parab infra limited fileparab infra limited cin : l45209mh1989plc221005 annual report 2014-2015 din...

Annual Report

2014 - 2015

Annual Report

2014 - 2015

PARAB INFRA

LIMITED

CONTENTS

1)

2)

3)

4)

5)

6)

7)

8)

9)

10)

11)

12)

13)

14)

Company Information

Notice of Annual General Meeting

Director’s Report

Management's Discussion and Analysis

Report on Corporate Governance

CEO/CFO Certification

Auditor's Report

Auditor's Certificate on Corporate Governance

Balance Sheet

Profit and Loss Account

Schedules forming parts of Accounts

Cash Flow Statement

Attendance Slip

Proxy Form

PARAB INFRA LIMITED CIN : L45209MH1989PLC221005 Annual Report 2014-2015

THISPAGE HAS BEEN

LEFT BLANK INTENTIONALLY

CORPORATE INFORMATION

NAME OF COMPANY : PARAB INFRALIMITED

CIN :

ISIN : INE713M01023

SCRIP CODE : 513359

BOARD OF DIRECTORS :

: M-101, 1st Floor, Shweta Park Co-op. Hsg. Soc.,

CORPORATE OFFICE Road No. 2, Daulat Nagar, Borivali (East), Mumbai - 400066.

Tel: 022-28951030

E-mail : [email protected]

Website: www.parabinfraltd.com

STATUTORYAUDITORS :

13/ C, Sadashiv Bhavan, R R T Road, Mulund (West),

Mumbai - 400080.

BANKERS : Corporation Bank

Rameshwar Co-operative Bank Ltd

Apna Sahakari Bank Limited

:

L45209MH1989PLC221005

BOARD COMMITTEES

REGISTERED AND

SECRETARIAL AUDITORS :

Office No. 11, Shree DurgaApts. CHS, Ground Floor,

Plot No. 186, Sector 10, Sanpada, Navi Mumbai - 400705

REGISTRARAND SHARE

TRANSFER AGENTS

FINANCIALYEAR : 2014 - 2015

M/s. D J N S &Associates

Link Intime India Private Limited

D. S. Momaya & Co.

C-13, Pannalal Silk Mills Compound, L B S Marg,

Bhandup (West), Mumbai - 400078.

1

COMMITTEE MEMBERS

Audit Committee

Nomination and Remuneration

Committee

Stakeholders Relationship

Committee

Mr. Amrit L GandhiMr. Richie S FredicsonMr. Shakil Ahmed Gulam Bilali

Mr. Kalu Shankar KambleMs. Rohini G SehgalMr. Shakil Ahmed Gulam Bilali

Mr. Richie S FredicsonMs Rohini G SehgalMr. Jitendra L Gandhi


DIN NAME DESIGNATION

Jitendra Laxmichand Gandhi

Amrit Laxmichand Gandhi

Kalu Shankar Kamble

Shakil Ahmed Gulam Bilali

Richie Sahaya Fredicson

Rohini Girish Sehgal

Chairman & CFO

Managing Director

Whole-time Director

Independent Director



06441725

02870947

01834130

06790655

06964594

06964612

NOTICE

NOTICE PARAB INFRA LIMITED

Tuesday, 29th day of September, 2015 11.00 a.m.

“RESOLVED THAT

RESOLVED FURTHER THAT

:

“RESOLVED THAT


“RESOLVED THAT

is hereby given that the 26thAnnual General Meeting of the members of will beheld on the at at M-101, 1st Floor, Shweta Park Co-op Hsg.,Soc., Road No.2, Daulat Nagar, Borivali (East), Mumbai - 400066. to transact the following business:

1. To consider and adopt the audited financial statement of the Company for the financial year endedMarch 31, 2015, the reports of Board of Directors andAuditors thereon.

2. To appoint a Director in place of Mr. Jitendra L Gandhi (DIN: 06441725), who retires by rotation andbeing eligible has offered himself for re-appointment.

3. To consider and if thought fit, to pass with or without modifications, the following, resolution as anOrdinary Resolution:

4. To appoint M/s. D J N S & Associates , Chartered Accountants as Statutory Auditors of the Companyand in this regard, to consider and if thought fit, to pass the following resolution as on Ordinaryresolution:

pursuant to provision of section 139 and 142 and all other applicable provisions ofthe Companies Act 2013 (as amended or re-enacted from time to time) read with rule no 3 of theCompanies (Audit and Auditors) Rules 2014, and pursuant to the recommendations of the AuditCommittee of the Board of Directors and pursuant to the resolution passed at the Annual GeneralMeeting of the Company held on September 30, 2014, the appointment of M/s. D J N S & Associates,Chartered Accountants as the Statutory Auditors of the Company who shall hold office till theconclusion of theAnnual General Meeting in the calendar year 2018 be and is hereby ratified and thatthe Board of Directors be and is hereby authorized to fix the remuneration payable to them for thefinancial year March 31, 2016.

any of the director of the Company be and is hereby severally authorizedto file formADT-1 with the Registrar of Companies with the prescribed time.

5. To consider and if thought fit, to pass, with or without modification(s), the following resolution as aSpecial Resolution:

in supersession of the previous resolution to this effect and subject to theprovisions of section 180(1)(c) of the Companies Act, 2013, consent of the members be and is herebyaccorded to the Board of Directors of the company to raise or borrow from time to time such sum orsums as they may deem appropriate for the purposes of the company notwithstanding that themonies already borrowed and the monies to be borrowed (apart from temporary loans obtained fromcompany’s bankers in the ordinary course of business) will exceed the paid-up capital of the companyand free reserves not set apart for any specific purpose. Provided that the total amount upto whichmonies may be borrowed by the Board of Directors shall not exceed the Rs. 50,00,00,000/- (RupeesFifty Crore only) at any one time.

the Board of Directors of the Company be and are hereby authorized to dosuch acts, deeds, things and execute all such documents, undertaking as may be necessary for givingeffect to the above resolution.”


in supersession of the previous resolution consent of the members be and is herebyaccorded pursuant to section 180(1)(a) and other applicable provisions if any, of the Companies Act,2013, to the Board of Directors of the Company to pledge, mortgage and/or charge in all or any part

ORDINARY BUSINESS

SPECIALBUSINESS

2


of movable or immovable properties of the Company and the whole or part of the undertaking of theCompany of every nature and kind whatsoever and/or creating a floating charge in all or any movableor immovable properties of the Company and the whole of the undertaking of the Company togetherwith power to take over the management of the business and concern of the Company in certainevents to or in favour of Banks, Financial Institutions, any other lenders or debenture trustees tosecure the amount borrowed by the Company or any third party from time to time for the duepayment of the principal together with interest, charges, costs, expenses and all other moniespayable by the Company or any third party in respect of such borrowings provided that the maximumlimit of the obligations secured by such security interest created by the Company does not exceed Rs.50,00,00,000/- (Rupees Fifty Crore only) at any one time.

the Board of Directors of the Company be and are hereby authorized to dosuch acts, deeds, things and execute all such documents, undertaking as may be necessary for givingeffect to the above resolution.”


pursuant to Section 186 and other applicable provisions, if any, of the CompaniesAct, 2013 (the Act) and the Rules made thereunder, as amended from time to time, consent of theCompany be and is hereby accorded to the Board of Directors of the Company (hereinafter referred toas the “Board”, which term shall be deemed to include any Committee of the Board constituted toexercise its powers, including the powers conferred by this Resolution) to invest/acquire thesecurities of any body corporate by way of subscription/purchase or otherwise, upto a sum of Rs.50,00,00,000/- (Rupees Fifty crore), notwithstanding that the aggregate of the investments so farmade or to be made exceeds the limits/will exceed the limits laid down by theAct.

that the Board be and is hereby authorized to take from time to time alldecisions and steps necessary, expedient or proper, in respect of the above mentioned investment(s)(collectively ”transactions”) including the timing, the amount and other terms and conditions of suchtransactions and also to take all other decisions including varying any of them, through transfer orsale, divestment or otherwise, either in part or in full, as it may, in its absolute discretion, deemappropriate, subject to the specified limits for effecting the aforesaid transaction.”


“RESOLVED THAT

RESOLVED FURTHER

M-101, 1st Floor, Shweta Park Co-op Hsg. Soc.,

Road No.2, Daulat Nagar, Borivali (East),

Mumbai - 400066.

By Order of the Board

Place : Mumbai For PARAB INFRALIMITED

Dated : 12thAugust, 2015

sd/-

Registered Office: Amrit Gandhi

DIN : 02870947

Managing Director

3


NOTES :

1. A member entitled to attend and vote at the Annual General Meeting (“the meeting”) is entitled toappoint a proxy to attend and vote on a poll in the meeting instead of himself and the proxy need notto be a member. The instrument appointing the proxy, should however be deposited at the registeredoffice of the Company not less than forty-eight hours before the commencement of the meeting.

2. Pursuant to provisions of Section 105 of the Companies Act, 2013, read with the applicable rulesthereon, a person can act as a proxy on behalf of members not exceeding fifty and holding in theaggregate not more than ten percent of the total share capital of the Company carrying voting rights.A member holding more than ten percent of the total share capital of the Company carrying votingrights may appoint a single person as proxy, who shall not act as a proxy for any other member.

3. The Register of Members of the Company shall remain closed from September 24, 2015 to September29, 2015 (both days inclusive).

4. Members seeking any information or clarifications on the Annual Report are requested to send inwritten queries to the Company at least one week before the date of the Meeting. This would enablethe Company to compile the information and provide replies at the Meeting.

