain statutory dues during
the financial year has been due to the continued liquidity problems
caused by inadequate cash inflows during the financial year and the
Company had to utilize the available cash inflows formeeting its
various urgent needs. However, there were no undisputed statutory dues
which were outstanding for more than six months since they became due
except Income tax dues.
2. Clause (xi)of the Annexure referred to in Paragraph 3 of the
Auditor's Report:
The Company continued to face difficulties in making timely payments of
its dues to Banks, Financial Institutions and Debentureholders during
the financial year as a result of lack of adequate cash inflows.
Efforts are being made to generate adequate cash flows during the
current financial year for meeting these obligations in a timely manner
and the Company is hopeful that these efforts will yield fruitful
results.
Corporate Governance
A separate section on Corporate Governance, forming part of the
Directors' Report and the Certificate from the Company's Auditors
confirming compliance of Corporate Governance norms, as prescribed
under Clause 49 of the Listing Agreement, are included in the Annual
Report.
Code of Conduct
As prescribed under Clause 49 of the Listing Agreement, a declaration
signed by the Managing Director & CEO affirming compliance with the
Code of Conduct by the Directors and senior management personnel of the
Company for the financial year 2011-12 is annexed and forms part of
Corporate Governance Report.
Listing with Stock Exchanges
During the year under review, the equity shares of the Company continue
to remain listed with the National Stock Exchange of India Limited
(NSE), BSE Limited (BSE) and Delhi Stock Exchange Limited (DSE).
Further, Series VII & Series IX NCDs remained listed on NSE and BSE.
The listing fee for the financial year 2012-13 to all these stock
exchanges has been paid by the Company. The Equity Shares of the
Company continue to be included in the list of S&P CNX 500 index of
NSE.
Disclosures
1. Conservation of energy, technology absorption, foreign exchange
earnings and outgo
The nature of operations of the Company does not require disclosure of
particulars relating to conservation of energy and technology
absorption, as prescribed under Section 217(1)(e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988. The foreign exchange earnings and
expenditure of the Company during the year under review were Rs.43.93
lacs and Rs.166.03 lacs respectively as compared to Rs.38.66 lacs and Rs.
89.68 lacs in the previous year respectively.
2. Particulars of Employees
The statement showing particulars of the employees of the Company, to
be furnished under Section 217(2A) of the Companies Act, 1956, read
with the Companies (Particulars of Employees) Rules, 1975, as amended,
is annexed hereto and forms part of this report.
Corporate Social Responsibility (CSR)
The Company is a responsible corporate citizen and is conscientiously
working towards fulfilling its Corporate Social Responsibility. A
separate section on CSR forms part of the Annual Report.
Acknowledgement
Your Directors wish to place on record their sincere gratitude to the
shareholders, customers, bankers, financial institutions, investors,
vendors and all the other business associates for the continuous
support provided by them to the Company and for their confidence in the
management of the Company. Your Directors wish to appreciate the
confidence reposed by the foreign investors in the Company, by
inducting funds for implementation of various ongoing projects of the
Company through investment in our SPV Companies. Your Directors also
place on record their deep appreciation for the contribution made by
Shri G.R. Gogia, Whole-time Director who was associated with the
Company for nearly a decade in different capacities and resigned due to
health reasons during the year. Your Directors also acknowledge the
contribution made by the employees of the Company at all levels.
On behalf of the Board of Directors
Place: New Delhi Sd/-
Date: August 13, 2012 PRADEEP KUMAR JAIN
Chairman
Mar 31, 2011
Dear Shareholders,
The Directors have pleasure in presenting the 20th Annual Report,
together with the audited accounts of the Company for the financial
year ended March 31, 2011.
Financial Results
[Rs. in lacs]
Item STANDALONE
FY 2010-11 FY 2009-10
Total Revenue 75,154.02 81,717.56
Profit before Interest, Depreciation
and Tax (PBIDT) 17,844.26 26,903.72
Less: Interest & Finance Charges 5,504.44 7,892.76
Profit before Depreciation and Tax
(PBDT) 12,339.82 19,010.96
Less: Depreciation 1,632.65 2,132.93
Profit Before Tax (PBT) 10,707.17 16,878.03
Less: Provision for Taxation 3,159.46 3,492.94
Profit After Tax (PAT) 7,547.71 13,385.09
ADD:
Balance brought forward 73,146.81 59,511.72
Transferred from Debenture 4,750.00 250.00
Redemption Reserve
LESS: APPROPRIATIONS
Transferred to Debenture 14,750.00 -
Redemption Reserve
Balance Carried to the Balance Sheet 70,694.52 73,146.81
Dividend
Your Directors have, with a view to conserve the resources for the
operations of the Company, not recommended any dividend for the year
under review.
