Parsvnath Developers Ltd Directors Report

<dhhead>BOARD’S REPORT</dhhead>

Your Directors have pleasure in presenting the 33rd Annual Report, together with the Audited Financial Statements of the Company for the Financial Year ("FY") ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

1. REVIEW OF OPERATIONS AND STATE OF COMPANY’S AFFAIRS

During the year under review, on stand-alone basis, the Company has earned total revenue of Rs. 31,889.24 Lakhs as against Rs. 31,939.18 Lakhs in 2022-2023 and incurred a net loss of Rs. 42,241.07 Lakhs as against a net loss of Rs. 45,190.77 Lakhs incurred during 2022-2023.

During the year under review, on consolidated basis, the Company has earned total revenue of Rs. 49,372.18 Lakhs as against Rs. 47,870.97 Lakhs in 2022-2023 and incurred a net loss of Rs. 59,413.87 Lakhs as against a net loss of Rs. 80,128.30 Lakhs incurred during 2022-2023.

Earnings per Share ("EPS") of the Company stood at Rs. (9.71) on stand-alone basis and Rs. (13.63) on consolidated basis in 2023-2024.

 

There has been no change in the nature of business of your Company. A detailed businesswise review of the operations of the Company is included in the Management Discussion and Analysis section of this Annual Report.

2. 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.

 

 

3. SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 350,00,00,000/- divided into 60,00,00,000 Equity Shares of Rs. 5/- each and 5,00,00,000 Preference Shares of Rs. 10/- each.The Issued,SubscribedandPaid-upShareCapitaloftheCompanyis Rs. 217,59,05,850/- divided into 43,51,81,170 Equity Shares of Rs. 5/- each.

There was no change in the Share Capital of the Company during the year under review.

4. DIVIDEND

In view of loss incurred during the Financial Year ended March 31, 2024 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 Company’s website and can be accessed at the link: http://www. parsvnath.com/investors/iulr/dividend-distribution-policy/.

5. TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserve during the Financial Year 2023-24.

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.

6. 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 December 31, 2024.

7. FIXED DEPOSITS

 

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

8.  
9. LISTING AT 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 2024-25 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 Company’s 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, 2024, the Company had 20 Subsidiaries (including a foreign subsidiary), 2 Associate Companies and 1 Joint Venture, 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 Company’s Subsidiaries and Associate Companies for the Financial Year ended March 31, 2024 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, 2024.

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, 2024, Two (2) subsidiary Companies have become ‘Material Subsidiary Companies’, as per the provisions of the SEBI Listing Regulations and in terms of the Company’s Policy for determining Material Subsidiaries. The said Policy can be accessed on the Company’s 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 2023-24.

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 arm’s 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 arm’s 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 2023–24 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 Company’s

 

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 DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, forming part of the Board’s 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, 31st March 2023 and 31st March 2024. 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 (BRR) for the Financial Year 2021-22 only.

17. CORPORATE SOCIAL RESPONSIBILITY ("CSR’)

 

A Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Companies Act. 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 Board’s Report.

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.

18. RISK MANAGEMENT

 

Risk management is embedded in Company’s 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 Company’s 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 Act relating to the 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, 2024, 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 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, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, 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.

In a separate meeting of Independent Directors, performance of Non-Independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

 

 

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At the board meeting, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

21. APPLICATIONS MADE / PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

Pursuant to the provisions of Section 134 of the Companies Act, 2013 read with Rule 8(5) of the Companies (Accounts) Rules, 2014, the details of applications made during the year and proceedings pending under the Insolvency and Bankruptcy Code, 2016, are annexed herewith as Annexure II.

22. ONE TIME SETTLEMENT WITH BANKS OR FINANCIAL INSTITUTION

During the year under review, your Company has successfully paid One Time Settlement (OTS) amount of Rs. 124.91 Crores along with reimbursement of Legal Cost & Penal Interest Charge by the LIC of India (Lender) and there is no outstanding amount remain in the books of Lender. Further, the Company has received no due certificate on July 03, 2024 form LIC of India for satisfaction of Charge.

The valuation of above OTS of securities/project was estimated directly by the lender, at the time of providing loan facility and considering it as an approved project.

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.

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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:

1. in the preparation of the annual accounts for the Financial Year ended March 31, 2024, 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;
2. 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, 2024 and the loss of the Company for the Financial Year ended on that date;
3. 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;
4. the Directors have prepared the annual accounts on a ‘going concern’ basis;
5. 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
6. ) 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 Company’s internal financial controls were adequate and effective during the Financial Year 2023-24.

Pursuant to Section 134(3)(ca) of the Act, no fraud has been reported by the Auditors of the Company.

26. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there has been no major change in the composition of the Board of Directors except, Mr. Mahendra Nath Verma, Non-Executive Independent Director who has resigned w.e.f. November 20, 2023.