5. Shareholders seeking any information with regard to accounts are requested to write to theCompany at least seven days in advance so as to enable the Company to keep the information ready.

6. Members who are holding physical shares in identical order of names in more than one folio arerequested to send to the Company or Company’s Share Transfer Agent the details of such foliostogether with the share certificates for consolidating their holding in one folio. The sharecertificates will be returned to the members after making requisite changes, thereon. Members arerequested to use the new share transfer form SH-4.

7. Statement to be annexed to the notice calling General Meeting forms part of the notice pursuant tosection 102 of the Companies Act, 2013 read with Commencement Notification of Companies Act2013 dated 28th September 2013.

8. Corporate members intending to send their authorised representatives to attend the meeting arerequested to send a duly certified board resolution on the letter head of the company signed by oneof the Directors of the Company authorising their representative to attend and to vote on theirbehalf at the meeting.

9. As required by Cluase 49 of the Listing Agreement, the particulars of Director who is proposed to beappointed at theAnnual General meeting is given below:

a. Name: Mr. Jitendra Gandhi

b. Qualification: B.Com

c. Nature of expertise: Expert in civil contracts & Marketing

d. Experience: 14years

e. Other Directorships/ Committee memberships held: Parab Financial consultant Pvt ltd.

f. Shareholding in the Company: Nil




sd/-

Amrit Gandhi

DIN : 02870947

Managing Director

4


Explanatory Statement pursuant to section 102 of the CompaniesAct, 2013 :

Item Nos 5 & 6 :

Item Nos 7

Keeping in view the Company’s existing and future financial requirements to support its businessoperations, the Company needs additional funds. For this purpose, the Company is desirous of raisingfinance from various Banks and/or Financial Institutions and/or any other lending institutions and/orBodies Corporate and/or such other persons/ individuals as may be considered fit, which, togetherwith the moneys already borrowed by the Company (apart from temporary loans obtained from theCompany’s bankers in the ordinary course of business) may exceed the aggregate of the paid-upcapital and the free reserves of the Company. Hence it is proposed to increase the maximumborrowing limits upto Rs. 50,00,00,000/- (Rupees Fifty Crore only). Pursuant to Section 180(1)(c) ofthe Companies Act, 2013, the Board of Directors cannot borrow more than the aggregate amount ofthe paid-up capital of the Company and its free reserves at any one time except with the consent ofthe members of the Company in a general meeting.

In order to facilitate securing the borrowing made by the Company and also for the purposes ofproviding third party security from time to time, it would be necessary to create charge on the assetsor whole of the undertaking of the Company. Section 180(1)(a) of the Companies Act, 2013 providesfor the power to sell, lease or otherwise dispose of the whole or substantially the whole of theundertaking of the Company subject to the approval of members in the general meeting .

The Board commends the Resolutions at Item No.4 and 5 of the accompanying Notice for approval bythe Members of the Company.

None of the Directors and Key Managerial Personnel of the Company or their respective relatives areconcerned or interested in the passing of the Resolution at Item Nos.4 and 5 of the accompanyingNotice.

The Company being engaged in the business of real estate and construction, the loans made,guarantees given or security provided by it are exempt from the provisions of Section 186 of the Act.However, as per Section 186 of the Act read with the Rules framed thereunder, the Company isrequired to obtain the prior approval of the Members by way of a Special Resolution for acquisition byway of subscription, purchase or otherwise, the securities of any other body corporate exceeding60% of its paid-up share capital, free reserves and securities premium account or 100% of its freereserves and securities premium account, whichever is more.

The Company has growth plans in the fields of construction. The Company, therefore, proposes limitfor additional equity and equivalent investment in instruments of upto Rs. 50 crore for newprojects/assets.

The approval of the Members is being sought by way of a Special Resolution under Section 186 of theAct read with the Rules made thereunder, to enable the Company to acquire by way of subscription,purchase or otherwise, the securities of any other body corporate, exceeding 60% of its paid-up sharecapital, free reserves and securities premium account or 100% of its free reserves and securitiespremium account, whichever is more.

The Board commends the Resolution at Item No.6 of the accompanying Notice for approval by theMembers of the Company.

5


None of the Directors and Key Managerial Personnel of the Company or their respective relatives areconcerned or interested in the passing of the Resolution at Item No.6 of the accompanying Notice.




sd/-

Amrit Gandhi

DIN : 02870947

Managing Director

6


E-VOTING

1. Voting through electronic means :

Ms.Divya Momaya, M/s D.S.

Momaya & Co,

(i) According to section 108 of Companies Act, 2013, read with Rule 20 of Companies (Management andAdministration) Rules, 2014 and Clause 35B of the Listing Agreement, e-voting is mandatory for alllisted Companies or Companies having Shareholders not less than one thousand.

(ii) In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of theCompanies (Management and Administration) Rules, 2014, the Company is pleased to providemembers the facility to exercise their right to vote at the Annual General Meeting (AGM) byelectronic means and the business may be transacted through e-Voting Services provided by CentralDepositories Securities Limited (CDSL).

(iii) A member may exercise his vote at any general meeting by electronic means and company may passany resolution by electronic voting system in accordance with the Rule 20 of the Companies(Management andAdministration) Rules, 2014.

(iv) During the e-voting period, members of the Company, holding shares either in physical form ordematerialized form, as on a fixed date, may cast their vote electronically.

(v) Voting rights shall be reckoned on the paid up value of shares registered in the name of themember/beneficial owner (in case of electronic shareholding) as on the cut off date i.e September22, 2015.

(vi) A person whose name is recorded in Register of members or in the register of beneficial ownersmaintained by the depositories as on the cut off date i.e September 22, 2015 only shall be entitled toavail the facility of remote e-voting.

(v) The e-voting shall remain open from September 26, 2015 (9.00 a.m.) and ends on September 29,2015 (5.00 p.m.). The e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be disabled by CDSLupon expiry of aforesaid period.

(vi) The Board of Directors at their meeting have appointed Proprietor ofCompany Secretaries as the scrutinizer for e-voting to unblock the votes in favour or

against, if any, and to report forthwith to the Chairman. The scrutinizer will be responsible toconduct e-Voting in a fair and transparent manner.

(vii) The Scrutinizer shall within a period of not exceeding three (3) working days from the conclusion ofthe e-Voting period unlock the votes in the presence of at least two (2) witnesses not in theemployment of the Company and make a Scrutinizer’s Report of the votes cast in favour or against, ifany, forthwith to the Chairman of the Company.

(viii) The Results shall be declared on or after the Annual General Meeting of the Company. The Resultsdeclared along with the Scrutinizer’s Report shall be placed on the Company’s websitewww.parabinfraltd.com and on the website of CDSL within two(2) days of passing of the resolutionsat the Annual General Meeting of the Company on September 29, 2015 and communicated to the BSELimited.

7


(ix) Vote once casted by the member cannot be changed/altered.

(i) The Notice of the AGM of the Company inter alia indicating the process and manner of e-Votingprocess along with printed Attendance Slip and Proxy Form is being dispatched to all the members.Initial logging ID and password is provided at the bottom of the Attendance Slip/ Proxy Form for theAGM.

EVEN (E Voting Event Number) USER ID PASSWORD/PIN

(ii) CDSL shall also be sending the User-Id and Password, to those members whose shareholding is in thedematerialized format and whose email addresses are registered with the Company/ DepositoryParticipant(s). For members who have not registered their email address, can use the details asprovided above.

(iii) Launch internet browser by typing the following URL: https://www.evoting.cdsl.com/

(iv) Click on Shareholder – Login

(v) Put user-Id and Password as initial password noted in step (ii) above. Click Login.

(vi) Password change menu appears. Change the password with new password of your choice withminimum 8 digits/characters or combination thereof. Note new password. It is stronglyrecommended not to share your password with any other person and take utmost care to keep yourpassword confidential.

(vii) Home page of e-voting opens. Click on e-Voting:Active Voting Cycles.

(viii) Select “EVEN” of PARAB INFRALIMITED

(ix) Now you are ready for e-voting as Cast Vote page opens.

(x) Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm” whenprompted.

(xi) Upon confirmation, the message “Vote cast successfully” will be displayed.

(xii) Once you have voted on the resolution, you will not be allowed to modify your vote.

(xiii) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scannedcopy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. together withattested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to theScrutinizer through [email protected] with a copy marked to [email protected].

(xiv) In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the Downloads section of www.evoting.cdsl .com.

(xv) If you are already registered with CDSL for e-voting then you can use your existing user-Id andpassword for casting your vote.

2. The instructions for e-voting are as under:

8


(xvi) You can also update your mobile number and e-mail id in the user profile details of the folio whichmay be used for sending future communication(s).

(xvii) The e-voting period commences on September 26, 2015 (9.00 a.m.) and ends on September 28, 2015(6.00 p.m.). During this period shareholders’ of the Company, holding shares either in physical formor in dematerialized form, as on the cut-off date of i.e. September 22, 2015, may cast their voteelectronically. The e-voting module shall also be disabled by CDSL for voting thereafter. Once thevote on a resolution is casted by the shareholder, the shareholder will not be allowed to change itsubsequently.

(xviii) The voting rights of Shareholders shall be in proportion to their shares of the paid up equitysharecapital of the Company as on, September 22, 2015.