Review of Operations
Fiscal 2010- 2011 was a mixed year for the Indian economy. The economy
began the year on a confident note with high growth, which however
tapered off towards the close of the year. The biggest threat to the
growth of the performance of the Indian economy was the rising
inflation, which spilled over to affect the rest of the economy and to
push up raw material costs in the industrial economy.
The real estate sector is a key growth driver of the Country's economy.
The contribution of the residential segment alone to India's GDP is
around 5 to 6 %. The sector continued to strengthen in the first half
of the fiscal year witnessing robust demand and broad based recovery
across diverse product segments and micro markets.
However, your Company has progressed well on all its key business
parameters that it had set and will continue to put thrust on faster
execution, timely deliveries and maximising cash flows.
During the year under review, on standalone basis, your Company's total
revenue is Rs.75,154.02 lacs in Fiscal 2010-2011 as against
Rs.81,717.56 lacs in Fiscal 2009-2010. The Profit before tax is
Rs.10,707.17 lacs as against Rs.16,878.03 lacs in Fiscal 2009- 2010.
Profit after tax is Rs.7,547.71 lacs as against Rs.13,385.09 lacs in
Fiscal 2009-2010. Earnings per Share (EPS) of the Company stood at
Rs.1.82 per share in Fiscal 2010-2011 as against Rs.3.50 per share in
Fiscal 2009-2010.
During the year under review, on consolidated basis, your Company's
total revenue is Rs.94,240.15 lacs in Fiscal 2010- 2011 as against
Rs.98,818.20 lacs in Fiscal 2009-2010. The Profit before tax increased
by 25.03 % from Rs.19,619.07 lacs in Fiscal 2009-2010 to Rs.24,529.47
lacs in Fiscal 2010-2011. Net Profit increased by 4.59% from
Rs.13,486.38 lacs in Fiscal 2009-2010 to Rs.14,105.95 lacs in Fiscal
2010-2011. Earnings per Share (EPS) of the Company stood at Rs.3.40 per
share in Fiscal 2010-2011 as against Rs.3.52 per share in Fiscal
2009-2010.
The key highlights pertaining to the business of your Company,
including its subsidiaries, for the year 2010-11 and period subsequent
thereto, are given hereunder:
a) Approvals/ Certificates
- Awarded a Safety Certificate by Delhi Metro Rail Corporation Ltd.
(DMRC) for completing "one million man hours worked without reportable
incident" with regard to the construction of Dhaula Kuan Metro Station
at the Airport Metro Express Line.
- Won the bid for a 38.3 acres prime land in Sarai Rohilla, New Delhi,
auctioned by Rail Land Development Authority (RLDA) for Rs.1,651.51
Crores. Letter of Acceptance (LOA) has been received and the Company
has paid Rs.330.30 Crores towards the first tranche of lease premium
through one of its subsidiary companies.
The development would mainly consist of luxury Residential Apartments
alongwith required infrastructure and the total developable area would
be over four million sq. ft.
- Completion/ Occupancy Certificate received for the following
Projects:-
- Occupancy Certificate received for Eight Towers of Exotica Group
Housing project, an ultra modern Luxury Project at Gurgaon.
- Occupancy Certificate received for Parsvnath Commercial Complex,
Seelampur Metro Station from Municipal Corporation of Delhi.
- Completion Certificate received for Parsvnath City (A & B block) at
Indore, Madhya Pradesh.
- Completion certificate received for Akshardham Metro Station, Delhi
from DMRC.
b) New Licences/Sanctions
- Received Licence for Rohtak Township, comprising an area of 118.188
acres from the Town and Country Planning Department of Haryana
Government.
- Building Plans approval received for construction of an Ultra modern
Group Housing Project at Subhash Nagar, New Delhi from Municipal
Corporation of Delhi.
- Environment Clearance received for Parsvnath City, Lucknow and
Parsvnath City, Rohtak.
