Your Directors have pleasure in presenting the 34th Annual Report, together with the Audited Financial Statements of the Company for
the Financial Year ("FY") ended March 31,2025.
1. FINANCIAL HIGHLIGHTS
|
Item
|
STAND-ALONE
|
CONSOLIDATED
|
| |
FY 2024-25
|
FY 2023-24
|
FY 2024-25
|
FY 2023-24
|
|
Total Revenue
|
12,524.43
|
31,889.24
|
30,345.89
|
49,372.18
|
|
Total Expenses
|
36,470.98
|
52,826.21
|
76,253.95
|
1,06,229.65
|
|
Profit/ (loss) before Exceptional Items and tax
|
(23,946.55)
|
(20,936.97)
|
(45,908.06)
|
(56,857.47)
|
|
Exceptional Items
|
10,054.55
|
(13,532.28)
|
12,065.33
|
6,126.45
|
|
Less: Tax Expenses/(Benefit)
|
20.73
|
7,771.82
|
888.21
|
8,684.18
|
|
Profit/ (loss) after tax
|
(13,912.73)
|
(42,241.07)
|
(34,729.94)
|
(59,415.20)
|
|
Share of Profit/(loss) in Associates
|
-
|
-
|
2.69
|
1.33
|
|
Profit/ (loss) for the year
|
(13,912.73)
|
(42,241.07)
|
(34,727.25)
|
(59,413.87)
|
|
Other comprehensive income
|
12.02
|
(23.21)
|
11.47
|
(24.69)
|
|
Total comprehensive income for the year
|
(13,900.71)
|
(42,264.28)
|
(34,715.78)
|
(59,438.56)
|
|
Net profit/(loss) attributable to:
|
|
|
|
|
|
a) Shareholders of the Company
|
(13,900.71)
|
(42,264.28)
|
(34,525.94)
|
(59,349.97)
|
|
b) Non-controlling interest
|
-
|
-
|
(189.84)
|
(88.59)
|
|
Paid up Equity Shares of the Company
|
21,759.06
|
21,759.06
|
21,759.06
|
21,759.06
|
|
Other Equity
|
(20,788.92)
|
(6,888.21)
|
(2,25,906.96)
|
(1,91,389.79)
|
2. 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.12,524.43 Lakhs
as against Rs. 31,889.24 Lakhs in 2023-2024 and incurred
a net loss of Rs. 13,912.73 Lakhs as against a net loss of Rs.
42,241.07 Lakhs incurred during 2023-2024.
During the year under review, on consolidated basis, the
Company has earned total revenue of Rs. 30,345.89 Lakhs
as against Rs. 49,372.18 Lakhs in 2023-2024 and incurred
a net loss of Rs. 34727.25 Lakhs as against a net loss of Rs.
59,413.87 Lakhs incurred during 2023-2024.
Earnings per Share ("EPS") of the Company stood at Rs. (3.20)
on stand-alone basis and Rs. (7.94) on consolidated basis in
2024-2025.
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.
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 Rs.
350,00,00,000/- divided into 60,00,00,000 Equity Shares of Rs.
5/- each and 5,00,00,000 Preference Shares ofRs. 10/- each.The
Issued, Subscribed and Paid-up Share Capital ofthe Company is
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.
5. DIVIDEND
In view of loss incurred during the Financial Year ended March
31,2025 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 https://www.
parsvnath.com/investors/dividend-distribution-policy/
6. TRANSFER TO RESERVES
The Company has not transferred any amount to General
Reserve during the Financial Year 2024-25.
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, there was some delay in
redemption of debenture. However, as per the agreement
with debenture holder who is holding Series XVI NCDs, the
debenture holders have permitted to extend the time for
redemption till March 31, 2026 and the debenture holders
of Series XIV NCDs have permitted to extend the time for
redemption till December 31, 2025.
8. FIXED DEPOSITS
During the year under review, the Company has not accepted
fixed deposits from the public.
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 2025-26 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/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, 2025, 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, 2025 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, 2025.
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, 2025, there are 02 subsidiary Companies
which are '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: https://www.parsvnath.com/investors/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
2024-25.
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 2024-25 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 : https://www.parsvnath.com/investors/
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 presented in a separate
Section.