(xix) Since the Company is required to provide facility to the members to exercise their right to vote byelectronic means, shareholders of the Company, holding shares either in physical form or indematerialized form, as on September 23, 2015 and not casting their vote electronically, may casttheir vote at theAnnual General Meeting.




sd/-

Amrit Gandhi

DIN : 02870947

Managing Director

9


DIRECTOR’S REPORT TO THE SHAREHOLDERS

TO,

The Member of

PARAB INFRALIMITED

1) FINANCIALRESULTS :

Results of operations and the state of Company’s affairs

2) DIVIDEND :

Your Directors are pleased to present their 26th Annual Report of the Company with the Audited financialstatement for the financial year ended 31st March 2015.

The Company’s financial performance, for the year ended March 31, 2015 is summarised below:

The highlights of the Company’s performance are as under:

• Revenue of the Company decreased from Rs. 1,80,36,100/- to Rs. 1,16,07,624/-

• Net Profit increased from Rs. 46,41,512/- to Rs. 59,59,254/-

No material changes and commitments have occurred after the close of the year till the date of thisReport, which affect the financial position of the Company.

After considering the financial results for the financial year, your Directors are of the opinion that it isprudent that no dividend be declared for the year under review so that the profits earned in the financialyear can be ploughed back and utilized towards various growth and other expansion plans.

3) Management’s Discussion andAnalysis

In terms of the provisions of Clause 49 of the Listing Agreement, the Management’s Discussion andAnalysis is set out in thisAnnual Report.

10


PARTICULARS

Profit before Depreciation

Less : Depreciation

Less : Directors Remuneration

Profit after Depreciation & Before Tax

Less : Provision for Tax

Profit after Tax

Add : Profit brought forward

Balance transferred to Balance Sheet

2014 - 2015(Rs.)

74,49,583

3,329

2,64,000

71,82,254

12,23,000

59,59,254

8,93,021

68,52,275

2013 - 2014(Rs.)

72,70,012

-

4,00,000

68,70,012

22,28,500

46,41,512

(37,48,491)

8,93,021

Directors’Responsibility Statement

CORPORATE GOVERNANCE

RISK MANAGEMENT

INTERNALFINANCIALCONTROLS

Your Directors state that :

a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accountingstandards read with requirements set out under Schedule III to theAct, have been followed and there areno material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at March 31, 2015 and of the loss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding the assets of the Company and forpreventing 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 suchinternal financial controls are adequate and are operating effectively;

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable lawsand that such systems are adequate and operating effectively.

The Company is committed to maintain the highest standards of corporate governance and adhere to thecorporate governance requirements set out by SEBI. The report on Corporate Governance as stipulatedunder the Listing Agreement forms an integral part of this Report. The requisite certificate from theAuditors of the Company confirming compliance with the conditions of corporate governance is attachedto the report on Corporate Governance.

During the year, your Directors have constituted a Risk Management Committee which has been entrustedwith the responsibility to assist the Board in (a) Overseeing and approving the Company’s enterprise widerisk management framework; and (b) Overseeing that all the risks that the organization faces such asstrategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational andother risks have been identified and assessed and there is an adequate risk management infrastructure inplace capable of addressing those risks.

The Company manages, monitors and reports on the principal risks and uncertainties that can impact itsability to achieve its strategic objectives. The Company has introduced several improvements toEnterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes todrive a common integrated view of risks, optimal risk mitigation responses and efficient management ofinternal control and assurance activities.

The Company has in place adequate internal financial controls with reference to financial statements.During the year, such controls were tested and no reportable material weakness in the design oroperations were observed.

11


BOARD DIVERSITY

MEETINGS OF THE BOARD

DIRECTORSAND KEY MANAGERIALPERSONNEL

Committees of the Board

Audit Committee:

The Company recognises and embraces the benefits of having a diverse Board to enhance the quality ofits performance. The Board Diversity Policy aims to set out the approach to achieve diversity on the boardof directors of the Company. The Board Diversity policy is available on the Company’s website athttp://www.Parabinfraltd.com

The Board met 5 times during the financial year, the details of which are given in the CorporateGovernance Report that forms part of thisAnnual Report. The intervening gap between two meetings waswithin the period prescribed by the CompaniesAct, 2013.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr.JitendraGandhi Chairman & Director of the Company, retires by rotation at the ensuing Annual General Meetingand being eligible has offered himself for re-appointment

The Company has received necessary declarations from all the Independent Directors of the Companyunder section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independenceas prescribed both under theAct and Clause 49 of the ListingAgreement with the Stock Exchanges.

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Boardevaluation framework. The Companies Act, 2013 states that a formal evaluation needs to be made by theBoard and its own performance and that of its Committees and individual directors. Schedule IV of theCompanies Act, 2013 states that the performance evaluation of Independent Directors shall be done bythe entire Board of Directors, excluding the director being evaluated. Accordingly the Company hasdevised a Policy for performance evaluation of Independent Directors, Board, Committees and otherindividual Directors which includes criteria for performance evaluation of the non-executive directorsand executive directors. On the basis of the policy for performance evaluation of Independent Directors,Board, Committees and other individual Directors, a process of evaluation was followed by the Board forits own performance and that of its Committees and individual Directors.

Every new Independent Director of the Company attends a familiarisation programme. The details ofprogrammes for familiarisation of Independent Directors with the Company, their roles, rights,responsibilities in the Company, nature of the industry in which the Company operates, business model ofthe Company and related matters are put up on the website of the Company at the link:http://www.parabinfraltd.com

The following policies of the Company are attached herewith marked as Annexure IIIA and Annexure IIIB:a) Policy for selection of Directors and determining Directors independence; and b) Remuneration Policyfor Directors, Key Managerial Personnel and other employees.

Currently the Board has three committees viz. the Audit Committee, the Nomination and RemunerationCommittee and Stakeholders Relationship Committee.Adetailed note on the Board and its committees isprovided under the Corporate Governance report section in this annual report. The Composition of theCommittees and compliances, as per the applicable provisions of theAct and Rules are as follows:

The Audit Committee comprises Mr.Amrit Gandhi , Mr. Shakil Ahmed and Mr. Richie Fredicson.The terms

12


of reference of the Audit Committee have been mentioned in the Corporate Governance Report. Allrecommendations made by the audit committee during the year were accepted by the Board.

The Nomination and Remuneration Committee comprises Mr.Kalu Kamble, Mr shakil Ahmed & Ms RohiniSehgal. The Nomination and Remuneration Committee has framed the Nomination and Remunerationpolicy.Acopy of the policy is appended asAnnexure 2 to the Board’s Report.

The Stakeholders’ Relationship Committee comprises Mr Jitendra Gandhi,Mr Richie Fredicson & Ms RohiniSehgal

The Company has adopted the Whistleblower mechanism for directors and employees to report concernsabout unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct andEthics. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company’swebsite at the link: http://www.parabinfraltd.com

M/s.D.J.N.S & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Companyat the 25TH Annual General Meeting held on September 24, 2014 to hold office till the conclusion of the30TH Annual General Meeting to be held in the calendar year 2020. In terms of the first proviso to Section139 of the Companies Act, 2013, the appointment of auditors shall be placed for ratification at everyAnnual General Meeting. Accordingly the appointment of M/s.D.J.N.S & Associates, CharteredAccountants, as Statutory Auditors of the Company, is placed for ratification by the shareholders. In thisregard the Company has received a certificate from the auditors that if they are re-appointed, it wouldbe in accordance with the provisions of Section 141 of the CompaniesAct, 2013.

Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call forany further comments. The Auditors’ Report does not contain any qualification, reservation or adverseremark.

The Board has appointed M/s. D.S. Momaya & Co., Practising Company Secretary, to conduct SecretarialAudit for thefinancial year 2014-15, as required under Section 204 of the Companies Act, 2013 and rulesthereunder. The Secretarial Audit Report for thefinancial year ended March 31, 2015 is annexed herewithmarked asAnnexure III to this Report.

M/s. D.S. Momaya & Co., Practising Company Secretary, the Secretarial Auditors of the Company havemade certain observations in their Secretarial Audit Report. The Board comments in respect of the sameas under:

1) The Company has not filed form MGT-10 pursuant to the provisions of Secton 93 of theCompanies Act, 2013 read with Rule 13 of the Companies (Management and Administration) Rules, 2014and some other forms were filed with the some additional fees at some instances.

Due applicability of new Companies Act, 2013 and increased burden of compliances andnon-clarity in many provisions of the Act, Company unintentionally missed out the compliances of filingof Form MGT-10 and there was inadvertent delay in filing some of the forms but after such instances the

Nomination and Remuneration Committee:

Stakeholders’Relationship Committee:

VIGILMECHANISM

AUDITORSANDAUDITORS’REPORT

StatutoryAuditors

SecretarialAuditor

Observation:

Explanation:

13


company is very cautious about the compliance of the provisions of the Act and has been regular in allcompliances within the time limit as may be prescribed in theAct.

2. The Company has not appointed a Company Secretary pursuant to the provisions of Section203 of the Companies Act, 2013 and Complaince officer as required under the SEBI guidelines and ListingAgreement.

Company being responsible Corporate, definitely desires to appoint a well-qualifiedCompany Secretary in compliance of Section 203 of the CompaniesAct, 2013 and in this context companyis trying to search Company secretary from long duration. Due to deficiency in the number of CompanySecretaries, company is not able to appoint Company Secretary pursuant to the provision of section 203of the Act. Further the Company has also taken an initiative to appoint a well-qualified CompanySecretary by approaching the Institute of Company Secretaries of India and very soon, the Company willmake suitable appointment to comply with the provisions of section 203 of theAct.

3. The Company has not submitted within prescribed time Annual report to the StockExchange as required under Clause 31 and there was a delay in filing Corporate Governance Report in aquarter under clause 49 of the ListingAgreement.