- No-Objection Certificate received from Airport Authority of India for
construction of Parsvnath Mall- cum-Hotel, Kukatpally, Hyderabad.
c) New Projects/ Forthcoming Launches
- "Red Fort Parsvnath Towers", A-Grade Office-cum- Commercial Complex
in the heart of New Delhi's Connaught Place Zone on Bhai Veer Singh
Marg.
- "The Parsvnath", an ultra-modern state-of-the-art Office-cum-Retail
Complex on Kasturba Gandhi Marg, New Delhi
- Parsvnath Paramount, a Super Luxury Air-conditioned Group Housing
Project, at Subhash Nagar, New Delhi (Re-launch)
- Parsvnath Exotica Group Housing Project, Ghaziabad (Re-launch).
d) Projects completed/Possession Offered
- Parsvnath Exotica Group Housing, Phase I & II, Gurgaon
- Parsvnath Panorama Group Housing, Greater Noida
- Parsvnath Green Ville, Gurgaon (Tower Block)
- Parsvnath Narayan City, Jaipur
- Parsvnath Royale Floors, Jodhpur (Part possession)
- Parsvnath Panchvati, Agra
- Parsvnath City, Jodhpur (Part possession)
- Parsvnath City, Ujjain (Block D)
- Parsvnath City, Sonepat (Block A)
- Parsvnath King City, Rajpura (Phase I & II)
- Parsvnath City, Dharuhera (Part possession)
- Parsvnath City, Indore (Block A & B)
- Parsvnath Paradise -II, Ghaziabad
- Parsvnath Kaushambi Mall, Ghaziabad
- Parsvnath City Mall, Faridabad
- Parsvnath Eleganza, Dehradun
- Parsvnath Metro Mall, Seelampur Metro Station (Part I), Delhi
e) Projects likely to be completed / Possession offered/ likely to be
offered
- Parsvnath Exotica, Group Housing, (Phase III & IV), Gurgaon
- Parsvnath Regalia, Group Housing, Ghaziabad
- Parsvnath Sterling, Group Housing, Ghaziabad
- Parsvnath Pratibha, Group Housing, Moradabad
- Parsvnath Pratishtha, Group Housing, Pune
- Parsvnath Planet, Group Housing, Lucknow
- Parsvnath Paliwal City, Panipat
- Parsvnath City, Jodhpur (Part possession)
- Parsvnath Ashiana Mall, Moradabad
- Parsvnath City, Ujjain (Part possession)
- Parsvnath City, Indore (Part possession)
- Parsvnath Royale Floors, Jodhpur (Part possession)
- Parsvnath City, Dharuhera (Part possession)
- Parsvnath Royale Villa, Sonepat
f) Foreign Direct Investment
Your Directors inform that during the year under review, the Company
has:
1) Inked an agreement with Anuradha SA Investments LLC and Anuradha
Ventures Ltd., funds managed by SUN-Apollo, an international real
estate private equity fund, for an investment in its premium
residential project at Ghaziabad, Uttar Pradesh ("Project") spread over
an area of approx. 31 acres known as "Parsvnath Exotica - Ghaziabad".
SUN- Apollo will invest upto Rs.1,000 million for a 49% stake in the
project SPV, Parsvnath Buildwell Private Limited, which will develop
the Project, pursuant to assignment of development rights by the
Company. The construction of the Project has already commenced and all
requisite approvals including sanction of building plans, besides
various other approvals such as environmental clearance etc. have
already been obtained.
2) Red Fort Capital, a leading international Private Equity Real Estate
firm joined hands with the Company to develop "Red Fort Parsvnath
Towers", the landmark A-Grade modern state-of-the-art office-
cum-commercial Complex of International Standards, located in the heart
of New Delhi i.e. Connaught Place on Bhai Veer Singh Marg. The Company
has executed a Concession Agreement with Delhi Metro Rail Corporation
(DMRC) for this Project.
The entities controlled by Red Fort have since invested Rs.138 Crores
in Parsvnath Estate Developers Pvt. Ltd. (Formerly Farhat Developers
Pvt. Ltd.), project SPV/ subsidiary company as foreign direct
investment. "Red Fort Parsvnath Towers" shall offer end- users world
class design, modern floor plates and compelling value. Located on a
5-acre parcel adjacent to the five-star Metropolitan Hotel, the project
has a leasable area of approx. 300,000 sq. ft., with approx. 800
basement parking spaces and a wide array of mixed-use facilities and
amenities. The Company has assigned its rights in the Concession
Agreement to the abovesaid SPV, which shall develop the project. All
the necessary approvals for construction and development of the project
have already been received and the development has already commenced.