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 sitting fees.

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 proficiency 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.

In accordance with the provisions of Section 152 of the Act read with the Articles of Association of the Company, Mr. Sanjeev Kumar Jain (DIN: 00333881) 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.

1. 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.

2. NUMBER OF MEETINGS OF THE BOARD

 

Five (5) 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.

3. 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:

1. Audit Committee
2. Nomination and Remuneration Committee
3. Risk Management Committee
4. Corporate Social Responsibility Committee
5. Stakeholders Relationship Committee f ) Management Committee

g) Shares Committee (Dissolved w.e.f. June 13, 2024)

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.

4. 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.

5. 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 Company’s internal control system is commensurate with the nature, size and complexities of operations of the Company.

6. 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 Company’s 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 Company’s website at the link: http://www.parsvnath.com/investors/information/vigil- mechanism-whistle-blower-policy/.

7. AUDITORS

1. 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 30th AGM till the conclusion of 35th AGM of the Company.

Independent Auditors’ Report

• M/s T R Chadha & Co. LLP, Statutory Auditors has not reported any instances of frauds in their Report under Section 143(12) of the Act, on the Financial Statements of the Company for the Financial Year ended March 31, 2024.
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• 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, 2024 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.
• Persuant to the regulation 33(3) and 34 of the SEBI listing regulations a statement on Impact of Audit Qualifications is annexed as Annexure-III and the response of the Directors in respect thereof is given below:

S. No.	Qualified Observation of Statutory Auditor Report	Management/Directors Response
a.	Delhi Metro Rail Corporation (DMRC) had terminated the contract of BOT project due to delays in payments as per concession agreement by the Company. The Company had sent a notice invoking arbitration and accordingly DMRC called upon the Company to nominate an Arbitrator from the panel maintained by it and the Arbitrator has been nominated by the Company. The Arbitrator Tribunal is formed and the claims of the Company and defence of DMRC are yet to be raised before the Arbitration Tribunal. Based on the legal opinion obtained, the management is of the opinion that Company has a favourable case and though the total claim amount shall be significantly higher and minimum recoverable amount recoverable from DMRC shall be more than Rs. 8017.42 Lakhs and hence no impairment is required against the ‘Intangible Assets under development" related with this project. Considering the fact that DMRC had terminated the contract, Arbitration Tribunal has been formed, the claims of the Company and defence of DMRC are yet to be raised, there are various uncertainty involved in the outcome of the matter and recoverability of the amount lying as ‘Intangible Assets under development’ related with this project in the books of the Company. Due to above uncertainties, we are unable to comment the amount of impairment required against the same and the resultant impact of the same on these standalone financial results.	In the opinion of management, the Auditor’s observation on BOT Project is a matter of legal litigations and Company has a favorable case through the total claim amount shall be significantly higher and minimum recoverable amount recoverable form DMRC shall be more than Rs. 8017.42 lakhs. Hence, No impairment is required against the Intangible Assets under development and there will be no adverse impact is anticipated on future operations of the Company.

 

 

S. No.	Qualified Observation of Statutory Auditor Report	Management/Directors Response
b.	The Company had entered into an ‘Assignment of Development Rights Agreement’ dated 28 December, 2010 with a wholly owned subsidiary company (WOS) and Collaborators (land owners) in terms of which the Company had assigned Development Rights of one of its project to WOS on terms and conditions contained therein. The project has been delayed and 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 and restored the physical possession of the Project Land in favour of the land owners, subject to payment of Rs. 1,570.91 lakhs along with interest as awarded under the Arbitral Award to WOS. The WOS has filed an appeal before the Commercial Court challenging the Arbitration Award on 19th August, 2023 and the Court on 01.03.2024 has reserved its order on the Objections filed by and WOS under Section 34 of the Act. Based on the legal opinion obtained, the management is of the view that the termination of the agreement will be set aside and the project will be restored. Accordingly there is no impairment is required in the value of loan of Rs. 3616.31 lakhs given to WOS and investment of Rs. 21076.47 lakhs in WOS is considered as good and recoverable. Considering that the Arbitration award was given against the Company and WOS and the physical possession of the Project Land has been restored in favour of the land owners and the outcome of the appeal filed by the Company under Section 34 of the Act cannot be determined at this stage, hence, we are unable to comment on the adjustment required in the value of Loan of Rs. 3616.31 lakhs and Investment of Rs. 21076.47 lakhs in WOS.	In view of management and obtained legal opinion, the management is confident, that the termination of the agreement will be set aside and the project will be restored. Hence, there is no impairment is required in the value of loan of Rs. 3616.31 lakhs given to WOS and investment of Rs. 21076.47 lakhs in WOS is considered as good and recoverable.
c.	A subsidiary of the company, Parsvnath HB Projects Private Limited (PHBPPL) was allotted a land by Punjab Small Industrial & Exports Corporation Limited (PSIEC). On account of non-payment of instalments due, PSIEC cancelled the allotment of land. PHBPPL filed an arbitration petition against the same and as in their view, there were certain lapses on the part of PSIEC. The arbitration proceedings are under progress and the next date of hearing is 11.07.2024. Pending the arbitration proceedings, the management is on the opinion that no impairment is required in the value of loan of Rs. 6636.28 lakhs given to PHBPPL and investment of Rs. 2.50 lakhs in PHBPPL and is considered as good and recoverable. Considering that the allotment of land has been cancelled by PSIEC, there is no subsisting right in favor of PHBPPL, and given that the outcome of the arbitration proceedings cannot be determined at this stage, we are unable to comment on the adjustment required in the value of loan of Rs. 6636.28 lakhs given to PHBPPL and investment of Rs. 2.50 lakhs in PHBPPL.	In the opinion of management, the said matter is a legal litigations and pending for the arbitration proceedings ,based on legal opinion the management is on the opinion that no impairment is required in the value of loan of Rs. 6636.28 lakhs given to PHBPPL and investment of Rs. 2.50 lakhs in PHBPPL and is considered as good and recoverable

