(Rs. in Lakhs)
- REVIEW OF OPERATIONS AND STATE OF COMPANYS 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.
- 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.
- 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.
- 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 Companys website and can be
accessed at the link: http://www.
parsvnath.com/investors/iulr/dividend-distribution-policy/.
- 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.
- 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.
- FIXED DEPOSITS
During the year under review, the Company has not accepted fixed deposits from the
public.
-
- 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.
- 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.
- 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 Companys 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 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 2023-24.
- 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
202324 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/.
- 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.
- MANAGEMENT DISCUSSION AND 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.
- 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.
- 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.
- 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 Boards 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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).
- 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.
- 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:
- 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;
- 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;
- 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;
- the Directors have prepared the annual accounts on a going concern basis;
- 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
- ) 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 2023-24.
Pursuant to Section 134(3)(ca) of the Act, no fraud has been reported
by the Auditors of the Company.
- DIRECTORS AND KEY MANAGERIAL PERSONNEL