The Company has already awarded the contract to Larsen & Toubro (L&T),
India's leading construction and engineering firm, for construction of
the project on a turnkey basis.
3) Red Fort Capital has again joined hands with the Group to develop a
prime land parcel of 38.3 acres in Sarai Rohilla, New Delhi, auctioned
by Rail Land Development Authority (RLDA) for Rs.1,651.51 Crores, which
was awarded to the Company, being the highest bidder. Letter of
Acceptance (LOA) has been received and the Company has paid Rs.330.30
Crores towards the first tranche of lease premium through its
subsidiary company. The Company sold 49% stake of its SPV/ subsidiary
company viz. Parsvnath Promoters And Developers Pvt. Ltd. to Red Fort
Capital for Rs.110 Crores. In addition to this, Red Fort Capital will
invest another Rs.160 Crores. The development would consist of luxury
Residential Apartments alongwith required infrastructure and the total
developable area would be over four million sq. ft.
g) Status of Dormant Projects:
- Prideasia Project at Chandigarh
The arbitration proceedings commenced between the Company and
Chandigarh Housing Board (CHB) with respect to Company's integrated
Project on land admeasuring 123.79 acres situated at Rajiv Gandhi
Technology Park, Chandigarh, are progressing as on date.
- Film City Project at Chandigarh
The arbitration proceedings commenced between Parsvnath Film City Ltd.
(PFCL), one of the subsidiary Companies and Chandigarh Administration
(CA) for seeking refund of allotment money amounting to Rs.4,775 lacs
paid to CA, are progressing as on date. Considering the facts and the
discussions with Legal Counsel, the Management considers the above
advance as good and fully recoverable, disclosure of which has been
made in the 'Notes to Accounts' section of this Annual Report.
In line with Company's strategy to reduce debt, the Company has
continued a strategic and comprehensive portfolio review of its real
estate assets, with a view to exit the non-strategic assets & monetized
few of its non-core assets. Accordingly, during the period under
review, the Company has exited from the Jamnagar Housing Project and
Vastrapur (Ahmedabad) Commercial Project.
The construction and development of projects at various other locations
is currently in progress. Your Company has identified three key
priority areas as under:
- Continued focus on Execution of Existing Projects
- Continued focus on Affordable Housing
- Strengthening Balance Sheet & Deleveraging
A detailed business-wise review of the operations of the Company is
included in the Management Discussion and Analysis section of this
Annual Report.
Management Discussion and Analysis
The Management Discussion and Analysis Report, forming part of
Directors' Report for the year under review, as stipulated under Clause
49 of the Listing Agreement with the Stock Exchanges, is discussed in a
separate section of this Annual Report.
Subsidiaries, Joint Venture Entities and Associate Companies
At the beginning of the year, your Company had fourteen subsidiary
companies. The project-specific or sector-specific subsidiary companies
ensure maximum utilization of available resources through focused
attention on specific activities.
During the year under review, four companies became subsidiary
companies, as under:
Parsvnath Estate Developers Private Limited; Parsvnath Promoters And
Developers Private Limited; Parsvnath Hospitality Holdings Limited,
Singapore (Chain subsidiary being subsidiary company of Parsvnath
Developers Pte. Ltd., Singapore based subsidiary) and Parsvnath MIDC
Pharma SEZ Private Limited (Chain subsidiary being subsidiary Company
of Parsvnath Infra Limited).
During the year under review, the Company has disinvested in four
subsidiary companies viz. M/s Baasima Buildcon Private Limited, Jarul
Promoters & Developers Private Limited, Parsvnath Developers (GMBT)
Private Limited and Parsvnath Developers (SBBT) Private Limited and
hence the said Companies ceased to be subsidiaries as at March 31,
2011.
As required under the Listing Agreements with the Stock Exchanges, the
Consolidated Financial Statements of the Company and all its
subsidiaries are attached. The Consolidated Financial Statements have
been prepared in accordance with the relevant Accounting Standards as
prescribed under Section 211(3C) of the Companies Act, 1956 ("Act").
These financial statements disclose the assets, liabilities, income,
expenses and other details of the Company, its subsidiaries and
associate companies.
Pursuant to the provisions of Section 212(8) of the Act, the Ministry
of Corporate Affairs has, vide General Circular No. 2/2011 dated
February 08, 2011, granted general exemption for not attaching the
annual accounts of the subsidiary companies with the annual accounts of
holding company.
