To,
The Members of Parab Infra Limited
The Directors of your Company are pleased to present the 28th Annual Report
together with the Audited Financial Statements for the financial year ended on 31st
March, 2017.
1. FINANCIAL RESULTS:
The following table shows the operational results of the Company for the year 2016-17
as compared to that of the previous year:
|
|
(Amount in Rs) |
| Particulars |
31-03-2017 |
31-03-2016 |
| Total Income |
1,46,50,147 |
1,73,87,589 |
| Total Expenses |
71,79,019 |
1,12,11,260 |
| Profit before Tax |
74,71,128 |
61,76,329 |
| Less: Provision for Tax |
|
|
| Current Tax |
22,67,500 |
19,08,486 |
| Deferred Tax |
- |
- |
| Profit after Tax |
52,03,628 |
42,67,843 |
2. PERFORMANCE & RESULTS:
During the year under review, the Company has made a profit after tax of Rs.
52,03,628/- against the profit earned in the previous year of Rs.42,67,843/-. Detailed
performance of the Company is set out under Managements and Discussion Analysis Report as
attached to this Report.
3. CHANGES IN THE NATURE OF BUSINESS, IF ANY:
During the year under review, there were no changes in the nature of business of the
Company.
4. DIVIDEND:
After considering the financial results for the financial year 2016-17, your Directors
are of the opinion that it is prudent that no dividend be declared for the year under
review so that the profits earned in the financial year can be ploughed back and utilized
for growth and other expansion plans.
5. FIXED DEPOSITS:
The Company has not accepted any fixed deposits from the public falling within the
ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits)
Rules, 2014 and as such no amount of principal or interest was outstanding as on the
Balance sheet date.
6. SHARE CAPITAL:
There is no change in the share capital of the Company during the year 2016-17. There
was no public issue, rights issue, bonus issue or preferential issue during the year under
review. The Company has not issued any shares with differential voting rights, sweat
equity shares nor has it granted any stock options.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Chairman of the Board:
Mr. Kalu Kamble is a Chairman (Executive Director) of the Board.
Inductions:
The following appointments were made till the date of the report:
• Ms. Khushboo Parkar who was appointed as an Additional Director on 26th
May, 2016 was regularized as an Independent Director with effect from 21st
September, 2016. ? Mr. Paresh Rathod was appointed as an Independent Director on Board
with effect from 8th February, 2017 pursuant to postal ballot results of which
were declared on 8th February 2017. ? Mr. Narendra Dogra was appointed as an
Additional Director on 31st August, 2017 in the capacity of Managing Director
subject to shareholders approval.
• Ms. Neha Botadra is appointed as Compliance officer of the Company with effect
from 31st August, 2017.
Re-appointments:
• As per the provisions of the Companies Act, 2013, Mr. Kalu Kamble retires by
rotation at the ensuing AGM and being eligible seeks re-appointment. The Board recommends
his re-appointment.
Re-designation:
• Mr. Kalu Kamble, whole Time Director was re-designated as Chief Financial
Officer with effect from 12th August, 2016.
Resignations:
• Ms. Rohini Sehgal ceased to be an Independent Director and Ms. Vyakhya Nemani
ceased to be Company Secretary of the Company with effect from 26th May, 2016.
? Mr. Richie Fredicson resigned from the post of Independent Director with effect from 12th
August, 2016 ? Mr. Jitendra Gandhi ceased to be a Whole Time Director with effect from 12th
November, 2016. ? Ms. Jinal Doshi who was appointed as a Company Secretary on 12th
August, 2016 resigned with effect from 30th May, 2017. The casual vacancy
created by her resignation was filed by Mrs. Neha Botadra with effect from 12th August,
2017. ? Mr. Amrit Gandhi ceased to be the Managing Director and compliance officer with
effect from 31st August, 2017.
8. CRITERIA FOR SELECTION OF CANDIDATES FOR APPOINTMENT AS DIRECTORS, KEY
MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL:
The Nomination and Remuneration Committee has laid down a well defined criteria for
selection of candidates for appointment as Directors, Key Managerial Personnel and Senior
Management Personnel in the nomination and Remuneration policy recommended by them and
approved by the Board of Directors which is attached to the Boards Report as an Annexure
A and is available on your Companys website: www.parabinfraltd.com.
