To,
The Members,
Your Directors present the 33rd Annual Report together with the Audited
Financial Statements and Auditors report thereon for the year ended 31st March,
2023.
FINANCIAL RESULTS:
The operating results of the Company for the year ended on 31st March, 2023
are briefly indicated below: (Rs. In Lakh)
| Particulars |
Year 2022-23 |
Year 2021-22 |
| Profit/loss before Depreciation and Taxation |
(93.97) |
(157.27) |
| Depreciation |
0.07 |
0.11 |
Profit/loss before Taxation |
(93.90) |
(157.38) |
Provision for taxation - For Current Tax Provision for taxation - For
Deferred Tax |
0 0 |
0 0 |
Profit/Loss after Taxation |
(93.90) |
(157.38) |
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 profits in 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. 31st March, 2023 and the date of the Boards Report.
SECRETARIAL STANDARDS:
The Board of Directors of the company confirms to the best of their knowledge and
belief that the Company has complied with the applicable provisions of the Secretarial
Standards issued by the Institute of Company Secretaries of India as amended from time to
time and made applicable by the Ministry of Corporate Affairs during the financial year
under review.
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:
- Pursuant to the provisions of Section 152 and other applicable provisions if any, of
the Companies Act, 2013, Mr. Habib Zafar Sareshwala (DIN – 03282280), Managing
Director of the Company is liable to retire by rotation at the forthcoming Annual General
Meeting and he being eligible offers himself for re-appointment. Your Directors recommends
his re-appointment.
- The Company has received a notice in writing from a member proposing the candidature
of Mr. Ishaque Ali Babu Farid (DIN- 05137541) as a Director in terms of Section 160 of the
Companies Act, 2013 at the ensuing Annual General Meeting.
The Board recommends aforementioned appointments.
1. Ms. Nazima Irshadali Saiyed (DIN: 07958783) resigned as a Non-Executive Director of
the Company with effect from 13th February, 2023 due to personal reasons.
2. Mr. Umar Uves Sareshwala (DIN: 03282236), resigned as a Whole Time Director as well
as Director with effect from 11th July, 2023 due to personal reasons and other
commitments.
The Board places appreciation for the services rendered by them during their tenure
with the Company.
KEY MANAGERIALPERSONNEL:
As on 31.03.2023, following were 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. Umar Uves Sareshwala, Whole-time Director
3. Mr. Mohammed Alibhai Kothawala - Chief Financial Officer
4. Mr. Maheshkumar Amritlal Patel- Company Secretary & Compliance Officer
ANNUAL RETURN:
The Annual Return of the Company is available on the website of the Company at
www.parsoli.com.
CORPORATE GOVERNANCE REPORT:
In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a
Report on "Corporate Governance" is attached as an Annexure I 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 Four (4) times. The details of the
Board Meetings are provided in the Corporate Governance Report which is annexed to the
Report.
DECLARATION 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 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, 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 under Companies Act, 2013 and SEBI Listing Regulations. Further, the Board is
of the opinion that the Independent Directors of the Company possess requisite
qualifications, experience (including the proficiency) and expertise in their respective
fields and that they hold highest standards of integrity. In terms of Regulations 25(8) of
the Listing Regulations, the Independent Directors have confirmed that they are not aware
of any circumstance or situation which exists or may be anticipated that could impair or
impact their ability to discharge their duties.
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 and outcome of evaluation.
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 II to this report.
CONTRACTS OR AGREEMENTS WITH RELATED PARTIES:
The Securities and Exchange Board of India vide its amendments had made amendments in
Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations") which were effective from April 1, 2022. In due
compliance with the requirements of the Regulation 23 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as amended read with Section 188 of the
Companies Act, 2013 and the Rules thereunder, as amended up to date, Board of Directors
has accordingly updated and amended the policy on the Related Party Transaction including
material transactions, which is to be followed in letter and spirit. The policy is
available on the website of the Company.
All the transactions entered into by the Company during the year under review with the
related parties as defined under the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 were on arms length basis and in ordinary
course of business. There were no materially significant related party transactions
entered into by the Company with the related parties during the year under review which
may have potential conflict with the interest of the Company. The particulars of the
contracts or arrangements with the related parties as per the provisions of Section 188 of
the Companies Act, 2013 read with SEBI (LODR) Regulations, 2015 is given in prescribed
form AOC – 2 attached to the report as Annexure – III.
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 detail of median remuneration of the employees as required under Section 197 (12)
is attached as Annexure-IV 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.
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- V 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.
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 2023, the Company is not having any subsidiary/
associate/ joint venture Company and hence it is not required to report in form AOC-1.
STATUTORY AUDITORS:
Parin Patwari & Co., Chartered Accountants, (FRN: 154571W) was appointed as
Statutory Auditors, for a term of five years to hold office till the conclusion of the
Annual General Meeting to be held for the financial year ending on 31st March, 2025.
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:
(a) 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.
(b) No provision has been made in the books of account for gratuity as per note no
21(2), which is not in accordance with Accounting Standard 15.
The management reply to the observations of auditors are:
(a) The management is willing to infuse the funds in the Company in future once
restrictions are lifted and pending litigations are completed.
(b) The Company has adopted practice of accounting the same on cash basis.
DISCLOSURE OF AUDIT COMMITTEE:
The Audit Committee of the Company as on 31st March, 2023 consists of
following Directors as its members:
1. Ms. Saira Mohammed Afzal Khan
2. Ms. Amber Zaidi
3. Mr. Habib Zafar Sareshwala 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 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 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-VI 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 under 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 DIRECTORS
FOR PARSOLI CORPORATION LIMITED
|
SAIRA MOHAMMED AFZAL KHAN |
| Date: 14/08/2023 |
CHAIRPERSON |
| Place: Ahmedabad |
DIN: 09376390 |
+91-9892691696