Accordingly, the Board of Directors of your Company at its meeting held
on May 30, 2011 has given its consent, for not attaching the Annual
Accounts of the Subsidiary Companies with that of the Holding Company
and therefore, Balance Sheet, Profit & Loss Account and other documents
of the subsidiary companies required to be attached under Section
212(1) of the Act to the Balance Sheet of the Company, shall not be
attached. However, a statement containing brief financial details of
the Company's subsidiaries for the financial year ended March 31, 2011
is included in the Annual Report. The annual accounts of these
subsidiaries and the related detailed information will be made
available to any Shareholder of the Company/its subsidiaries seeking
such information at any point of time and will also be kept open for
inspection by any Shareholder of the Company/ its subsidiaries at the
registered office of the Company and that of the respective subsidiary
companies between 11.00 a.m. and 1.00 p.m. on all working days. The
Company shall furnish a copy of detailed annual accounts of
subsidiaries to any Shareholder on demand.
Finance
During the year under review, the Secured Redeemable Non- Convertible
Debentures (Series-VI) issued by the Company on private placement
basis, aggregating to Rs.47.50 Crores outstanding at the beginning of
the year were redeemed and an equivalent amount was transferred from
Debenture Redemption Reserve to Profit and Loss Account.
As on date, the Company has raised funds to the tune of Rs.410 Crores,
through issue of following series of Non-Convertible Debentures (NCDs)
on private placement basis, as detailed below, for meeting ongoing
working capital and / or any capital expenditure and an amount of
Rs.147.50 Crores was transferred from Profit and Loss Account to
Debenture Redemption Reserve.
S. Particulars of the NCDs ISIN Total
No. Amount
1. Secured Redeemable INE561H07098 Rs.100 Crores
Non-Convertible
Debentures (Series-VII)
2. Secured Redeemable INE561H07106 Rs.60 Crores
Non -Convertible
Debentures (Series-VIII)
3. Secured Redeemable INE561H07114 Rs.100 Crores
Non-Convertible
Debentures (Series-IX)
4. Secured Redeemable INE561H07122 Rs.25 Crores
Non-Convertible
Debentures (Series X)
5. Secured Redeemable INE561H07130 Rs.125 Crores
Non-Convertible
Debentures (Series-XI)
Out of above, Series VII & Series IX NCDs aggregating to Rs. 200 Crores
are listed on National Stock Exchange of India Limited and BSE Limited
and the Company has complied/ is complying with all the listing
requirements.
Fixed Deposits
During the year under review, the Company has started accepting Fixed
Deposits from the public pursuant to the provisions of Section 58A and
58AA or any other relevant provisions of the Companies Act, 1956 read
with the Companies (Acceptance of Deposit) Rules, 1975 made thereunder.
Fixed deposits received from the shareholders and the public as on
March 31, 2011 stood at Rs.3.02 Crores.
Raising of additional long- term funds by further issuance of
Securities including through Qualified Institutions Placement (QIP)
During the year under review, your Company has successfully completed
issue of equity shares on Qualified Institutions Placement (QIP) basis
as prescribed under Chapter VIII of the SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2009 on October 12, 2010 and
raised Rs.269.52 Crores by way of fresh issue of 1,90,38,113 equity
shares of Rs.10/- each at a premium of Rs.131.57/- per share, which sum
had fully been utilised for repayment of loans, development of ongoing
projects and general corporate purposes, as envisaged in the QIP
placement document. Consequently, the Paid-up Share Capital has
increased from Rs.19,855.25 lacs comprising 19,85,52,472 (Nineteen
Crores Eighty Five Lacs Fifty Two Thousand Four Hundred Seventy Two)
Equity Shares of Rs.10/- (Rupees Ten) each to Rs.21,759.06 lacs
comprising Rs.21,75,90,585 (Twenty One Crores Seventy Five Lacs Ninety
Thousand Five Hundred Eighty Five) Equity Shares of Rs.10/-(Rupees Ten)
each.
The Company further proposes to raise funds by issuance of Securities
such as Equity Shares, Preference Shares, Convertible Debentures,
Non-Convertible Debentures etc., in one or more tranches, in such form
(including through QIP as prescribed under Chapter VIII of the SEBI
(Issue of Capital and Disclosure Requirements) Regulations, 2009), on
such terms, in such manner, at such price or prices and at such time as
may be considered appropriate by the Board, to the various categories
of domestic and/or international investors, for the purpose of meeting
its funding requirement for execution of projects, repayment of high
cost loans, general corporate purposes and to augment its financial
position and approval of Members is being sought for this purpose in
the forthcoming Annual General Meeting.