 

 

S. No.	Qualified Observation of Statutory Auditor Report	Management/Directors Response
d.	In case of another concession agreement with DMRC for development of the land, the company had raised dispute and approached DMRC to waive the recurring payment liability for the disputed period. The Company invoked "Arbitration Clause" under the concession agreement for settlement of the matter. The Arbitral Tribunal had announced its award in favour of DMRC and directed the company to make payment of recurring fee amounting to Rs. 861 lakhs alongwith interest of Rs. 656 lakhs upto 27 January, 2017. The Arbitral Tribunal has also granted pendent-lite and future interest at the rate of 8.30% p.a. till 30 days from the date of award i.e. 22 March, 2021 and at 10.30% p.a. thereafter. No provision has been made for the same by the company as the Company has filed an appeal in the Delhi High Court against this award. Further, DMRC has filed a Petition before High Court under Section 36 of the Arbitration and Conciliation Act, seeking enforcement of the Award. On 04.03.2022, the High Court directed the Company to deposit the awarded amount. The Company has challenged the impugned order passed by the High Court before the Supreme Court. The Supreme Court has dismissed the SLP. The Objections are pending consideration before the High Court of Delhi wherein Company has raised issues with respect to independency of the Arbitral Tribunal. Delhi High Court has order the PDL to comply the order of Hon’ble Supreme court regarding deposition of award amount with cost of Rs. 50,000. The matter is further listed on 20.09.24. There is an amount of Rs. 2499.07 Lakhs lying as Intangible assets under development which may not be recoverable in case if the amount of recurring fee with interest is not paid by the company or the legal proceedings in this regard are not in their favour. On the basis of legal advice received, the management is of the opinion that the company has a favourable case and has considered the Assets Held for Sale Rs. 2,499.07 lakhs as on 31 March, 2024 as fully recoverable as well as considered that no liability shall be payable as per the Order given by the Tribunal/Court. Considering that Arbitral Tribunal has announced its award in favour of DMRC and directed the company to make payment of recurring fee along with interest and matter is pending with Hon’ble Delhi High Court, we are unable to comment on the impairment required in the Assets Held for Sale recognised against this project and the liability required to be recognised toward unpaid recurring fee and interest thereon and other resultant impact on these consolidated financial results.	In the opinion of management and on the basis of legal opnion received, the management is confident that the company has a favourable case and has considered the Assets Held for Sale Rs. 2,499.07 lakhs as on 31 March, 2024 as fully recoverable as well as considered that no liability shall be payable as per the Order given by the Tribunal/Court.
e.	There are certain old debit balances related to advance to vendors/Trade receivables of Rs. 7621.72 lakhs which are subject to confirmation/ reconciliation against which no provision has been considered by the management as they are confident of their recovery/adjustment. In the absence of any confirmation/ reconciliation we are unable to comment on the adjustment required against these balances and other resultant impact on these standalone financial results.	The Management of Company is confident for recovery/adjustment old debit balances related to advance to vendors/trade receivables of Rs. 7621.72 lakhs which are subject to confirmation. Management is in touch with venders and same will be recovered.

 

 

ANNUAL REPORT 2023-24 15

 

 

S. No.	Qualified Observation of Statutory Auditor Report	Management/Directors Response
f.	The Company does not have an effective process to evaluate and test the IT general controls, which may affect the completeness, accuracy and reliability of the reports generated from IT System.	In view of the Management, the Company has effective process to evaluate and test the IT Controls in general. The Company in the process of further strengthen and upgrading the ongoing process.
g.	The Company does not have effective process to document the review of significant accounting transactions in the books of account which could potentially result in incorrect accounting.	In response of the Management, The Company has appropriate risk control matrix in place to review of significant accounting transactions. The Company in the process of further strengthen and upgrading the ongoing process.