Due to increased burden of compliances the Company unintentionally missed out thecompliances of filing some reports with stock exchange on time. The penalty levied by Stock Exchangewas paid and after such instances the company is very cautious about the compliance of the ListingAgreement and has been regular in all compliances within the time limit as may be prescribed in theAct.

The particulars relating to conservation of energy, technology absorption and foreign exchange earningsand outgo, required to be furnished pursuant to Section 134(3)(m) of the Companies Act, 2013, read withRule 8(3) of the Companies (Accounts) Rules, 2014, are as under:

i. Part A and B of the Rules, pertaining to conservation of energy and technology absorption, are notapplicable to the Company.

ii. Foreign Exchange Earnings and Outgo :

Foreign Exchange Earned- Nil

Foreign Exchange Used - Nil

Extract ofAnnual Return of the Company is annexed herewith in this Report.

The Company has not paid any remuneration attracting the provisions of Section 197(12) of theCompanies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014. Hence, no information is required to be appended to this report in thisregard.

Your Directors state that no disclosure or reporting is required in respect of the following items as therewere no transactions on these items during the year under review:

1. Loans given, investment made, guarantees given and securities provided.

Observation :

Explanation:

Observation :

Explanation:

Conservation of Energy, TechnologyAbsorption and Foreign Exchange Earnings and Outgo

Extract ofAnnual Return

Particulars of Employees and related disclosures

14


2. Details relating to deposits covered under Chapter V of theAct.

3. Issue of employee stock options.

4. Issue of equity shares with differential rights as to dividend, voting or otherwise.

5. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

6. The Company does not have any holding company or any subsidiary hence neither the Managing Directornor the Whole-time Directors of the Company receive any remuneration or commission from its holdingcompany or any of its subsidiaries.

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

8. There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal)Act, 2013.

9. There were no cases of frauds that has to be reported to theAudit Committee.

The Board of Directors wishes to place on record their appreciation for the continued support andcooperation extended by Banks, customers, suppliers, financial institution, government authorities andother stakeholders & investors. Your Directors would also like to take this opportunity to express theirappreciation for the dedicated efforts of the employees of the Company.

ACKNOWLEDGEMENT :


For PARAB INFRALIMITED

sd/-

Amrit Gandhi

DIN : 02870947

Managing Director

15


Annexure I to Directors’ Report

Policy for selection of Directors and determining Directors’ Independence

Terms and conditions of appointment of Independent Directors

1. Period ofAppointment: 5 (Five) Years

2. Role and functions:

3.

• Subject to Members’ approval at the Annual General Meeting of the Company, the term ofappointment of Independent Directors of the Company is for a period of 5 consecutive from the dateof their being appointed or designated as such on the Board of the Company.

• Independent Directors will be eligible to be re-appointed for a further period of 5 consecutive years,after the completion of their tenure of first 5 years, subject to Board approval, and the passing of aSpecial Resolution by Shareholders.

• The re-appointment of Independent Director shall be on the basis of report of performanceevaluation.

The role and functions of Independent Directors in the Board shall comprise of the following:

• To help in bringing an independent judgment to bear on the Board’s deliberations especially on issuesof strategy, performance, risk management, resources, key appointments and standards ofconduct;

• To bring an objective view in the evaluation of the performance of board and management;

• To scrutinize the performance of management in meeting agreed goals and objectives and monitorthe reporting of performance;

• To satisfy him/her on the integrity of financial information and that financial controls and thesystems of risk management are robust and defensible;

• To safeguard the interests of all stakeholders, particularly the minority shareholders;

• To balance the conflicting interest of the stakeholders;

• To determine appropriate levels of remuneration of executive directors, key managerial personneland senior management and have a prime role in appointing and where necessary recommendremoval of executive directors, key managerial personnel and senior management;

• Moderate and arbitrate in the interest of the company as a whole, in situations of conflict betweenmanagement and shareholder’s interest.

Independent Directors shall be taking sufficient care to perform duties specified in the Code forIndependent Directors under Schedule IV of the Companies Act, 2013 and clause 49 of the listing

16


agreement (including any modification or reenactment of the same) that come with such anappointment along-with accompanying liabilities. (Copy of Schedule IV may be obtained from theCompany).

Independent Directors shall abide by the Code of Conduct as laid down by the Company or anyamendment thereof and the Code of Business Ethics as may be formulated by the Board that theCompany expects its directors and employees to follow.

Independent Directors shall follow the professional conduct as an Independent Director of theCompany as indicated below:

• Uphold ethical standards of integrity and probity;

• Exercise his/her responsibility in a bona fide manner in the interest of the Company;

• Refrain from any action that would lead to loss of independence;

• Assist the company in implementing the best corporate governance practices.

Independent Directors shall be paid fees for participating in the Board meeting/ Committee Meetingor for any other purpose whatsoever as may be decided by the Board from time to time.

Independent Directors shall be entitled to profit related commission as may be decided by the Boardfrom time to time in accordance with approval given by the members of the Company.

Other qualifications: An independent director shall possess appropriate skills, experience andknowledge in one or more fields of finance, law, management, sales, marketing, administration,research, corporate governance, technical operations or other disciplines related to the company’sbusiness.

Independent Directors shall give annual declaration as required under the provision of Section 149(7) of the CompaniesAct, 2013 and the rules made thereunder.

Independent Directors shall not serve as an Independent Director in more than 7 listed Companies orsuch increased or decreased limit as may be specified in future under clause 49 of the listingagreement. However, if Independent Directors are serving as a whole time director in any listedcompany, they shall not serve as Independent Directors in more than three listed companies.

Independent Directors shall not disclose the information acquired during his/her period ofappointment as an Independent Director which are confidential to the Company and should not bedisclosed either during his / her period of appointment or following termination (by whatevermeans) to third parties except as permitted by law and with prior approval of the Company.

The Board may prescribe any further duties and responsibilities, including as per the provisions ofthe applicable regulations.

4.

5.

6.

7.

8.

9.

10.

11.

17


Annexure II to Directors’ Report

Remuneration Policy for Directors, Key Managerial Personnel and other employees

Introduction :

The objective and purpose of this policy are :

Effective Date :

Constitution of the Nomination and Remuneration Committee :

In pursuance of the Company’s policy to consider human resources as its invaluable assets, to payequitable remuneration to all Directors, Key Managerial Personnel (KMP) and employees of theCompany and in terms of the provisions of the Companies Act, 2013 and the listing agreement asamended from time to time this policy on nomination and remuneration of Directors, Key ManagerialPersonnel and Senior Management has been formulated by the Committee and approved by theBoard of Directors.

• To lay down criteria and terms and conditions with regard to identifying persons who are qualified tobecome Directors (Executive and Non-Executive) and persons who may be appointed in SeniorManagement and Key Managerial positions and to determine their remuneration.

• To determine remuneration based on the Company’s size and financial position and trends andpractices on remuneration prevailing in peer companies, in the hotel industry.

• To carry out evaluation of the performance of Directors, as well as Key Managerial and SeniorManagement Personnel.

• To provide them reward linked directly to their effort, performance, dedication and achievementrelating to the Company’s operations.

• To retain, motivate and promote talent and to ensure long term sustainability of talented managerialpersons and create competitive advantage. In the context of the aforesaid criteria the followingpolicy has been formulated by the Nomination and Remuneration Committee and adopted by theBoard of Directors at its meeting held onAugust 14, 2014.

This policy shall be effective fromAugust 14, 2014

The Board has changed the nomenclature of existing Remuneration Committee by renaming it asNomination and Remuneration Committee on August 14, 2014. The Nomination and RemunerationCommittee comprises of following Directors:

18


Name of the Director

Ms.Rohini Sehgal

Mr. Kalu Kamble

Mr.Shakil Ahmed Gulam Bilali

Sr.No. Designation

1

2

3

Chairman

Member

Member

The Board has the power to reconstitute the Committee consistent with the Company’s policy andapplicable statutory requirement.

• Board means Board of Directors of the Company.

• Directors means Directors of the Company.

• Committee means Nomination and Remuneration Committee of the Company as constituted orreconstituted by the Board.

• Company means Parab Infra Limtied.

• Independent Director means a director referred to in Section 149 (6) of the CompaniesAct, 2013.

• Key Managerial Personnel (KMP) means-

(i) Executive Chairman and / or Managing Director

(ii) Whole-time Director

(iii) Chief Financial Officer

(iv) Company Secretary

(v) Such other officer as may be prescribed under the applicable statutory provisions / regulations.

• Senior Management means personnel of the Company occupying the position of Chief ExecutiveOfficer (CEO) of any unit / division or Vice President of any unit / division of the Company. Unless thecontext otherwise requires, words and expressions used in this policy and not defined herein butdefined in the Companies Act, 2013 as may be amended from time to time shall have the meaningrespectively assigned to them therein.

• Directors (Executive and Non Executive)

• Key Managerial Personnel

• Senior Management Personnel

• This Policy is divided in three parts: Part –Acovers the matters to be dealt with and recommended bythe Committee to the Board, Part – B covers the appointment and nomination and Part – C coversremuneration and perquisites etc.

• The key features of this Company’s policy shall be included in the Board’s Report.

Definitions

Applicability :

The Policy is applicable to the following :

General

19


PART –A

MATTERS TO BE DEALT WITH, PERUSED AND RECOMMENDED TO THE BOARD BY THE NOMINATION

AND REMUNERATION COMMITTEE

The Committee shall:

PART – B

Appointment criteria and qualifications:

Term / Tenure :

1. Managing Director/Whole-time Director:

2. Independent Director:

• Formulate the criteria for determining qualifications, positive attributes and independence of adirector.