Change in Share Capital pursuant to Sub- division / Split of Equity
Shares
During the year under review, your Company has, pursuant to the
resolution passed by the Shareholders of the Company in the Annual
General Meeting held on September 24, 2010 and the resolution passed by
the Board of Directors of the Company in its Meeting held thereafter,
sub-divided its each existing Equity Share having face value of Rs.10/-
(Rupees Ten) each into 2 (Two) Equity Shares having face value of
Rs.5/- (Rupees Five) each fully paid up, in order to enhance the
liquidity of the stock and broad base our investor community, w.e.f.
October 19, 2010 being the record date. Accordingly, new ISIN
INE561H01026 has been activated in place of the then existing ISIN
INE561H01018.
Consequent to allotment of shares under QIP basis and Sub- division /
split of shares as mentioned above, the Capital structure of the
Company stands changed as follows:
Authorised Share Capital : Rs.350,00,00,000/- (Rupees Three Hundred
Fifty Crores) consisting of 60,00,00,000 (Sixty Crores) Equity Shares
of Rs.5/- (Rupees Five) each and 5,00,00,000 (Five Crores) Preference
Shares of Rs.10/- (Rupees Ten) each.
Issued, Subscribed and Paid-up Capital: Rs.217,59,05,850/- (Rupees Two
Hundred Seventeen Crores Fifty Nine Lacs Five Thousand Eight Hundred
Fifty) consisting of 43,51,81,170 (Forty Three Crores Fifty One Lacs
Eighty One Thousand One Hundred Seventy) Equity Shares of Rs.5/-
(Rupees Five) each.
Directors
During the year under review:
- Shri Gobind Ram Gogia, Whole-time Director designated as 'Director
(Business Development)' was re-appointed for a further period of five
years w.e.f. May 19, 2010.
- Dr. Vinod Juneja was appointed as an Additional Director of the
Company by the Board of Directors at its meeting held on November 12,
2010, who holds office upto the ensuing Annual General Meeting of the
Company, pursuant to Section 260 of the Companies Act, 1956 read with
Article 98 of the Articles of Association of the Company. The Company
has received notice in writing under Section 257 of the Companies Act,
1956 alongwith requisite deposit from a Member of the Company,
proposing the candidature of Dr. Vinod Juneja for the office of
Director of the Company. Necessary resolution for his appointment as
Director liable to retirement by rotation is being included in the
Notice convening the Annual General Meeting.
- In accordance with the applicable provisions of the Companies Act,
1956 read with the Articles of Association of the Company, Shri Gobind
Ram Gogia, Shri Ashok Kumar and Shri Ramdas Janardhana Kamath,
Directors of the Company will retire by rotation at the ensuing Annual
General Meeting and being eligible, offer themselves for
re-appointment. Necessary resolutions for their re- appointment are
being included in the Notice convening the Annual General Meeting.
- The Shareholders of the Company vide their resolutions passed by way
of postal ballot, result of which was announced on April 08, 2011, have
approved re-appointment and remuneration of Whole-time Directors viz.
Shri Pradeep Kumar Jain as Whole-time Director designated as
'Chairman', Shri Sanjeev Kumar Jain as Managing Director & Chief
Executive Officer and Dr. Rajeev Jain as Whole-time Director designated
as 'Director (Marketing)', of the Company, for a period of five years
with effect from March 01, 2011.
Brief Resume of the Directors being appointed / re-appointed, as
required under Clause 49 of the Listing Agreement, are furnished in the
explanatory statement to the Notice convening the ensuing Annual
General Meeting.
Directors' Responsibility Statement
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, your Directors, based on the representation received from the
Operating Management, confirm that:
(a) in preparation of the annual accounts for the financial year ended
March 31, 2011, the applicable accounting standards have been followed
and that there are no material departures;
(b) the accounting policies selected and applied are consistent and the
judgments and estimates made are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at the end of
the financial year and of the profit of the Company for that period;
(c) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities;
(d) the annual accounts have been prepared on a going concern basis.