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/code-of-conduct-for-corporate-governance/_.
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 does not fall under the list of Top 1000
Companies (based on Market Capitalization) as on 31st March
2025. Therefore, as per Regulation 34(2)(f) of the SEBI Listing
Regulations, the Business Responsibility and Sustainability
Report ("BRSR") is not applicable to the Company.
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 https://www.parsvnath.
com/investors/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 committed to maintain
workplace free from sexual harassment. Any act or behavior
of employee at workplace resulting in sexual harassment is a
form of misconduct and may lead to serious consequences.
The following is a summary of sexual harassment complaints
during the year under review:
|
Number of complaints filed during
the financial year 2024-25
|
Nil
|
|
Number of complaints disposed of
during the financial year 2024-25
|
Not Applicable
|
|
Number of complaints pending as on
end of the financial year 2024-25
|
Nil
|
|
Number of cases pending for more
than ninety days
|
Nil
|
20. COMPLIANCE OF THE PROVISIONS RELATING TO THE
MATERNITY BENEFIT ACT 1961
The Company complies with the provisions of the Maternity
Benefit Act, 1961, as amended from time to time. It extends
the benefits and protection to all the women employees, if
any as per their entitlement in terms of the provisions of the
Maternity Benefit Act 1961.
21. PERFORMANCE EVALUATION
Annual performance evaluation of the Board, Committees
and individual directors is carried out by the Board of
Directors pursuant to the provisions of the Act and SEBI Listing
Regulations. The performance is evaluated by the Board
after seeking inputs from all the members on the basis of
criteria such as the composition and structure, effectiveness
of board processes, information and functioning, 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 held on
29.03.2025, the performance of Non-Independent directors,
the Board as a whole and Chairman of the Company was
evaluated.
22. 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
JL
23. COMPLIANCE WITH THE SECRETARIAL STANDARDS
ISSUED BY ICSI
The Company complies 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.
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, 2025, 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, 2025 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 Company's
internal financial controls were adequate and effective
during the Financial Year 2024-25.
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, the second term of 5
consecutive years (in terms of the provisions of the
Companies Act, 2013) of Mr. Ashok Kumar and Ms. Deepa
Gupta, Non-Executive - Independent Directors of the
Company expired on September 22, 2024 and March 29,
2025 respectively. Mr. Ramesh Chand Gupta was appointed
as Non-Executive - Independent Director of the Company
with effect from March 29, 2025.
Mr. Mandan Mishra who was working and Company Secretary
and Compliance Officer of the Company resigned from the
said positions with effect from July 17, 2025. The Company is
searching for the potential candidate for the said role.
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.
Appointment and Re-appointment of Directors
During the year under review, Mr. Ramesh Chand Gupta was
appointed as Non-Executive - Independent Director of the
Company with effect from March 29, 2025.
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); and
• Mr. M.C. Jain, Sr. Vice President (Corporate) & Group
Chief Financial Officer
Mr. Mandan Mishra who was working and Company
Secretary and Compliance Officer of the Company resigned
from the said positions with effect from July 17, 2025.
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:
https://www.parsvnath.com/investors/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
Six (6) 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) 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 Company's 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 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:
https://www.parsvnath.com/investors/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 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 31,2025.
• 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,
2025 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.
• Pursuant to the Regulation 33(3) 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 company has filed
the claims of Rs. 31444.00 lakhs for project and interest expenses before
the Arbitration Tribunal and DMRC has also preferred Counter Claims to
the tune of INR 8295.00 lakhs on account of the contractual dues as per
the 2nd Supplementary Agreement and interest thereon along with GST
on interest. Next date of hearing is fixed on 29.10.2025. Based on the legal
opinion obtained, the management is of the opinion that company has a
favourable case against DMRC due to various defaults on the part of DMRC
and therefore Intangible assets under development of Rs. 8097.89 Lakhs
and unamortised upfront fee Rs. 664.88 Lakhs is recoverable and hence no
impairment is required against the 'Intangible Assets under development"
and unamortised upfront fee related with this project.