• Identify persons who are qualified to become Director and persons who may be appointed in KeyManagerial and Senior Management positions in accordance with the criteria laid down in this policy.

• Recommend to the Board, appointment and removal of Director, KMP and Senior ManagementPersonnel.

POLICY FORAPPOINTMENTAND REMOVALOF DIRECTOR, KMPAND SENIOR MANAGEMENT

1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience ofthe person for appointment as Director, KMP or at Senior Management level and recommend to theBoard his / her appointment.

2. A person should possess adequate qualification, expertise and experience for the position he /she isconsidered for appointment. The Committee has discretion to decide whether qualification,expertise and experience possessed by a person is sufficient / satisfactory for the concernedposition.

3. The Company shall not appoint or continue the employment of any person as Whole time Directorwho has attained the age of seventy years. Provided that the term of the person holding this positionmay be extended beyond the age of seventy years with the approval of shareholders by passing aspecial resolution based on the explanatory statement annexed to the notice for such motionindicating the justification for extension of appointment beyond seventy years.

- The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Directoror Executive Director for a term not exceeding five years at a time. No re-appointment shall be madeearlier than one year before the expiry of term.

-An Independent Director shall hold office for a term up to five consecutive years on the Board of theCompany and will be eligible for re-appointment on passing of a special resolution by the Companyand disclosure of such appointment in the Board's report.

20


- No Independent Director shall hold office for more than two consecutive terms, but suchIndependent Director shall be eligible for appointment after expiry of three years of ceasing tobecome an Independent Director. Provided that an Independent Director shall not, during the saidperiod of three years, be appointed in or be associated with the Company in any other capacity,either directly or indirectly. However, if a person who has already served as an Independent Directorfor 5 years or more in the Company as on 1st October, 2014 or such other date as may be determinedby the Committee as per regulatory requirement, he / she shall be eligible for appointment for onemore term of 5 years only.

- At the time of appointment of Independent Director it should be ensured that number of Boards onwhich such Independent Director serves is restricted to seven listed companies as an IndependentDirector and three listed companies as an Independent Director in case such person is serving as aWhole-time Director of a listed company.

The Committee shall carry out evaluation of performance of every Director, KMP and SeniorManagement Personnel at regular interval (yearly).

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules madethereunder or under any other applicable Act, rules and regulations, the Committee mayrecommend, to the Board with reasons recorded in writing, removal of a Director, KMP or SeniorManagement Personnel subject to the provisions and compliance of the said Act, rules andregulations.

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions ofthe CompaniesAct, 2013 and the prevailing policy of the Company. The Board will have the discretionto retain the Director, KMP, Senior Management Personnel in the same position / remuneration orotherwise even after attaining the retirement age, for the benefit of the Company.

•

1. The remuneration / compensation / commission etc. to the Whole-time Director, KMP and SeniorManagement Personnel will be determined by the Committee and recommended to the Board forapproval. The remuneration / compensation / commission etc. shall be subject to the prior/postapproval of the shareholders of the Company and Central Government, wherever required.

2. Increments to the existing remuneration / compensation structure may be recommended by theCommittee to the Board which should be within the slabs approved by the Shareholders in the case ofWhole-time Director. Increments will be effective from 1st October in respect of a Whole-timeDirector and 1stApril in respect of other employees of the Company.

3. Evaluation:

4. Removal:

5. Retirement:

PART – C

POLICY RELATING TO THE REMUNERATION FOR THE WHOLE-TIME DIRECTOR, KMP AND SENIOR

MANAGEMENT PERSONNEL:

General :

21


3. Where any insurance is taken by the Company on behalf of its Whole-time Director, Chief ExecutiveOfficer, Chief Financial Officer, the Company Secretary and any other employees for indemnifyingthem against any liability, the premium paid on such insurance shall not be treated as part of theremuneration payable to any such personnel. Provided that if such person is proved to be guilty, thepremium paid on such insurance shall be treated as part of the remuneration.

Remuneration to Whole-time / Executive / Managing Director, KMP and Senior ManagementPersonnel:

The Whole-time Director / KMP and Senior Management Personnel shall be eligible for a monthlyremuneration as may be approved by the Board on the recommendation of the Committee.

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shallpay remuneration to its Whole-time Director in accordance with the provisions of Schedule V of theCompanies Act, 2013 and if it is not able to comply with such provisions, with the previous approvalof the Central Government.

If any Whole-time Director draws or receives, directly or indirectly by way of remuneration any suchsums in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanctionof the Central Government, where required, he / she shall refund such sums to the Company anduntil such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery ofsuch sum refundable to it unless permitted by the Central Government.

The remuneration / commission shall be fixed as per the slabs and conditions mentioned in theArticles ofAssociation of the Company and the CompaniesAct, 2013 and the rules made thereunder.

The Non- Executive / Independent Director may receive remuneration by way of fees for attendingmeetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed Rs.One lakh per meeting of the Board or Committee or such amount as may be prescribed by the CentralGovernment from time to time.

Commission may be paid within the monetary limit approved by shareholders, subject to the limitnot exceeding 1% of the profits of the Company computed as per the applicable provisions of theCompaniesAct, 2013.

1. Fixed pay:

2. Minimum Remuneration:

3. Provisions for excess remuneration:

Remuneration to Non- Executive / Independent Director:

1. Remuneration / Commission:

2. Sitting Fees:

3. Commission:

22


4. Stock Options:

5. Approval of the Remuneration Policy

An Independent Director shall not be entitled to any stock option of the Company.

This Remuneration Policy shall apply to all future employment agreements with members ofCompany's Senior Management including Key Managerial Person and Board of Directors.

The Remuneration Policy is binding for the Board of Directors including its provisions on stockoptions. In other respects, the Remuneration Policy shall be of guidance for the Board.Any departurefrom the policy shall be recorded and reasoned in the Board's minutes.

23


Annexure III to Directors’ Report

SecretarialAudit Report

To,

The Members

Parab Infra Limited

For the Financial year ended March 31, 2015

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

M 101, 1st Floor, Shweta Park Co-op Hsg Society,

Road No. 2, Daulat Nagar, Borivali (East), Mumbai - 400066

We have conducted the secretarial audit of the compliance of applicable statutory provisions andthe adherence to good corporate practices by Parab Infra Limited (hereinafter called the Company).Secretarial Audit was conducted in accordance with the Guidance Note issued by the Institute ofCompany Secretaries of India (A statutory body constituted under the Company Secretaries Act,1980) and in a manner that provided us a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing our opinion thereon.

We believe that audit evidence and information obtained from the Company’s management isadequate and appropriate for us to provide a basis for our opinion. Based on our verification of theCompany’s books, papers, minute books, forms and returns filed and other records maintained bythe company and read with the Statutory Auditors’ Report on Financial Statements and Complianceof the conditions of Corporate Governance and also the information provided by the Company, itsofficers; agents and authorised representatives during the conduct of secretarial audit, we herebyreport that in our opinion and to the best of our information, knowledge and belief and according tothe explanations given to us, the company has, during the audit period covering the financial yearended on March 31, 2015 generally complied with the applicable statutory provisions listedhereunder and also that the Company has proper Board-processes and compliance mechanism inplace to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other recordsmaintained by Parab Infra Limited (“The Company”) for the financial year ended on March 31, 2015according to the provisions of:

1. The CompaniesAct, 2013 (theAct) and the Rules made thereunder;

2. The Securities Contracts (Regulation)Act, 1956 (‘SCRA’) and the Rules made thereunder;

3. The DepositoriesAct, 1996 and the Regulations and Bye-laws framed thereunder;

4. Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to theextent of Foreign Direct Investment, Overseas Direct Investment and External CommercialBorrowings - (NotApplicable to the Company during theAudit Period);

5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board ofIndiaAct, 1992 (‘SEBIAct’) to the extent applicable to the Company:

24


a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)Regulations, 2009 - (NotApplicable to the Company during theAudit Period);

d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee StockPurchase Scheme) Guidelines, 1999 - (NotApplicable to the Company during theAudit Period);

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 -(NotApplicable to the Company during theAudit Period);

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)Regulations, 1993 regarding the Companies Act and dealing with client - (Not Applicable to theCompany during theAudit Period);

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 - (NotApplicable to the Company during theAudit Period);

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 ¬ (NotApplicable to the Company during theAudit Period);.

1. Housing BoardAct, 1965

2. Transfer of PropertyAct, 1882

3. Building and Other Construction Workers’ (Regulation of Employment and Conditions of Services)Act, 1996

1. Secretarial Standards issued by The Institute of Company Secretaries of India. – Not applicable forthe period under review.

2. The ListingAgreement entered into by the Company with BSE Limited.

During the period under review the Company has generally complied with the provisions of the Act, Rules,Regulations, Guidelines, Standards, Listing Agreement etc as mentioned above subject to the followingobservations:

1. The Company has not filed form MGT-10 pursuant to the provisions of Secton 93 of the CompaniesAct, 2013 read with Rule 13 of the Companies (Management and Administration) Rules, 2014 andsome other forms were filed with the some additional fees at some instances.

2. The Company has not appointed a Company Secretary pursuant to the provisions of Section 203 of theCompanies Act, 2013 and Complaince officer as required under the SEBI guidelines and ListingAgreement.

The list of laws and regulations specifically applicable to the Company are given below:

We have also examined compliance with the applicable clauses of the following:

25


3. The Company has not submitted within prescribed time Annual report to the Stock Exchange asrequired under Clause 31 and there was a delay in filing Corporate Governance Report in a quarterunder clause 49 of the ListingAgreement.

