parsvnath developers ltd share price Directors report

Dear Shareholders,

Your Directors have pleasure in presenting the 32^nd Annual Report, together with the Audited Financial Statements of the Company for the Financial Year ("FY") ended March 31, 2023.

1. FINANCIAL HIGHLIGHTS

( 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 COMPANYS 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.

4. SHARE CAPITAL

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.

5. DIVIDEND

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 Companys website and can be accessed at the link: http://www. parsvnath.com/investors/iulr/dividend-distribution-policy/.

6. TRANSFER TO RESERVES

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.

7. 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.

8. FIXED DEPOSITS

During the year under review, the Company has not accepted fixed deposits from the public.

9. LISTINGAT STOCK EXCHANGES

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.

10. ANNUAL RETURN

The Annual Return of the Company, in Form MGT-7, may be accessed on the Companys 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 Companys 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.

Material Subsidiary Companies

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 Companys Policy for determining Material Subsidiaries. The said Policy can be accessed on the Companys 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 arms 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 arms 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 Companys 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 DISCUSSIONAND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, forming part of the Boards Report, as stipulated under Regulation 34 (2)(e) read with Schedule V to the SEBI Listing Regulations, is attached.

15. CORPORATE GOVERNANCE

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 31^st 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 _"CSR_

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 Boards Report.

18. RISK MANAGEMENT

Risk management is embedded in Companys 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 Companys 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 Actrelating tothe constitution of Internal Complaints Committee ("ICC"). 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 andListing Regulations. In keeping with the Companys belief that it is the collective effectiveness of the Board that impacts Companys 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, its committees functioning and individual Directors including Independent Directors.

21. APPLICATIONS MADE / PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCYCODE , 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 Companys 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. DIRECTORSAND KEYMANAGERIAL 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 31^st 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 pro_ciency 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 31^st 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.

Key Managerial Personnel

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.

29. BOARD COMMITTEES

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 non-acceptance 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 follow-ups thereon. The Companys 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 Companys 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 Companys 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 30^th AGM till the conclusion of 35^th AGM of the Company.

Independent Auditors Report

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 Auditors 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 Rightsofoneofitsprojecttosubsidiarycompanyontermsandconditions 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 Auditors 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,
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.	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.
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.

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 _ne 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.

(c) Internal Auditors

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.

(d) Cost Auditors

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 rati_cation. Accordingly, a resolution seeking Members rati_cation 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 32^nd Annual General Meeting.

34. DISCLOSURES

A. 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.

35. 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:

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 Companys operations in future.

Update on the SEBI matter relating to Shell Companies

Pursuant to SEBIs 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.

	On behalf of the Board of Directors
	— Sd —
	PRADEEP KUMAR JAIN
Place: Delhi	Chairman
Date: August 31, 2023	DIN 00333486