Considering the fact that DMRC had terminated the contract, Arbitration
Tribunal has been formed, the company has filed the claims of Rs. 31444.00
lakhs for project and interest expenses before the Arbitration Tribunal and
DMRC has also preferred Counter Claims to the tune of INR 8295.00 lakhs on
account of the contractual dues as per the 2nd Supplementary Agreement
and interest thereon along with GST on interest, there are various
uncertainty involved in the outcome of the matter and recoverability of the
amount lying as 'Intangible Assets under development' and unamortised
upfront fee related with this project in the books of the company. Due
to above uncertainties, we are unable to comment on the impairment
required in the value of Intangible assets under development of Rs. 8097.89
Lakhs and unamortised upfront fee of Rs. 664.88 Lakhs as reflected in the
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 form DMRC shall
be more than the book value.
Hence, No impairment is required
against the Intangible Assets under
development and no adverse impact is
anticipated on future operations of the
Company.
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S. No.
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Qualified Observation of Statutory Auditor Report
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Management/Directors Response
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|
b.
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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 which is yet to be deposited. On 20.09.2024, Company
gave a proposal that amounts required to be deposited in present case be
adjusted from the amount required to be deposited by DMRC in arbitration
award under section 34 issued in favour of subsidiary company (Khyber pass
section 34). Further Company was restrained from alienating its assets. DMRC
vide its application filed in Khyber Pass Section 34 accepted the proposal
and accordingly. Company has filed an Application seeking vacation of stay
order. Vide Order dated 11.12.2024, DMRC sought time to file reply to the
Application. On 29.07.2025 parties suggested that the Objections of Khyber
Pass may be heard and decided, which would ultimately resolve all the issues
including release of amount and bank guarantee etc. The matter is now
listed on 12.09.2025 for arguments. On the basis of legal advice received, the
management is of the opinion that the company has a favourable case and
has considered Intangible assets under development of Rs. 4000.55 lakhs as
on 31st March 2025 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 intangible Assets
under development recognised against this project and the liability required
to be recognised toward unpaid recurring fee and interest thereon and other
resultant impact on these standalone financial results
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The management is of the opinion
that based on the legal opinion,
the company has a favorable case
and therefore the amount has been
considered as fully recoverable and
that no liability shall be payable as per
the Order given by the Tribunal/Court.
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S. No.
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Qualified Observation of Statutory Auditor Report
|
Management/Directors Response
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c.
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In case of another BOT project, construction activities were suspended as
per the instructions of the DMRC. The Company had invoked the Arbitration
clause under the concession agreement and the Order has been pronounced
on October 08, 2023. As per the said Arbitration Award, the Ld. Arbitrator has
partly allowed the Claims sought by the Company and as such the time period
of lease between 21.01.2011 till 07.02.2019 has been declared zero period
and the company is required to make the rental payment alongwith interest
from February 8, 2019 onwards as per the concession agreement. DMRC has
filed an application under section 33 of the Arbitration and Conciliation Act,
1996 (as amended) seeking correction / interpretation of the Award dated
08.10.2023 which has been confirmed by the Arbitrator. DMRC has filed a
Petition under section 34 of the Arbitration and Conciliation Act, 1996 for
setting aside the Arbitral Award dated 08.10.2023 corrected on 23.03.2024
passed by the Arbitral Tribunal. The petition is now listed for hearing on
09.09.2025. Meanwhile, DMRC vide letter dated 30.09.2024 issued a cure-
cum-termination notice to deposit the outstanding dues alongwith interest
and also calling upon us to submit escalated security deposit of Rs. 408.96
lakhs. The Company has filed a petition under section 9 of the Arbitration
& Conciliation Act, 1996 before the Delhi High Court seeking interim reliefs
which has been dismissed by High court as withdrawn. The Company has
approached DMRC vide letter dated 03.07.2025 for levying the recurring dues
from 08.10.2023 i.e date of award and for extension for further 30 years from
the year 2023. Management is of the view that project will be restated and the
intangible assets under development of Rs. 14196.48 lakhs and unamortised
upfront fee of Rs. 967.95 Lakhs is recoverable.
Considering the fact that DMRC had issued cure cum termination notice
for deposition of outstanding dues & petition has been withdrawn by the
company and now matter is under discussion with DMRC for settling the
dues, there are various uncertainty involved in the outcome of the matter
and recoverability of the amount Rs. 14196.48 lakhs and unamortised upfront
fee of Rs. 967.95 Lakhs 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 the standalone financial results
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The management is of the opinion
that based on the legal opinion,
the company has a favorable case
and therefore the amount has been
considered as fully recoverable and
that no liability shall be payable as per
the Order given by the Tribunal/Court.