 

1. Secretarial Auditor and Secretarial Audit Report

The Secretarial Audit Report of CS Ashok Tyagi, Practising Company Secretary for the Financial Year ended March 31, 2024 is annexed herewith as Annexure IV 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:

S. No.	Observation of Secretarial Auditor Report	Management/Directors Response
a.	There have been certain delays/ defaults in payment of principal and interest on borrowings, statutory liabilities and payment of other dues by the Company Further the company has given loans as well as received loans from relating parties which are interest free and repayable on demand.	The view of the management, the Company is facing tight liquidity situation therefore there are certain delays/defaults in payment of principal and interest on borrowing, Statutory dues by the Company. The management confident to overcome liquidity situation very soon.
b.	The Company has not redeemed any secured and unsecured Debentures. However, as per the agreement with debenture holder who is holding NCDs, the debenture holders had permitted to extend the time for redemption till December 31, 2024.	During the period under review, the Company able to pay part payment of principal and Interest to Debenture holders.
c.	The Company has delayed the submission of its Annual Audited Financial Statements for the year and quarter ended March 31, 2023, by 93 days. As a result, both the Stock Exchanges, i.e., NSE and BSE, have imposed fines for the contravention of Regulation 33(3)(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which have also been paid by the Company.	The opinion of the management, due to sudden technical glitch in the software system. The company constrained to consider the Financials Statements. The fine imposed by the Stock Exchanges paid by the Company.
d.	The Company has delayed the submission of its Financial Statements for the quarter ended June 30, 2023, by 97 days. As a result, both the Stock Exchanges, i.e., NSE and BSE, have imposed fines for the contravention of Regulation 33(3)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which have also been paid by the Company.	The opinion of the management, due to sudden technical glitch in the software system. The company constrained to consider the Financials Statements.
e.	The Company has delayed the submission of its Financial Statements for the quarter ended Sep 30, 2023, by 43 days. Consequently, both the Stock Exchanges, i.e., NSE and BSE, have imposed fines for the contravention of Regulation 33(3)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which have also been paid by the Company.	The opinion of the management, due to sudden technical glitch in the software system. The company constrained to consider the Financials Statements.

 

 

S. No.	Observation of Secretarial Auditor Report	Management/Directors Response
f.	The Company has also delayed the disclosure of the reasons by 40-day in submitting financial results, as required by SEBI Circular CIR/CFD/CMD-1/142/2018.	In response of delay the disclosure of the reasons in submitting financials results, the management has filed the same after seeking clarification from the Stock Exchanges.
g	The Company has delayed the submission of the Annual Report along with the Notice to the Stock Exchanges by 1 day, as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.	The management clarified that the due to public holidays declared by the State/Central Govt. on the occasion of G-20 summit from 08-09-2023 to 10-09- 2023 at New Delhi there is delay in submission of Notice to the Stock Exchanges by a day.
h	The Company has delayed filing the intimation to the stock exchange regarding the closure of the trading window by 15 days, as required under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended.	In view of management the delay is due to some technical issue.
i	The Company has not filed DPT-3 for the financial year ended 31st March, 2023.	The Company is under process to file the same.

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations, the Secretarial Audit Report of Parsvnath Estate Developers Private Limited and Parsvnath Landmark Developers Private Limited, Material Unlisted Subsidiary Companies, issued by M/s Rimpi Jain & Associates, Company Secretaries, for the Financial Year ended March 31, 2024 are annexed herewith as Annexure V and VI to this Report.

2. Internal Auditors

Pursuant to the provisions of Section 138 of the Act, the Board of Directors of the Company has approved and continue 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 till March 31, 2025.

3. 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 31, 2023 had re-appointed 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 2023-24.

Further, the Board of Directors in its Meeting held on August

 

12, 2024 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 2024-25.

The remuneration payable to Cost Auditors is required to be approved by the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Members’ ratification for the remuneration payable to M/s Chandra Wadhwa & Company for conducting the audit of cost records of the Company, for the Financial Year 2024-25, as approved by the Board at its Meeting held on August 12, 2024 based on the recommendation of Audit Committee, is included in the notice convening the ensuing 33rd Annual General Meeting.

1. 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.

 

 

 

 

 

 

 

 

 

 

 

 

2. GENERAL

 

 

e. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company’s operations in future.

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

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:

1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or

 

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

commission from any of the subsidiary companies of the Company.

Place: Delhi

Date: August 12, 2024