1. The Board of Directors of the Company is duly constituted with proper balance of ExecutiveDirectors, Non-Executive Directors and Independent Directors and the changes in the composition ofthe Board of Directors that took place during the period under review were all carried out incompliance with the provisions of theAct.

2. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed noteson agenda were sent at least seven days in advance, and a system exists for seeking and obtainingfurther information and clarifications on the agenda items before the meeting and for meaningfulparticipation at the meeting.

3. Majority decision is carried through while the dissenting members’ views are captured and recordedas part of the minutes.

4. The Company has obtained all necessary approvals under the various provisions of theAct;

5. There was no prosecution initiated and no fines or penalties were imposed during the year underreview under theAct, SEBIAct, SCRA, DepositoriesAct, ListingAgreement and Rules, Regulations andGuidelines framed under these Acts against / on the Company, its Directors and Officers except apenalty as levied by the Bombay Stock Exchange for non submission of annual report on time whichwas duly paid and further all the stock exchange submissions were made on time.

6. There are adequate systems and processes in the company commensurate with the size andoperations of the Company to monitor and ensure compliance with applicable laws, rules,regulations and guidelines.

We further report that during the audit period, the Company has passed Special resolution to adoptnew set of Articles of Association of the Company pursuant to the Companies Act, 2013 read with therules framed thereunder.

We further report that:

Date : 12thAugust, 2015 For D. S. Momaya & Co

Place : Mumbai Company Secretaries

Divya Momaya

Proprietor

FCS : F7195

CP No: 7885

26


MANAGEMENT DISCUSSION AND ANALYSIS REPORT

1. OVERVIEW :

2. INDUSTRY :

3. FINANCIALPERFORMANCE :

OPPORTUNITIESAND THREATS :

OPPORTUNITIES :

THREATS :

The Company is an advancing infrastructure Company in Mumbai Metropolitan Range with currentcurrent focus on residential and office space development. The our primary focus is to continuallystrenghthen our position to be a premium developer maintaining a reputation for quality and innovationour strong focus is on bringing the best to Indian real estate by having a dedicated ‘innovation’ cell withthe mandate of finding and implementing customer-focused innovation across the organization andforming best in class partnerships and alliances. Our strategy is four primarily in MMR

Infrastructure development in India has been going through a very difficult phase over the last threeyears. While the Government of India’s planning process clearly laid down the requirement for massivedevelopment in physical infrastructure to sustain economic growth, this has not translated to on-groundimplementation. The slippages have been significant with the nodal agencies and departmentsresponsible for developing the various infrastructure projects - be these in national and state highways,thermal, hydro, gas-based or nuclear power, ports or key urban facilities — projects have gone throughsustained indecision and policy paralysis. Consequently, players in the construction space, especiallythose in business of building large infrastructure for the state and central governments, have had to facesevere financial, operational and regulatory challenges, such as very tight liquidity conditions, seriousstress on cash flows, problems in land acquisition.

Inspite of reduction in sales our company managed to increase its net profit ratio by 20% as compared tolast year.This was mainly due to prudent investment decisions made to deploy unutilised funds thustaking benefit of time value of money..Apart from this the credit goes to employees of the company whoat each and every move use cost effective methods thus saving on expenditure proving penny saved ispenny earned.At present our focus is to strengthen our balance sheet and create a long term shareholdervalue.

The Indian real estate sector is among the fastest growing markets in the world. The key factorsresponsible for such strong growth in Indian real estate sector are favourable demographics, rapidurbanisation and constantly rising purchasing power of people. Availability of customer friendly housingfinance institutions and banks, along with favourable reforms launched by the government in order toattract foreign investment, are also major drivers of growth in real estate sector. Currently, theinvestment trend in Indian real estate sector is marked by significant contributions from Non ResidentIndians (NRIs). Further, demand for space from sectors such as education and healthcare has opened upample opportunities in the real estate sector. As a parallel development, besides FDI, real estate fundsare expected to pump money into the real estate sector. Proposed law to reform the unregulatedconstruction industry, enables the future deals more obvious and transparent, in turn it attracts greatdeal of capital, particularly from the upper and middle income categories.

Real estate sector has not yet been given ‘industry’ status, despite its size and backward & forwardlinkages. Limited institutional funding options are available for real estate projects. Volatility in

27


availability of labour is adversely impacting meeting of time schedules. Rising input cost impacts finalprices and could subdue demand. Changes in lending policies by the banking sector could increase thecost of borrowing.

The Company has adequate system of strong internal controls for business processes, with regard tooperations, financial reporting, compliance with applicable laws and regulations, etc. Regular internalaudits ensure that responsibilities are executed effectively. The Audit Committee of the Board ofDirectors actively reviews the adequacy and effectiveness of internal control systems and suggestsimprovement for strengthening the existing control system in view of the changing business needs fromtime to time. The company has also appointed Internal Auditors pursuant to the provisions of CompaniesAct, 2013.

The report contains forward-looking statements, identified by words like ‘plans’, ‘expects’, will’,anticipates’, ‘believes’, ‘intends’, projects’, ‘estimates’ and so on. All statements that addressexpectations or projections about the future, but not limited to the Company’s strategy for growth.Product development, market position, expenditures, and financial results, are forward-lookingstatements. Since these are based on certain assumptions and expectations of future events, theCompany cannot guarantee that these are accurate or will be realized. The Company’s actual results,performance or achievements could thus differ from those projected in any forward-looking Statements.The Company assumes no responsibility to publicly amend, modify revise any such statements on thebasis of subsequent developments, information or events.

4. INTERNALCONTROLS :

5. FORWARD-LOOKING STATEMENT :




sd/-

Amrit Gandhi

DIN : 02870947

Managing Director

28


REPORT ON CORPORATE GOVERNANCE

In accordance with Clause 49 of the Listing Agreement with Bombay Stock Exchange (BSE) the reportcontaining th details of the Corporate Governance systems and processes at Parab Infra Limited is asfollows:

Corporate Governance is an ethically driven business process that is committed to values aimed atenhancing the organisation’s brand and reputation. Corporate Governance is all about maintaining avaluable relationship and trust with all stakeholders. Our Corporate Governance is a reflection of ourculture, our policies, our relationship with stakeholders and our commitment to values. Accordingly wealways seek to ensure that our performance is driven by integrity.

Corporate Governance is the mechanism by which the values, principles, policies and procedures of acorporation are inculcated and manifested. The essence of Corporate Governance lies in promoting andmaintaining integrity, transparency and accountability in the organization, commitment to values andethical business conduct. Accordingly, timely and adequate disclosure of information regarding thefinancial situation, performance, ownership and governance of the company is an important part of thecorporate governance.

Company’s philosophy on corporate governance envisages the attainment of highest level of transparency,accountability and equity, in all facets of its operations, and in all its interactions with its stakeholders,including shareholders, employees, the government and the lenders. Your company believes that for acompany to be successful it must maintain global standards of corporate conduct towards its stakeholders.The company also appreciate that it is rewarding to be better managed and governed and to identify itsactivities with national interest. The company’s philosophy on the code of corporate governance is toensure that adequate control systems exist to enable the Board to effectively discharge its responsibilitiestowards the stakeholders.

The company has been striving for excellence through adoption of best governance and disclosurepractices over the last few years. The company has been making proper disclosures on the Boardcomposition and functioning, management thoughts on the business performance and outlook as well asthe significant risks and protective measures taken by the company. But this is not the end; the company iscommitted to adhere with the best Corporate Governance Practices with continuous advancement in thisarea.

The Company’s policy is to have an appropriate mix of executive and independent directors to maintainthe independence of the Board and separate its functions of governance and management.

As on March 31, 2015, the Board consists of 6 members, out of which 3 are executive or whole timedirectors and 3 are non-executive independent directors. The Company has an Executive Chairman, andthus, 50% of the total number of Directors is Independent. The company also has woman Director on theBoard. The management of the Company is headed by the Chairman & Managing Director who operatesunder the supervision and control of the Board. The Board reviews and approves strategy and oversees the

COMPANY’S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE

BOARD OF DIRECTORS

Board Composition and category of Directors

29


actions and results of management to ensure that the long-term objectives of enhancing stakeholder valueare met. The composition of the Board is in conformity with Clause 49 of the Listing Agreement, with thestock exchange.

Considering the requirement of skill sets on the Board, eminent people having an independent standing intheir respective field/profession, and who can effectively contribute to the Company’s business and policydecisions are considered by the Nomination and Remuneration Committee,for appointment, asIndependent Directors on the Board. The Committee, inter alia, considers qualification, positiveattributes, area of expertise and number of Directorships and Memberships held in various committees ofother companies by such persons in accordance with the Company’s Policy for Selection of Directors anddetermining Directors’ independence. The Board considers the Committee’s recommendation, and takesappropriate decision.

Every Independent Director, at the first meeting of the Board in which he participates as a Director andthereafter at the first meeting of the Board in every financial year, gives a declaration that he meets thecriteria of independence as provided under law.