9. REMUNERATION TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Company has paid remuneration to Directors and Key Managerial Personnel during the
year under review within the limits as specified in the Companies Act, 2013, details of
which forms part of the Corporate Governance Report.
10. BOARD DIVERSITY:
The Company recognizes and embraces the importance of having a diverse Board in its
success. We believe that a truly diverse board will leverage differences in thought,
perspective, knowledge, skill, regional and industrial experience, cultural and
geographical background, age, ethnicity, race and gender, which will help us to retain our
competitive advantage. The Board has adopted the Board Diversity Policy and is available
on your Companys website: www.parabinfraltd.com.
11. MEETINGS OF BOARD AND COMMITTEES:
Board of Directors:
The Board of Directors of your Company met 5 times during the financial year 2016-17.
The details of the meetings and the attendance of the Directors are provided in the
Corporate Governance Report. The maximum time gap between any two consecutive meetings did
not exceed 120 days.
Board Committees:
Your Company has in place various Committees in compliance with the provisions of the
Companies Act, 2013 and SEBI Listing Regulations, 2015 viz. Audit Committee, Nomination
and Remuneration Committee, Stakeholders Relationship Committee. The Board has voluntarily
constituted the Risk Management Committee.
All decisions pertaining to the constitution of Committees, appointment of members and
fixing of terms of reference/role of the Committees are taken by the Board of Directors in
the best interest of all stakeholders. Details of the role and composition of these
committees, including the number of meetings held during the financial year and attendance
at meetings are provided in the Corporate Governance Report.
12. PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:
Pursuant to the provisions of Section 134(3)(p), 149(8) and Schedule IV of the
Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations, 2015, Annual
performance evaluation of the Directors as well as the Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship Committee of the Board has been carried
out.
The performance evaluation of the Independent Directors was carried out by the entire
Board and the performance Evaluation of the Chairman and Non-Independent Directors was
carried out by the Independent Directors of the Company.
13. DIRECTORS RESPONSIBILITY STATEMENT:
The Board of Directors hereby confirms:
(i) in the preparation of the annual financial statements for the year ended 31st March,
2017, the applicable accounting standards had been followed along with proper explanation
relating to material departures, if any.
(ii) the directors had 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 at the end of the financial year and of
the loss of the company for that period.
(iii) the directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the company and for preventing and detecting fraud and other irregularities.
(iv) the directors had prepared the annual accounts on a going concern basis.
(v) the directors had laid down the internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively; and
(vi) the directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
14. INDEPENDENT DIRECTORS MEETING:
During the year under review, the Independent Directors of the Company met on 29th
March, 2017, inter-alia to a) evaluate the performance of Non-Independent Directors and
the Board of Directors of the Company as a whole b) evaluate the performance of the
Chairman of the Company taking into views of Executive and Non-Executive Directors
15. COMPLIANCE ON CRITERIA OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS:
All Independent Directors of the Company have given declarations to the Company under
Section 149(7) of the Act that they meet the criteria of independence as provided in
Section 149(6) of the Act and also under the Regulation 25 of SEBI Listing Regulations,
2015.
16. FAMILIARIZATION PROGRAMME:
The details of programme for familiarization of Independent Directors of your Company
are available on your Companys website: www.parabinfraltd.com.
17. AUDITORS:
Statutory Auditor:
M/s D J N S & Associates, Chartered Accountants submitted his resignation letter
dated 19th August, 2017 as a Statutory Auditor of the Company and Board
accepted his resignation with immediate effect.
Pursuant to the provisions of section 139, 142 and all other applicable provisions, if
any, of the Companies Act, it is proposed to appoint M/s. Masrani & Co, Chartered
Accountants as a Statutory Auditor of the Company for a period of 5 consecutive years from
the conclusion of this Annual General Meeting to fill the casual vacancy caused by
resignation of M/s D J N S & Associates. Accordingly, members are requested to appoint
M/s. Masrani & Co, Chartered Accountants as a statutory auditor for a period of 5
consecutive years and to fix their remuneration.
The Auditors Certificate given by M/s D J N S & Associates for the year 2016-2017
does not contain any qualification, reservation or adverse remark.
18. DETAILS IN RESPECT OF FRAUDS REPORTED BY STATUTORY AUDITORS UNDER SECTION 143(12):
During the year under review, there were no frauds reported by the Statutory Auditor to
the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.
