Your directors take pleasure in presenting the 6th Annual Report on the business and
operations of your Company along with the Audited Financial Statements for the Financial
Year ended March 31, 2023.
FINANCIAL PERFORMANCE
During the year under review your Company has earned the profit of Rs. 21.44 Lakhs as
against profit of Rs. 20.98 Lakhs in the previous year.
The company continues its efforts to reduce costs and improve efficiencies, enhance
value-addition to its customer base and maximize capacity utilization.
DIVIDEND
Your directors do not recommend any dividend for the financial year ended 31.03.2023.
Further, no amount of dividend was required to be transferred to IEPF.
TRANSFER TO RESERVES
Your Company has not transferred anything to reserve during the year under review.
CHANGE IN NATURE OF BUSINESS
During the year there is no material change in the nature of Business of the Company.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statements relate
on the date of this Report.
SHARE CAPITAL OF THE COMPANY
As on March 31,2023, the authorised Share Capital of the Company is Rs. 10,50,00,000/-
(Rupees Ten Crores Fifty Lakhs) divided into 1,05,00,000 (One Crore Five Lakhs) Equity
Shares of Rs. 10/- (Rupee Ten Only) each.
During the year under review, there has been no change in share capital of the Company.
As at March 31, 2023, the paid-up Equity Share Capital of the Company stood at Paid-up
Share Capital is Rs. 10,04,97,490/- (Ten Crores Four Lakhs Ninety Seven Thousand Four
Ninety) divided into 1,00,49,749 (One Crore Forty Nine Thousand Seven Hundred Forty Nine)
Equity Shares of Rs.10/- (Rupee ten Only) each.
Further, there was no public issue, rights issue, bonus issue or preferential issue,
etc., during the year. The Company has not issued shares with differential voting rights
or sweat equity shares, nor has it granted any stock options during the Financial Year.
MIGRATION OF COMPANY FROM SME PLATFORM TO THE MAIN BOARD OF BSE LIMITED :
You Directors are pleased to inform that your Company has successfully migrated from
BSE SME Platform to the main board of BSE Limited w.e.f. 4th May, 2022.
The equity shares of the company were listed on SME Platform of the BSE Limited since
July 01, 2019. Moreover, the consent of the members of the company was obtained for
migration of equity shares to the exchange and the Company successfully migrated from BSE
SME Platform to the main board of BSE Limited w.e.f. Wednesday, May 04, 2022.
Annual listing fees for the Financial Year 2023-24 have been paid to BSE Limited.
NUMBER OF MEETINGS OF THE BOARD
The Company had 7 (Seven) Board Meetings during the financial year under review. The
Board Meetings were held in compliance with the Companies Act, 2013. The details of the
same are provided in the Corporate Governance Report.
COMMITTEES OF THE BOARD
The Board has constituted 3 Committees as under:
1) Audit Committee;
2) Nomination and Remuneration Committee; and
3) Stakeholders Relationship Committee.
Details of the Board and its Committees along with their amended charters, composition,
meetings held during the year are given under Corporate Governance Report appearing as a
separate section in this Annual Report.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of executive, non-executive and
independent directors to maintain the independence of the Board, and separate its
functions of governance and management. As of March 31, 2023, Our Board of Directors
consists of 6 (Six) Directors out of which 2 (Two) is Executive Directors; and 4 (Four)
are Non-Executive Directors and out of which 3 (three) are Independent Directors.
The policy of the Company on directors appointment and remuneration, including the
criteria for determining qualifications, positive attributes, independence of a director
and other matters, as required under sub-section (3) of Section 178 of the Companies Act,
2013, is available on our website, at www.parshvaenterprises.co.in You can access it
directly via this link too http://www.parshvaenterprises.co.in/policy coc The details of
this Policy is explained in the Corporate Governance Report.
CORPORATE GOVERNANCE:
Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulation, 2015 ("the SEBI Listing Regulations") a
separate report on Corporate Governance along with the Auditors Certificate on its
compliance is attached as Annexure - I to this Report.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirements of Section 134 (3) (c) of the Companies Act, 2013, your
Directors states that:
• that in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures;
• that 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
of the profit / loss of the Company for the year ended on that date;
• that the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013,
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
• that the directors had prepared the annual accounts on a going concern basis.