The Board members are provided with necessary documents/brochures, reports and internal policies toenable them to familiarise with the Company’s procedures and practices. Periodic presentations are madeat the Board and Board Committee Meetings, on business and performance updates of the Company, globalbusiness environment, business strategy and risks involved. Quarterly updates on relevant statutory

The composition of the Board and category of Directors are as follows :

Number of other Companies or Committees the Director is a Director / Member / Chairman of :

Familiarisation programmes for Board Members

30


DIN NAME DESIGNATION



Kalu Shankar Kamble




Chairman & CFO

Managing Director

Whole-time Director




06441725

02870947

01834130

06790655

06964594

06964612

Name ofDirectors



Kalu Shankar Kamble




4

5

3

4

5

4

No. ofBoard

MeetingsAttended

Attendanceat last

Annual GeneralMeeting

Number of othersCompanies in whichDirector / Chairman

Yes

Yes

Yes

Yes

Yes

Yes

Nil

Nil

Nil

Nil

2

Nil

Number of othersCommittee inwhich Member

1

1

1

2

2

2

changes and landmark judicial pronouncements encompassing important laws are regularly circulated tothe Directors. The details of such familiarization programmesfor Independent Directors are posted on thewebsite of the Company and can be accessed at http://www.parabinfraltd.com

The Company’s Independent Directors meet at least once in every financial year without the presence ofExecutive Directors or management personnel. Such meetings are conducted informally to enableIndependent Directors todiscuss matters pertaining to the Company’s affairs. One meeting of IndependentDirectors was held during the year.

The Company has in place a comprehensive Code of Conduct (the Code) applicable to all the employeesand Non-executive Directors including Independent Directors.The Code is applicable to Non-executiveDirectors including Independent Directors to such extent as maybe applicable to them depending on theirroles and responsibilities. The Code gives guidance and support needed for ethical conduct of business andcompliance of law. The Code reflects the values of the Company. A copy of the Code has been put on theCompany’s website (http://www.Parabinfraltd.com). The Code has been circulated to Directors andManagement Personnel, and its complianceis affirmed by them annually. A declaration signed by theCompany’s Chairman and Managing Director is published in this Report.

The Board meetings are held at least once in every quarter. The dates of the Board Meetings are fixed wellin advance and intimated to the Board members so as to enable the directors to plan their scheduleaccordingly. Additional Board Meetings are convened by giving appropriate notice to address theCompany’s specific needs.

The agenda items are comprehensive and informative in nature to facilitate deliberations and include thefollowing:

a) Annual Operating Plans

b) Quarterly andAnnual financial results

c) Change in constitution of various committees

d) Monitoring and noting business transacted by various committees by taking on record minutes ovarious committees

e) New projects and expansion plans

f) General notices of interest of Directors and various disclosure from Directors

g) Laying down policies for Code of Conduct and Prevention of Insider Trading and its implementation

h) Deciding managerial remuneration

i) Litigation matters

Five Board Meetings were held during the year.The maximum time gap between any two consecutivemeetings did not exceed four months.

Meetings of Independent Directors

Code of Conduct

Board Meetings

Number of Board Meeting held and the dates on which held :

31


The Company sends a detailed agenda folder to each Director sufficiently before Board and Committeemeetings. To enable the Board to discharge its responsibilities effectively, the Managing Director apprisesthe Board at every meeting on the overall performance of the Company, followed by the detailedpresentation.

A detailed functional report is also placed at Board Meetings. The Board provides the overall strategicdirection and periodically reviews strategy and business plans, annual operating and capital expenditurebudgets and oversees the actions and results of the management to ensure that the long term objectives ofenhancing shareholders’ value are met. The Board also, interalia, considers and reviews investment andexposure limits, adoption of quarterly / half-yearly / annual results, transactions pertaining to purchase /disposal of property, major accounting provisions and write-offs, minutes of meetings of the Audit andother Committees of the Board.

The success of the organization in achieving good performance and good governing practice depends on itsability to attract and retain individuals with requisite knowledge and excellence as Executive and Non-Executive Directors. With this objective, the Board, Remuneration/Compensation Committee decides onthe remuneration to be paid to the Non-Executive Directors. While deciding on the remuneration to theDirectors, the Board and Remuneration / Compensation Committee considers the performance of theCompany, the current trends in the industry, the qualifications of the appointee, his experience, level ofresponsibility, past performance and other relevant factors.

The details of Board meetings are given below:

Attendance of Directors at Board Meetings is as follows:

Information supplied to the Board

Remuneration Policy

32


Board Strength

6

6

6

6

6

Date No.of Director Present

May 30 2014

August 14, 2014

November 13, 2014

February 9, 2015

March 30, 2015

5

4

6

4

6

Name of Directors

Mr.Jitendra L Gandhi

Mr.Amrit Laxmichand Gandhi

Mr.Kalu Shankar Kamble

Mr.Shakil Ahmed Gulam Bilali



4

5

3

4

5

4

No. of MeetingsPresents in 2014-15

Code of Conduct

Managing Directors Certification

Prohibition of Insider Trading Policy

COMMITTEES OF THE BOARD

(I) AUDIT COMMITTEE :

Composition, names of members and Chairperson

The Company has laid down a “Code of Conduct” for the members of the Board of Directors and the SeniorManagement. Annual affirmation of compliance with the Code has been made by the directors and seniormanagement of the Company.Adeclaration to this effect signed by the CEO is given in this report.

As required under Clause 49 V of the ListingAgreement with the Stock Exchanges, Managing Director of theCompany has certified to the Board regarding the Financial Statements for the financial year ended March31, 2015.

The Company has formulated and implemented the Code of Conduct for Prevention of Insider Trading tocomply with relevant regulations laid down by SEBI.

Your Company has three major Board level Committees –

• Audit Committee;

• Nomination and remuneration Committee

• Stakeholders’Relationship Committee;

All decisions pertaining to the constitution of the Committees, appointment of members and fixing ofterms of reference for the Committee is taken by the Board of Directors. Details on the role andcomposition of these Committees, including the number of meetings held during the financial year and theattendance of the members at these meetings, are provided below:

A qualified and independent audit committee has been set up by the Board in compliance with therequirements of Clause 49 of the Listing Agreement with Stock Exchanges read with Section 177 of theCompaniesAct, 2013.

As on March 31, 2015, there are three members in the Audit Committee out of three member two directorsare Non-executive Independent Directors.All the members ofAudit Committee are financially literate andone member has accounting and related financial management expertise. The Audit Committee of theCompany consists of two directors with independent directors forming a majority:

The Chairman of the Audit Committee was present at the last Annual General Meeting held on September24, 2014.

33



Mr Amrit Laxmichand Gandhi

Mr Shakil Ahmed Gulam Bilali


Sr.No. Category

1

2

3

Executive Director

Independent

Independent

Designation

Chairman

Member

Member

• Terms of Reference :

• The role of theAudit Committee shall include the following:

Terms of reference specified by the Board which are, as follows:

1. Review and monitor the auditor’s independence and performance, and effectiveness of audit process;

2. Examination of the financial statement and the auditors’ report thereon;

3. Approval or any subsequent modification of transactions of the company with related parties;

4. Scrutiny of inter-corporate loans and investments;

5. The recommendation for appointment, remuneration and terms of appointment of auditors of thecompany;

6. Valuation of undertakings or assets of the company, wherever it is necessary;

7. Evaluation of internal financial controls and risk management systems;

8. Monitoring the end use of funds raised through public offers and related matters

9. To carry out any other function as is mandated by the Board from time to time and/or enforced by anystatutory notification, amendment or modification, as may be applicable.

10. To perform such other functions as may be necessary or appropriate for the performance of its duties.

1. Oversight of the company’s financial reporting process and the disclosure of its financial information toensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditor's report thereon beforesubmission to the board for approval, with particular reference to:

• Matters required to be included in the Director’s Responsibility Statement to be included in the Board’sreport in terms of clause (c) of sub-section 3 of section 134 of the CompaniesAct, 2013

• Changes, if any, in accounting policies and practices and reasons for the same

• Compliance with listing and other legal requirements relating to financial statements

• Disclosure of any related party transactions

• Qualifications in the draft audit report

• Major accounting entries involving estimates based on the exercise of judgment by management

• Significant adjustments made in the financial statements arising out of audit findings

5. Reviewing, with the management, the quarterly financial statements before submission to the board forapproval;

6. Monitoring and reviewing, with the management, the statement of uses / application of funds raisedthrough an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized forpurposes other than those stated in the offer document / prospectus / notice and the report submitted bythe monitoring agency monitoring the utilization of proceeds of a public or rights issue, and makingappropriate recommendations to the Board to take up steps in this matter;

7. Reviewing and monitoring the auditor’s independence and performance, and effectiveness of auditprocess;

34


8. Approval or any subsequent modification of transactions of the company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of theinternal control systems;

13. Formulating scope, functioning, peridiocity and methodology for conducting the internal audit.

14. Reviewing the adequacy of internal audit function, if any, including the structure of the internal auditdepartment, staffing and seniority of the official heading the department, reporting structure coverageand frequency of internal audit

15. Discussion with internal auditors of any significant findings and follow up there on;

16. Reviewing the findings of any internal investigations by the internal auditors into matters where there issuspected fraud or irregularity or a failure of internal control systems of a material nature and reportingthe matter to the board;

17. Discussion with statutory auditors before the audit commences, about the nature and scope of audit aswell as post-audit discussion to ascertain any area of concern;

18. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,shareholders (in case of non-payment of declared dividends) and creditors;

19. To review the functioning of the Vigil Mechanism and Whistle Blower mechanism;

20. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading thefinance function or discharging that function) after assessing the qualifications, experience andbackground, etc. of the candidate.

21. Carrying out any other function as is mentioned in the terms of reference of theAudit Committee.

22. Reviewing financial statements, in particular the investments made by the Company’s unlistedsubsidiaries

23. Reviewing the following information:

i) The Management Discussion andAnalysis of financial condition and results of operations;

ii) Statement of significant related party transactions (as defined by the Audit Committee), submitted bymanagement;

iii) Management letters/letters of internal control weaknesses issued by the statutory auditors;

iv) Internal audit reports relating to internal control weaknesses; and

v) Reviewing the appointment, removal and terms of remuneration of the Chief internal auditor / internalauditor(s).