19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Particulars of Loans, Guarantees and Investments made during the year as required under
the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the
Financial Statements.
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and
arrangements entered by the Company during the financial year with related parties under
Section 188(1) of the Companies Act, 2013 were in the ordinary course of business and on
an arms length basis.
During the year, the Company had not entered into any contracts or arrangements with
related parties which could be considered ‘material (i.e. transactions exceeding 10%
of the annual consolidated turnover as per the last audited financial statements entered
into individually or taken together with previous transactions during the financial year)
according to the policy of the Company on materiality of Related Party Transactions.
Accordingly, there are no transactions that are required to be reported in form AOC-2.
Your Companys Policy on Related Party Transactions, as adopted by your Board, can be
accessed on your Companys website: www.parabinfraltd.com.
21. PARTICULARS OF EMPLOYEES:
The statement of particulars of employees under Section 197(12) read with Rule 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014
is not provided with during the financial year under review as no employee of the Company
including Managing Director was in receipt of remuneration in excess of the limits set out
in the said rules.
22. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 92 and 134(3)(a) of the Companies Act, 2013, an
extract of the annual return is annexed hereto as an Annexure B and forms part of this
report.
23. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:
The Managements Discussion and Analysis Report for the year under review, as
stipulated under Regulation 34 of SEBI Listing Regulations, 2015 is presented in a
separate section forming part of the Annual Report.
24. SECRETARIAL AUDITOR:
Secretarial Audit for the year 2016-17 was conducted by M/s Divya Momaya, Designated
Partner of M/s SVVS & Associates Company Secretaries LLP in accordance with the
provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report is
attached to this report as an Annexure C wherein the following observations has been made
by the Secretarial Auditor.
Observations:
1. Company has received show cause notice dated 15th March, 2017 and other
notices dated 28th March, 2016 and 4th March, 2016 issued by BSE
Limited for trading suspended on BSE as a Surveillance Measure with effect from 31st March,
2016.
2. The Company delayed by Seventeen days in submission of Annual Disclosure under
Regulation 30(1) and 30(2) of Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011.
3. The Company did not comply with The Bombay Shops and Establishments Act, 1948.
Managements Reply:
1. Company has replied to various notices issued and Management is taking all its
efforts to get the suspension of trading of securities revoked by complying with
instructions of BSE.
2. Delay was inadvertent on the part of the Company. Further, Management ensured to
comply with all the provisions of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013 on
time.
3. Company is in process to comply with The Bombay Shops and Establishments Act, 1948.
25. AMOUNT TRANSFER TO RESERVES:
During the year under review, the Company has not transferred any amount to Reserves.
26. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
There were no amounts which were required to be transferred to the Investor Education
and Protection Fund by the Company during the year under review.
27. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:
As on 31st March, 2017, the Company has no subsidiaries, associates and
Joint venture Companies.
28. CORPORATE GOVERNANCE:
Pursuant to SEBI Listing Regulations, 2015, Corporate Governance is not applicable to
the Company but a separate chapter titled ‘Corporate Governance has been included in
this Annual Report along with the reports on General Shareholder Information as a good
corporate governance practice.
The requisite certificate from the Auditors of the Company confirming compliance with
the conditions of Corporate Governance along with a declaration signed by the Managing
Director stating that the members of the Board and Senior Management personnel have
affirmed compliance with the Code of Conduct of the Board of Directors for the year
2016-17 is attached to the report on Corporate Governance.
29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE:
The particulars relating to conservation of energy, technology absorption and foreign
exchange earnings and outgo required to be furnished pursuant to Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are as
under: Part A and B of the Rules pertaining to conservation of energy and technology
absorption are not applicable to the Company.
The Company has neither earned nor spent any foreign exchange during the year under
review.
30. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has in place adequate internal financial control commensurate with the
size, scale and complexity of its operations. The Company has policies and procedures in
place for ensuring proper and efficient conduct of its business, the safeguarding of its
assets, the prevention and detection of fraud and errors, the accuracy and completeness of
the accounting records and the timely preparation of reliable financial information. The
Company has adopted accounting policies, which are in line with the Accounting Standards
and the Companies Act, 2013.