• that the directors have devised proper system to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and are operating
effectively and;
• that the Directors has laid down internal financial controls to be followed by
the company and that such internal financial controls are adequate and are operating
effectively;
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a
policy on prevention, prohibition and redressal of sexual harassment at workplace in line
with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the rules framed thereunder.
The Company has constituted an internal complaint committee under Section 4 of The
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the financial year 2022-23, the Company has not received any complaints on
sexual harassment and no complaints are remaining pending as on March 31, 2023.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company.
DEPOSITS
The Company has not accepted any public deposits and as such, no amount of principal or
interest on public deposits was outstanding during the year under review. Further, the
Company has received Loan for an amount of Rs.46.24 Lacs from Director of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Mr. Harsh Vora retires by rotation and being eligible offers himself for
re-appointment. A resolution seeking shareholders approval for his re-appointment forms
part of the Notice.
b) The changes in the Directors and KMP during the year under review are as under:
o Mr. Nirav Shah resigned from the post of Independent Director of the Company
w.e.f. May 10, 2022.
o Mr. Tejas Shah and Ms. Meghna Savla appointed as Director (Non-Executive &
Independent) of the Company w.e.f May 10, 2022.
o Designation of Mr. Harsh Vora changed from Non-executive Director to Whole-time
Director of the Company w.e.f. May 10, 2022.
o Mr. Mehul Shah appointed as Director (Non-Executive & Non - Independent) of
the Company w.e.f November 29, 2022.
Pursuant to the provisions of Section 149 of the Act, the independent directors have
submitted declarations that each of them meet the criteria of independence as provided in
Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1) (b) of
the SEBI Listing Regulations. There has been no change in the circumstances affecting
their status as independent directors of the Company. During the year under review, the
non-executive directors of the Company had no pecuniary relationship or transactions with
the Company, other than sitting fees, commission, if any and reimbursement of expenses
incurred by them for the purpose of attending meetings of the Board / Committee of the
Company.
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 SEBI
Listing Regulations. The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of criteria such as the board composition and
structure, effectiveness of board processes, information and functioning, attendance of
Board Meetings and Committees etc. The above criteria are broadly based on the Guidance
Note on Board Evaluation issued by the Securities and Exchange Board of India on January
5, 2017 and provisions of the Companies Act, 2013 and SEBI Listing Regulation.
Further, the Independent Directors at their meeting held on February 10, 2023, reviewed
the performance and role of Non-Independent Directors and the Board as a whole and
Chairman of the Company. Further, the Independent Directors had also assessed the quality,
quantity and timeliness of flow of information between the Company management and the
Board that was necessary for the Board to effectively and reasonably perform their duties.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
Familiarization Programme for Independent Directors is designed with an aim to make the
Independent Directors aware about their roles, responsibilities and liabilities as per the
Act, SEBI Listing Regulations and other applicable laws and to get better understanding
about the Company, nature of industry in which it operates and environment in which it
functions, business model, long term/short term/strategic plans etc. As a part of
familiarization programme, the Company makes presentations to the Board Members, inter
alia, covering business environment, business strategies, operations review, quarterly and
annual results, review of Internal Audit Report and action taken, statutory compliance,
risk management etc.
The details of the training and familiarization program are available on our website at
http://www.parshvaenterprises.co.in/fp pdf.php?id=4
AUDITORS
M/s. Choudhary Choudhary & Co., Chartered Accountants (Membership no. 002910C) were
appointed as the Statutory Auditors of the Company for the period of 5 years i.e. from the
Financial Year 2018-19 to 2022-23.