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S. No.
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Qualified Observation of Statutory Auditor Report
|
Management/Directors Response
|
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d.
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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 under Section 34 of the Act. The Ld.
Commercial Court vide its order dated 8 July, 2024 allowed the objections
filed by the WOS thereby setting aside the Impugned Award dated 18 April,
2023. Collaborator (land owners) has filed petition u/s 37 of the Act before
Allahabad High Court challenging the order dated 08.07.204 passed by the
commercial court. The matter last heard on 09.01.2025. The Bench, after
recording the submission of parties, observed that the matter requires
consideration and accordingly issued Notice and directed that during
pendency of the Appeal, status quo pertaining to the land in question shall
be maintained by the parties and none of the parties would deal with the
property in question. The Appeal will be listed in due course and next date
of hearing is yet to be fixed. On the basis of legal opinion and considering
the favourable judgement from the commercial court, the management
is of the view that there is no impairment is required in the value of loan
of Rs.5180.25 lakhs given to WOS and investment of Rs. 21076.47 lakhs in
WOS are considered as good and recoverable.
Considering various uncertainties, we are unable to comment on the
adjustment required in the value of Loan of Rs. 5180.25 lakhs and
Investment of Rs. 21076.47 lakhs in WOS
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Based on the legal opinion, the
management is confident, that the
termination of the agreement will be
set aside.
Hence, no impairment is required in
the value of loan to WOS and that the
investments in WOS is considered as
good and recoverable.
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e.
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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 first sitting of the Arbitral Tribunal held on 1st June, 2022 wherein he
has advised the parties for an amicable resolution of dispute and directed
the Claimant to give a proposal for payment of outstanding dues of PSIEC.
During the year ended 31.03.2025 and subsequently, the company has
submitted proposals to PSIEC which were rejected by PSIEC. The matter
was listed on 20.08.2025 wherein PSIEC sought time to seek instructions
which was allowed by the Tribunal. The next date of hearing is fixed on
10.09.2025. Pending the arbitration proceedings, the management is
on the opinion that no impairment is required in the value of loan of Rs.
6636.45 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 favour of PHBPPL as well as proposal submitted by
the company has been rejected, given that the outcome of the proceedings
cannot be determined at this stage, we are unable to comment on the
adjustment required in the value of loan of Rs. 6636.45 lakhs given to
PHBPPL and investment of Rs. 2.50 lakhs in PHBPPL
|
In the opinion of management, the said
matter is subject to 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 and investment in PHBPPL and
is considered as good and recoverable
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S. No.
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Qualified Observation of Statutory Auditor Report
|
Management/Directors Response
|
|
f.
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The Real Estate Regulatory Authority (RERA) has issued multiple recovery
certificates in response to complaints filed by various customers of the
Company which are yet to be compiled by the Company. The company has
not made specific provision for compensation payable to these customers,
as it believes that compensation will not be required following mutual
settlements with the customers.
Pending the compilation of recovery certificates by the Company and
determination of additional provision may be required against the same,
we are unable to assess the potential impact of these matters on the
Standalone Financial Statements at this time
|
The appropriate provisions have
been made by the Company and
regular payments being made to the
customers. The Company has been
regularly taking up all such matters
from the customers / RERA.
|
|
g.
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There are long-outstanding advances to vendors and trade receivables
aggregating Rs. 9,196.53 lakhs that are pending confirmation and
reconciliation. Management has not recognised any loss allowance/provision
against these balances on the assertion that they are recoverable/adjustable.
Owing to the absence of external confirmations/reconciliations and the
limited alternative procedures available to us, we were unable to obtain
sufficient appropriate audit evidence regarding the existence, accuracy,
rights and recoverability of these balances. Accordingly, we are unable to
determine whether any adjustments are required to the carrying amounts of
these balances and the consequential impact, if any, on the accompanying
Standalone financial Results, including the Statement of Profit and Loss (and
Other Comprehensive Income), the Statement of Changes in Equity and the
related disclosures
|
The Management of Company is
confident to recover the balances
related to such advance to vendors/
trade receivables. Management is
taking appropriate action in this
regard.
|
|
h.