31. CORPORATE SOCIAL RESPONSIBILITY:
The present financial position of the Company does not mandate the implementation of
CSR activities pursuant to the provisions of Section 135 and Schedule VII of the Companies
Act, 2013. The Company will constitute CSR Committee, develop CSR policy and implement the
CSR initiatives whenever it is applicable to the Company.
32. RISK MANAGEMENT POLICY:
The Company has established a well documented and robust risk management framework
under the provisions of the Companies Act, 2013. The Company has voluntarily constituted a
Risk Management Committee in place to review and monitor the implementation of the Risk
Management Policy of the Company.
Under this framework, risks are identified across all business processes of the Company
on a continuous basis. Once identified, the risks are managed systematically. These risks
are further broken into various sub-categories of risks such as operational, financials,
contractual and proper documentation is maintained.
33. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has set up vigil Mechanism viz. Whistle Blower Policy to enable the
employees and Directors to report genuine concerns, unethical behaviour and
irregularities, if any, in the Company noticed by them which could adversely affect
companys operations, to the Audit Committee Chairman. The Vigil Mechanism Policy has been
uploaded on your Companys website. The same is reviewed by the Audit Committee from time
to time. No concerns and irregularities have been reported till date.
34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS, IF ANY:
There were no significant material orders passed by the Regulators / Courts which would
impact the going concern status of your Company and its future operations during the year
under review.
35. MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE:
During the year under review, there were no material events and commitments affecting
the financial position of the Company occurring after Balance sheet date.
36. STATUTORY DISCLOSURES:
A copy of the Audited financial statements of the said companies will be made available
to the members of the Company, seeking such information at any point of time. The audited
financial statements of the said companies will be kept for inspection by any members of
the Company at its registered office during business hours.
The Cash Flow Statement for the year 2016-17 is attached to the Balance Sheet.
37. LISTING AND DEMATERIALISATION:
The Company confirms that it has paid the Annual Listing Fees for the year 2017-2018 to
BSE Limited.
BSE vide its notice no 20160328-15 dated 28th March, 2016 in continuation
with notice no 20160304 dated 4th March, 2016 suspended the trading in Equity
shares of the Company as a Surveillance Measure with effect from Thursday, 31st
March, 2016. However, efforts are being made by your Board of Directors to get such
suspension revoked at the earliest by BSE Limited and that the shares of your Company are
traded again at BSE Limited.
Shareholders are requested to convert their holdings to dematerialized form to derive
its benefits by availing the demat facility provided by NSDL and CDSL.
38. INTERNAL AUDIT
The Board of Directors has appointed M/s. Deepali Parsekar as an Internal Auditor of
your Company for the financial year 2016 2017.
39. STAKEHOLDERS RELATIONSHIP:
Stakeholders relations have been cordial during the year. As a part of compliance,
your Company has Stakeholders Relationship Committee to consider and resolve the
grievances of security holders of your Company. There were no investors grievances pending
as on 31st March, 2017. A confirmation to this effect has been received from
your Companys Registrar and Share Transfer Agent.
40. ENHANCING SHAREHOLDERS VALUE:
Your Company believes that its Members are among its most important stakeholders.
Accordingly, your Companys operations are committed to the pursuit of achieving high
levels of operating performance and cost competitiveness, consolidating and building for
growth, enhancing the productive asset and resource base and nurturing overall corporate
reputation. Your Company is also committed to creating value for its other stakeholders by
ensuring that its corporate actions positively impact the socio-economic and environmental
dimensions and contribute to sustainable growth and development.
41. SEXUAL HARRASMENT:
Your Company has zero tolerance towards sexual harassment at the workplace and has
adopted a policy on Sexual Harassment in line with the provisions of Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made
thereunder. The said policy can be accessed on your Companys website:
www.parabinfraltd.com.
42. ACKNOWLEDGEMENTS:
Yours Directors take this opportunity to express their sincere appreciation for the
excellent support and co-operation extended by the shareholders, customers, suppliers,
bankers and other business associates. Your Directors gratefully acknowledge the ongoing
co-operation and support provided by the Central Government, State Government and all
other Regulatory Authorities. Your Directors also place on record their deep sense of
appreciation to all employees for their dedicated services rendered at various levels.
By order of the Board of Directors For Parab Infra Limited
sd/-
Kalu Kamble Chairman
DIN: 01834130 Place: Mumbai
Date: 31.08.2017
+91-9892691696
