Parsoli Corporation Ltd Directors Report.

To,

The Members,

Your Directors present the 30thAnnual Report together with the Audited Financial Statements and Auditors report thereon for the year ended 31st March, 2020.

FINANCIAL RESULTS:

The operating results of the Company for the year ended on 31st March, 2020 are briefly indicated below:

Particulars Year Year
2019-20 2018-19
Profit/loss before Depreciation and Taxation (141.62) (105.94)
Depreciation 0.07 0.04
Profit/loss before Taxation (141.69) (105.98)
Provision for taxation - For Current Tax 0 0
Provision for taxation - For Deferred Tax 0 0
Profit/Loss after Taxation (141.69) (105.98)

Update on COVID-19:

The novel Corona virus [COVID-19] pandemic is spreading around the globe rapidly. The virus has taken its toll not just on human life, but business and financial markets to the extent of which is currently indeterminate. In view of the lockdown across the country due to the outbreak of COVID - 19 pandemic, operations of the Companys are also affected. The Company has been critically evaluating various financial parameters affecting the operations of the Company. However, it would be difficult to ascertain the actual impact in monetary terms due to COVID- 19 pandemic. The management has taken proper measures for reducing the impact of COVID-19.

PERFORMANCE OF THE COMPANY:

Presently the Company is not carrying any commercial activity. However the Company is keen to start the commercial operations and is striving hard to carry full fledge business activity. This would help the Company to generate the profitsin near future.

DIVIDEND AND TRANSFER TO RESERVES:

On account of loss, the Directors do not recommend any payment of dividend for the Financial Year under review. The Company has not transferred any amount to reserves during the year under review.

MATERIAL CHANGES AFFECTING FINANCIAL POSITION OF THE COMPANY:

No material changes or commitments, affecting the financial position of the Company have occurred between the end of the financial year of the company to which the financial statements relate, i.e. 31stMarch, 2020 and the date of the Boards Report.

SECRETARIAL STANDARDS:

The Board of Directors of the company have complied with applicable Secretarial Standards issued by The Institute of Company Secretaries of India.

DEPOSITS:

The Company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits] Rules 2014.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Appointment / Re-Appointment:

Pursuant to the provisions of Section 152 and other applicable provisions if any, of the Companies Act, 2013, Mr. Umar Uves Sareshwala (DIN - 03282236], Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and he being eligible offers himself for reappointment. Your Directors recommends his re-appointment.

After closure of the year under review:

- Ms. Sadaf Fareed (DIN: 08139218], resigned as a Director with effect from 4thJune, 2020 on account of pre-occupation. The Board places appreciation for the services rendered by Ms. Sadaf Fareed (DIN: 08139218] during her tenure with the Company.

- Ms. Amber Zaidi (DIN: 06495209] was appointed as an Additional Director (Independent Category] of the Company w.e.f. July 2, 2020. She holds office up to the date of ensuing Annual General Meeting. Necessary resolution has been proposed for her appointment as a Director of the Company for approval of members of the Company.

II. Key Managerial Personnel:

The following have been designated as the Key Managerial Personnel of the Company pursuant to Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014:

1. Mr. Habib Zafar Sareshwala- Managing Director

2. Mr. Mohammed Alibhai Kothawala- Chief Financial Officer

3. Mr. Maheshkumar Amritlal Patel- Company Secretary& Compliance Officer

EXTRACT OF THE ANNUAL RETURN:

Extract of the Annual Return as on 31st March, 2020 in the prescribed form MGT - 9, pursuant to provisions of Section 92(3] of the Companies Act, 2013 and the Companies (Management and Administration] Rules 2014, is annexed to this report as Annexure I.

CORPORATE GOVERNANCE REPORT:

In terms of SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015, a Report on "Corporate Governance" is attached as an Annexure II and forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5] of the Companies Act, 2013 with respect to the Directors responsibility Statement, the Directors Confirms that:

i. In the preparation of the annual financial statement, the applicable accounting standards had been followed and that no material departures have been made for the same;

ii. they 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 at the end of the financial year and of the loss of the Company for the financial year;

iii. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and operating effectively; and

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

NUMBER OF BOARD MEETINGS:

During the year the Board of Directors duly met Six (6] times. The details of the Board Meetings are provided in the Corporate Governance Report which is annexed to the Report.

DECLARA TION BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 134 of the Companies Act, 2013 with respect to the declaration given by the Independent Director of the Company under Section 149 (6] of the Companies Act, 2013, the Board hereby confirms that all the Independent Directors have given declarations and further confirms that they meet the criteria of Independence as per the provisions of Section 149 (6] of the Companies Act, 2013.

PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND INDEPENDENT DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and Rules framed thereunder read with the SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015 formal annual evaluation is to be made by the Board of its own performance and that of its Committees and Individual Directors. The Board after taking into consideration the criteria of evaluation laid down by the Nomination and Remuneration Committee in its policy such as Board Composition, level of involvement, performance of duties, attendance etc. had evaluated its own performance, the performance of its committees and Independent Directors (excluding the Director being evaluated].

The performance evaluation of the Non-Independent Director was carried out by the Independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation process.

POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION:

Pursuant to the requirements of Section 134 and 178 of the Companies Act, 2013, the policy on appointment of Board Members and policy on remuneration of the Directors, KMPs and other employees are attached as Annexure III to this report.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s. Harish P. Jain & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditors is annexed herewith as Annexure IV to this report.

The observations made by the Auditors in their report are self-explanatory and does not call for further explanations from the Board.

CONTRACTS OR AGREEMENTS WITH RELATED PARTIES:

During the year the Company has not entered into any contracts or arrangements with related parties which could be construed "Material" according to the policy of the Company on materiality of related party transactions. As there were no materially significant Related party transactions entered into by the Company which may have the potential conflict with the interest of the Company at large, reporting in form AOC - II is not applicable to the Company.

DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

There were no employees drawing remuneration more than the limits as prescribed under Section 197 (12) of the Companies Act, 2013 read with the Company (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time.

The details of median remuneration of the employees as required under Section 197 (12) is attached as Annexure VI to this report.

The statement containing particulars of employees as required under section 197 of the Companies Act, 2013 read with Rule 5(2) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by members at the Registered office of the Company during business hours on working days of the Company upto the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company in this regard.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Company has adopted internal financial control system considering the nature of its business and the size and complexity of operations. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures etc. The management is taking further steps to strengthen the internal control system.

RISK MANAGEMENT POLICY:

The Company has structured risk management policy as per the requirements of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time. The Risk Management Policy is designed to safeguard the organization from various risks through timely actions. It is designed to mitigate the risk in order to minimize the impact of the risk on the Business.

In the opinion of the Board there has been no identification of element of Risk that may threaten the existence of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Details of loans, guarantees & investments made, if any, are disclosed in the notes forming part of financial statement.

SUBSIDIARY COMPANY:

As on the end of financial year 2020 the Company is not having any subsidiary Company and hence it is not required to report in form AOC 1.

STATUTORY AUDITORS:

The tenure of Chandabhoy & Jassoobhoy Chartered Accountants (FRN: 101648W) Statutory Auditors of the Company will end at this Annual General Meeting and pursuant to the provisions of Section 139 of the Companies Act, 2013 they cannot be re-appointed. Considering the same it is proposed to appoint Parin Patwari, Chartered Accountants (Membership No. 193952) as the Statutory Auditors of the Company for the period of five consecutive years till the Annual general meeting to be held for the financial year ending on 31.03.2025. They have also expressed their willingness and eligibility under the provision of section 139 of the Companies Act, 2013 to act and to be appointed as statutory auditors of the company, which is subject to Shareholders approval.

Necessary resolution for their appointment is included in the Notice of Annual General meeting. The Board proposes to pass the resolution.

AUDITORS OBSERVATIONS:

The Notes forming part of Accounts, which are specifically referred to by the auditors in their report are self-explanatory. The auditors observations / remarks are explained in notes to accounts.

With regard to the following observation:

In view of losses incurred during the current year as well as accumulated losses of the earlier years, the continuation of the Company as a going concern is dependent on further infusion of funds in the Company and the lifting of the SEBI restrictions.

The management is willing to infuse the funds in the Company in future once restrictions are lifted and pending litigations are completed.

DISCLOSURE OF AUDIT COMMITTEE:

The Audit Committee of the Company as on 31st March, 2020 consists of following Directors as its members:

1. Mr. Sadaf Fareed*

2. Ms. Amber Zaidi **

3. Ms. Rama Singh

4. Mr. Mohammedhabib Zafar Sareshwala

*Ceased to be Member w.e.f. 24.06.2020 ** Appointed as member w.e.f. 02.07.2020

VIGIL MECHANISM:

Pursuant to provisions of Section 177(9) of the Companies Act, 2013 and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower Policy. Through this policy Directors, Employees or business associates may report the unethical behavior, malpractices, wrongful conduct, frauds, violations of the Companys code etc. to the Chairman of the Audit Committee.

The vigil mechanism / whistle blower policy is also available on the website of the Company www.parsoli.com.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure V which is attached to this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

During the year under review, the Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall affect the going concern status of the Companys operations.

MAINTENANCE OF COST RECORDS:

The Company is not required to maintain any cost records prescribed under section 148 of the Companies Act, 2013 and rules made thereunder.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company is committed to provide a safe and conducive work environment to its employees during the year under review.

An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY:

The Company does not fall under the criteria mentioned in Section 135 of the Companies Act, 2013 ("the Act") read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and accordingly the Company is not required to constitute CSR Committee and is not required to spend any amount in CSR Activity.

ACKNOWLEDGEMENT:

Your Directors places on record their sincere appreciation to the members, bankers and all the other stakeholders for their continued support and co-operation to the Company.

FOR AND ON BEHALF OF BOARD OF DIRECTORSOF PARSOLI CORPORATION LIMITED

Date: 01.09.2020
Place: Ahmedabad
HABIB ZAFAR SARESHWALA NAZIMA SAIYED
MANAGING DIRECTOR DIRECTOR
DIN:03282280 DIN :07958783