Pursuant to the Section 139 of the Act and the rules made thereunder, the Board of
Directors of the Company at its Board Meeting held on May 15, 2023 on recommendation of
the Audit Committee has proposed the appointment of M/s. Bohara Shah & Co, Chartered
Accountants (Firm Registration No. 143865W) as the Statutory Auditors of the Company, in
place of the retiring Statutory Auditors, for a term of five consecutive years, from the
conclusion of the ensuing 6th Annual General Meeting of the Company till the conclusion of
the 11th Annual General Meeting to be held in the year 2028, subject to approval of the
Members of the Company.
The Company has received their written consent and a peer review certificate that they
satisfy the criteria provided under Section 141 of the Act and that the appointment, if
made, shall be in accordance with the applicable provisions of the Act and rules framed
thereunder. Accordingly, a resolution proposing the appointment of M/s. Bohara Shah &
Co, Chartered Accountants as the Statutory Auditors of the Company for a term of five
consecutive years forms part of the Notice convening the 6th AGM.
AUDITORS REPORT
The Report given by M/s. Choudhary Choudhary & Co, on the financial statement of
the Company for the year 2023 is part of the Annual Report. The statutory auditors report
does not contain any qualifications, reservations, or adverse remarks or disclaimer.
Further, the Auditors of the Company have not reported any fraud as specified under
Section 143(12) of the Companies Act, 2013.
INTERNAL AUDITOR
M/s. Jigar Zaveri & Associates have been appointed as an Internal Auditor of the
company and they performed the duties of Internal Auditors of the Company for the
Financial Year 2022-23 and their report is reviewed by the Audit Committee on quarterly
basis.
COST AUDITOR
The Company is not required to maintain cost records as per the Companies (Cost Records
and Audit) Amendments Rules, 2014 for the Financial Year 2022-2023.
SECRETARIAL AUDITOR
Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules made
thereunder, the Company has appointed Mr. Prashant Diwan, Practicing Company Secretary as
Secretarial Auditor to undertake the secretarial audit of the Company for financial year
2022-23.
The Secretarial Audit Report for the financial year ended March 31, 2023, in the
prescribed Form MR-3 is annexed as Annexure-II to this Report. The report is
self-explanatory and does not have any qualifications except following remark(s):
1) The Company did not had minimum Six Directors on the Board for the period from 4th
November, 2022 to 28th November, 2022 pursuant to Regulation 17(1) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
The responses of your Directors on the remark made by the Secretarial Auditor are as
follows:-
The Company has submitted corporate governance report in due compliance with Regulation
17(1) i.e. after appointing 6th Director on the Board w.e.f. 29.11.2022 before the
issuance of review notice by the Exchange.
2) The Financial Statements for the year ended 31.03.2022 were not as per amended
Schedule III of the Companies Act, 2013
The responses of your Directors on the remark made by the Secretarial Auditor are as
follows:-
The Audited Financial Statements as on 31.03.2022 were submitted to the shareholders as
per Schedule III, only that the figures were given in Rupees instead of Lakhs. Rest all
the details remains same as per Schedule III.
REPORTING OF FRAUDS BY AUDITORS
There are no Fraud reported by Auditors u/s 143(12) of the Companies Act 2013 for the
year ended 31st March, 2023.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
(a) Conservation of Energy:
i) The step taken or impacts on conversation of energy - The operation of your Company
is not energy intensive. However, adequate measures have been initiated for conservation
of energy.
ii) The steps taken by the Company for utilizing alternative sources of energy - though
the operations of the Company are not energy intensive, the Company shall explore
alternative sources of energy, as and when necessity arises.
iii) The capital investment on energy conservation equipments - NIL
MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, a brief note
on Management Discussions and Analysis of the results for the year under review is given
in Annexure III which forms part of the Directors Report.
REMUNERATION TO DIRECTORS & KMP AND DISCLOSURES PURSUANT TO THE PARTICULARS OF
EMPLOYEES AND RELATED DISCLOSURES
Remuneration to Directors & KMP and the particulars of employees required to be
furnished pursuant to Section 197(12) of the Act read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as
Annexure IV to this Report.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GURANTEES GIVEN AND SECURITIES PROVIDED:
The Company has not given any Loans or Guarantees or securities or Investments made
during the year under Section 186 of the Companies Act, 2013.