Auditors
M/s Deloitte Haskins & Sells, Chartered Accountants (Firm Registration
No. 015125N), Statutory Auditors of the Company, shall retire at the
conclusion of the ensuing Annual General Meeting and are eligible for
re-appointment. It is proposed to re-appoint them as Statutory Auditors
of the Company to hold office until conclusion of the next Annual
General Meeting. The Auditors have confirmed that the re-appointment,
if made, will be within the limits as prescribed under Section 224(1B)
of the Companies Act, 1956.
The operations of the Company do not require audit of cost accounts, in
terms of the provisions of the Companies Act, 1956 read with the Rules
made thereunder.
Auditors' Report
There is no qualification in the Auditors' Report on the Annual
Accounts of the Company for the financial year ended March 31, 2011.
They have, however, made certain observations in their Report and the
Board would like to draw your attention to the following:
1. Clause (x) a of the Annexure referred to in Paragraph 3 of the
Auditors' Report:
The Company continued to face liquidity crunch situation as a result of
inadequate cash inflows and had to appropriate the available cash flows
for the various immediate needs of the Company resulting in delays in
the payment of certain statutory dues during the financial year.
However, there were no undisputed statutory dues which were outstanding
for more than six months since they became due except the instalments
of advance Income Tax.
2. Clause (xi) of the Annexure referred to in Paragraph 3 of the
Auditors' Report:
Due to inadequate cash inflows, your Company had faced difficulties in
making timely payments of its dues to Banks/ Financial Institutions.
However, the Company is hopeful of generating adequate cash flows to
meet its obligations for timely payments to Banks/Financial
Institutions.
Corporate Governance
A separate section on Corporate Governance, forming part of the
Directors' Report and the Certificate from the Company's Auditors
confirming compliance of Corporate Governance norms, as prescribed
under Clause 49 of the Listing Agreement, are included in the Annual
Report.
Listing with Stock Exchanges
During the year under review, the equity shares of the Company continue
to remain listed with the National Stock Exchange of India Limited
(NSE), BSE Limited (BSE) and Delhi Stock Exchange Limited (DSE).
Further, during the year, Series VII & IX NCDs got listed on NSE and
BSE. The listing fee for the financial year 2011-12 to all these stock
exchanges has been paid by the Company. The Equity Shares of the
Company continue to be included in the list of S&P CNX 500 index of
NSE.
Disclosures
1. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The nature of operations of the Company does not require disclosure of
particulars relating to conservation of energy and technology
absorption, as prescribed under Section 217(1)(e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988. The foreign exchange earnings and
expenditure of the Company during the year under review were Rs.38.66
lacs and Rs.89.68 lacs respectively as compared to Rs.133.25 lacs and
Rs.107.13 lacs in the previous year respectively.
2. PARTICULARS OF EMPLOYEES
The statement showing particulars of the employees of the Company, to
be furnished under Section 217(2A) of the Companies Act, 1956, read
with the Companies (Particulars of Employees) Rules, 1975, as amended,
is annexed hereto and forms part of this report.
Corporate Social Responsibility (CSR)
The Company firmly believes that Corporate Social Responsibility adds
corporate value to organizations. This belief gave birth to Parsvnath
Foundations, a CSR arm of the Company. It is a Society formed as NGO,
established mainly to attain social responsibility, related to
education and health care. Parsvnath Foundations is dedicated to
promote, operate, improve and develop scientific institutions,
libraries, clinics, hospitals, dispensaries, crèches for poor & needy.
It will also assist in constructing, running and developing schools. It
also undertakes initiative in providing assistance in printing,
publishing books, magazines, newspapers, pamphlets. The foundation is
also providing educational assistance to the needy students, by payment
of fees, donation for building/development of school in tribal areas of
the State of Madhya Pradesh, thereby leading to eradication of
illiteracy for the poor & needy.
Acknowledgement
Your Directors wish to place on record their sincere gratitude to the
shareholders, customers, bankers, financial institutions, investors,
vendors and all the other business associates for the continuous
support provided by them to the Company and for their confidence in the
management of the Company. Your Directors wish to appreciate the
confidence reposed by the foreign investors in the Company, by
inducting funds for implementation of various ongoing projects of the
Company through investment in our SPV Companies. Your Directors also
place on record their deep appreciation of the contribution made by the
employees at all levels.
On behalf of the Board of Directors
Sd/-
Place: New Delhi PRADEEP KUMAR JAIN
Date: August 11, 2011 Chairman
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