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Control with respect to evaluation of uncertainty for realizing the
carrying value of its investment, receivable and Intangible Assets under
Development, liability to be recognized in respect of compensation against
Customer complaints & related to matters.
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.
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.
|
The Company has in place appropriate
control and effective process
with respect to the evaluation of
uncertainty, testing IT controls in
general and reviewing significant
accounting transactions.
The Company is in the process of
further strengthening and upgrading
the ongoing process.
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S. No.
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Qualified Observation of Secretarial Auditor Report
|
Management/Directors Response
|
|
1.
|
The Company has delayed the submission of its Annual
Audited Financial Statements for the year and quarter
ended March 31, 2024, by 21 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.
|
Due to sudden technical glitch in the software system and some
unavoidable circumstances, consideration and approval of the
Financials Statements was delayed.
The Company has paid fine as imposed by BSE and NSE
|
|
2.
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The Company has not incorporated a Quick Response
code in newspaper advertisement for the quarter ended
December 31,2024.
|
Owing to some technical difficulty in newly introduced concept
effective from 13.12.2024, it could not be adopted for the financial
result 31.12.2024. Same will be taken care of for future compliances
|
|
3.
|
Non-compliance with respect to re-constitution of
Nomination And Remuneration Committee.
|
The tenure of Mr. Ashok Kumar (serving the Nomination And
Remuneration Committee as Chairperson), on the Board of the
Company was completed on September 22, 2024. Consequently,
he ceased to be member of the Committee.
Subsequently, the composition of the Nomination And
Remuneration Committee was reconstituted in the immediate
next meeting of the Board of Directors held on November 14, 2024.
The Company has paid the fine as imposed by BSE and NSE.
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|
4.
|
The Company has not filed DPT-3 for the financial year ended
31.03.2024
|
It is under process to file the Form.
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(b) Secretarial Auditor and Secretarial Audit Report
The Secretarial Audit Report of VKC & Associates,
Practicing Company Secretaries by Mr. Ashok Tyagi,
Senior Partner, for the Financial Year ended March
31, 2025 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:
It is proposed to appoint M/s VKC & Associates, Company
Secretaries, a peer reviewed practicing firm (Mr. Ashok
Tyagi associated as senior partner in M/s VKC & Associates)
(Firm Registration Number: P2018DE077000) as Secretarial
Auditors of the Company, for a term of five (5) consecutive
years, to conduct the Secretarial Audit From the Financial
Year 2025-26 to Financial Year 2029-30 pursuant to the
provisions of Regulation 24A of SEBI Listing Regulations
and Section 204 of the Companies Act, 2013 read with rules
made thereunder, subject to the approval of shareholder of
the Company at the ensuing AGM.
Written consent of the Secretarial Auditors along with
confirmation to the effect that they are eligible and not
disqualified to be appointed as the Secretarial Auditors of
the Company, has been obtained.
Pursuant to the provisions of Regulation 24A of the SEBI
Listing Regulations, the Secretarial Audit Reports of
Parsvnath Estate Developers Private Limited and Parsvnath
Landmark Developers Private Limited, Material Subsidiary
Companies, issued by M/s Rimpi Jain & Associates, Company
Secretaries, for the Financial Year ended March 31, 2025
are annexed herewith as Annexure V to VI to this Report
respectively.
(c) Internal Auditors
M/s Nitin Agrawal & Associates, Chartered Accountants (Firm
Registration No. 015541C), continues as Internal Auditors of
the Company. 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 as
Internal Auditors, based on the recommendation of the
Audit Committee, till March 31, 2026.
(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 12, 2024 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 2024-25.
Further, the Board of Directors in its Meeting held on
September 02, 2025 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 2025-26.
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 2025-26, as
approved by the Board in its Meeting held on September 02,
2025 based on the recommendation of Audit Committee, is
included in the notice convening the ensuing 34th 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 Rs.102 Lakhs
per annum, if employed throughout the Financial
Year and Rs.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, a list of top ten employees of the Company
(based on remuneration drawn during Financial Year
2024-25) 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 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
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: September 02, 2025 DIN 00333486
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