ANNUAL RETURN
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return of the Company as on March 31, 2023 is
available on the Companys website and can be accessed at
https://www.parshvaenterprises.co.in/ar pdf.php?id=14
RISK MANAGEMENT
Risks are event, situation or circumstance which may lead to negative consequences on
the companys businesses. Risk management is a structured approach to manage uncertainty.
A formal enterprisewide approach to Risk Management is being adopted by the company and
key risks will now managed within unitary framework. As a formal roll-out, all business
divisions and corporate function will embrace risk management policy and guidelines, and
make use of these in their decision making. Key business risk and their mitigation are
considered in the annual strategic business plans and in periodic management reviews. The
risk management process in our multi-business, multi-site operations, over the period of
time will become embedded into the companys business systems and process, such that our
responses to risks remain current and dynamic. The company has been addressing various
risks impacting the company and brief view of the company on risk management is provided
elsewhere in this annual report in Management Discussion and Analysis Report.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
During the year under review, no significant and material orders were passed by the
regulators or courts or tribunals impacting the going concern status and the Companys
operations.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF
THE FINANCIAL YEAR
There were neither any applications made under the Insolvency and Bankruptcy Code, 2016
nor any proceedings were pending.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
Not Applicable.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Act regarding Corporate Social Responsibility are
not applicable to the Company.
VIGIL MECHANISM
The Company has a Whistle Blower Policy and has established the necessary vigil
mechanism for directors and employees in confirmation with Section 177(9) of the Act and
Regulation 22 of Listing Regulations, to report concerns about unethical behavior. The
details of the policy have been disclosed in the Corporate Governance Report, which is a
part of this report and is also available on
http://www.parshvaenterprises.co.in/documents/Whistle Blower Policy.pdf
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of
independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of
the Listing Regulations. The Independent Directors have complied with the Code of
Independent Directors as prescribed in the Schedule IV to the Act.
INTERNAL FINANCIAL CONTROLS
The Board has adopted policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to the Companys policies, safeguarding of
its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and
completeness of the accounting records, and timely preparation of reliable financial
disclosures. For more details, refer to the Internal control systems and their adequacy
section in the Managements discussion and analysis, which forms part of this Annual
Report.
The Company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and no reportable
material weaknesses in the design or operation were observed.
CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All transactions entered into by the Company during the financial year with related
parties were on arms length basis & in ordinary course of business and in compliance
with the provisions of section 188 of the Companies Act, 2013 and the SEBI Listing
Regulations. The Company has not entered into any material transactions with related
parties referred to in Section 188(1) of the Companies Act, 2013 and in compliance with
the SEBI Listing Regulations. Accordingly, the details are not required to be given under
AOC-2.
Disclosures pursuant to Accounting Standards on related party transactions have been
made in the note no. 2.14 of note 23 to Financial Statements.
The Board of Directors of the Company has, on the recommendation of the Audit
Committee, adopted a policy to regulate transactions between the Company and its related
parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules
thereunder and the Listing Regulations. This policy has been uploaded on the website of
the Company at www.parshvaenterprises.co.in. You can access them directly via this link
too
http://www.parshvaenterprises.co.in/documents/Materiality of Related Party Transactions
policy.p df
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all employees in the course of day to day business operations of
the Company.
All the Board Members and the Senior Management personnel have confirmed compliance
with the Code. All Management Staff were given appropriate training in this regard. A
declaration duly signed by the Managing Director has been annexed in Corporate Governance
report. The code of conduct of our Company is given on our Website
www.parshvaenterprises.co.in You can directly access the code of conduct via this link too
http://www.parshvaenterprises.co.in/documents/CODE-OF-CONDUCT-FOR-
BOARD-OF-DIRECTORS-AND-SENIOR-MANAGEMENT.pdf
COMPLIANCE OF SECRETARIAL STANDARDS
During the year under review, the Company has complied with the Secretarial Standards
issued by The Institute of Company Secretaries of India and approved by the Central
Government as required under Section 118(10) of the Companies Act, 2013.
APPRECIATIONS
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