35


Meetings

(II) Nomination and Remuneration Committee

• Composition, names of members and Chairperson

During the year 4 Audit Committee meetings held on May 30, 2014, , November 13, 2014, February 9, 2015and March 30, 2015.

The Committee Meetings are attended by the Managing Director, Executive Directors.

As per the provisions of Section 178 of the Companes Act, 2013 and the revised Clause 49 of the ListingAgreement, the Nomination and Remuneration Committee of Directors has been constituted. ThisCommittee as per new Act shall comprise of three or more non-executive directors and out of which notless than one half shall be Independent Directors.

As on March 31, 2015, there are three members in the Nomination and Remuneration Committee.

• Terms of Reference:

• Number of Remuneration Committee Meetings held and the dates :

1. To determine on behalf of the Board and on behalf of the shareholders, the Company’s policy on specificremuneration packages for Executive Directors.

2. To review the performance of the Managing Director and the Whole-time Directors, after considering theCompany’s performance.

3. To recommend to the Board remuneration including salary, perquisites and commission to be paid to theCompany’s Managing Director and Whole-time Directors.

4. To finalize the perquisites package of the Managing Director and Whole-time Directors within the overallceiling fixed by the Board.

5. To formulate the criteria for determining qualifications, positive attributes and independence of adirector and recommend to the Board a policy, relating to the remuneration of the directors, keymanagerial personnel and other employees;

6. To formulate criteria for evaluation of Independent Directors and the Board;

7. To devise a policy on Board diversity;

8. To identify persons who are qualified to become directors and who may be appointed in seniormanagement in accordance with the criteria laid down, and recommend to the Board their appointmentand removal. The company shall disclose the remuneration policy and the evaluation criteria in its AnnualReport.

The Remuneration Committee meeting was held on May 30th , 2014 & on 30 th March 2015 during the year2014-15.

36



Ms Rohini Girish Sehgal

Mr Shakil Ahmed Gulam Bilali

Mr Kalu Kamble

Sr.No. Category

1

2

3

Independent

Independent

Executive

Designation

Chairman

Member

Member

• Details of Remuneration paid during the year

Apart from the above, no other remuneration is paid to the Non-Executive/ Independent Directors.

(III) Stakeholders Relationship Committee

Terms of Reference :

Meeting Details

As per the provisions of Section 178 of the CompaniesAct, 2013 and the Clause 49 of the ListingAgreement,the Shareholders’ Grievance committee was renamed as the Stakeholders’ Relationship Committee. Thescope of Stakeholders Relationship committee is to review and address the grievances of the shareholdersin respect of share transfers, transmission, and issuance of duplicate share certificates, dematerializationand dematerialization of shares and other shares related activities from time to time.All applications fortransfer/ transmission are initially verified and passed by M/s. Skyline Financial Services Private Limitedwho is Registrar and Share Transfer (R&T) Agents of the Company’s shares and thereafter the statement ofsuch transfers etc. is duly considered and approved by the Committee.

The Stakeholders Relationship Committee consists of following Three Directors :

1. Oversee and review all matters connected with the transfer of the Company’s securities approve issue ofthe Company’s duplicate share /debenture certificates.

2. Consider, resolve and monitor redressal of investors’/ shareholders’ / security holders’ grievances relatedto transfer of securities, non-receipt ofAnnual Report, non-receipt of declared dividend etc.

3. Oversee the performance of the Company’s Registrars and TransferAgents.

4. Recommend methods to upgrade the standard of services to investors.

5. Monitor implementation and compliance with the Company’s Code of Conduct for Prohibition of InsiderTrading.

6. Carry out any other function as is referred by the Board from time to time and / or enforced by anystatutory notification / amendment or modification as may be applicable Perform such other functions asmay be necessary or appropriate for the performance of its duties.

Four meetings of the SR Committee were held during the year. Dates of the meeting are August 14, 2014,November 13, 2014 and March 30, 2015.

37



Mr. Jitendra Gandhi

Mr. Richie Fredicson

Ms. Rohini Sehgal

Sr.No. Category

1

2

3

CFO

Independent

Independent

Designation

Chairman

Member

Member


Mr. Amrit L Gandhi

Mr. Jitendra L Gandhi

Mr. Kalu S Kamble

Sr.No. Designation

1

2

3

Managing Director

CFO

Director

Salary

1,20,000

72,000

72,000

Compliance Officer

Prohibition of Insider Trading

Investor Grievance Redressal

DISCLOSURES:

(c) Disclosure ofAccounting Treatment

(d) Proceeds from Public Issue/ Preferential Issue

(e) Management Discussion andAnalysis Report

Mr. Amrit Gandhi is the Compliance Officer for complying with the requirements of SEBI Regulations, andthe ListingAgreement with the Stock Exchanges in India. Her correspondence and other contact details areas follows:

Name and Designation of Compliance Officer : Mr.Amrit Gandhi

FLT No. B/35, 3rd Floor, MahavirApt.,

Ratan Nagar, Dahisar (East), Mumbai - 400068.

With a view to regulate trading in securities by the directorsand designated employees, the Company hasadopted a Code of Conduct for Prohibition of Insider Trading.

The Company during the year received some investors complaints through SCORES portal (SEBI ComplaintsRedressal System) of Securities & Exchange Board of India (SEBI) at www.scores.gov.in and requisiteactions were taken by the Company in time. Details of complain received and solved during the year is asfollows:-

* During the year, the company resolved the all complaints within the time frame prescribed by theSEBI/Stock Exchanges except the disputed matters.

(a) Subsidiary Companies

The Company does not have any subsidiary as on March 31, 2015.

(b) Disclosure on Materially Significant Related Party Transactions

There were no materially significant related party transactions during the financial year 2014-15, thatmay have potential conflict with the interest of the Company at large. The details of the related partytransactions as perAccounting Standard-18 form part of Notes toAccounts.

The Company followsAccounting Standards issued by the Institute of CharteredAccountants of India and inthe preparation of financial statements, the Company has not adopted a treatment different from thatprescribed in anyAccounting Standards.

The Company has not raised any proceeds from the public issue/ preferential issue during the year underreview.

The Management Discussion andAnalysis Report has been provided asAnnexure to the Directors’Report.

38


Nature of Complaints

Relating to Transfer, Transmission etc.

Received

3

Resolved

1

Pending

2

(f) Profile of Directors SeekingAppointment / Re-appointment

(g) Details of Non-compliance with regard to Capital Market

(h) Details of Compliance with Mandatory Requirements andAdoption of Non-mandatory Requirements of

Clause 49 of the ListingAgreement

Separate posts of Chairman and CEO :

(i) Whistle Blower Policy & Vigil Mechanism:

MEANS OF COMMUNICATION :

The profile of the directors seeking appointment / re-appointment forms part of Notice ofAGM.

With regard to the matters related to capital market, the Company has complied with all the requirementsof ListingAgreement as well as SEBI regulations. some penalties were imposed against the Company by thestock Exchanges, but no penalties or strictures passed by SEBI or any other statutory authority during thelast three years in this regard.

The company has appointed separate persons to the post of Chairman and Managing Director/CEO.

In its Endeavour to provide its Board, senior Management and employee a secure and a fearless workingenvironment, Company has established the "Whistle Blower Policy/ Vigil Mechanism.

The purpose of the policy is to create a fearless environment for the employees to report any instance ofunethical behavior, actual or suspected fraud or violation of Company’s code of conduct or ethics policy tothe Ombudsman.

The framework of the policy strives to foster responsible and secure whistle blowing. This policy should beread in conjunction with applicable regulations & existing policies and procedures of Company.

The Board of Directors of the Company approves and takes on record the un-audited/audited financialresults in the Performa prescribed by the Stock Exchange within one and half month of close ofquarter/half year and announces forthwith the results to all Stock Exchange where the shares of theCompany are listed. The results, presentations and all other official news releases are displayed at theCompany’s website: http://parabinfraltd.com/ along with the websites of the Stock Exchange:www.bseindia.com.

39


Name

Age

Qualification

Nature of Expertise

Experience

Name of the Companies in which

also holds Directorship

Name of the Companies in committees of

which also holds Membership/Chairmanship

Shareholding in the Company

Jitendra L Gandhi

40

B.Com

Civil marketing

15 Years

1. Parab Financial Consultants Pvt. Ltd.

N.A

0.74%

GENERALBODY MEETINGS

Details of the General Meeting

MEANS OF COMMUNICATION :

Results:

The date and time of General meetings of the Company held during last three years are as follows :

The Company’s quarterly and half-yearly un-audited financial results are published through widecircular in the local newspaper as per Clause 41 of listing Agreement and displayed on its website(www.parabinfraltd.com).

40


2012-2013 Court

Convened

Meeting

M-101, 1st Floor, Road o. 2,Shweta Park Co-op Hsg. Soc.,Daulat Nagar, Borivali (East),Mumbai-400066.

22.05.2012 11.00 amFor Reduction of ShareCapital and forapproval of scheme

2011-2012 EGM M-101, 1st Floor, Road o. 2,Shweta Park Co-op Hsg. Soc.,Daulat Nagar, Borivali (East),Mumbai-400066.

18.02.2012 11.30 amFor Reduction of ShareCapital and forPreferential Issue ofShares

Year LocationType Date Time

2013-2014 AGM M-101, 1st Floor, Road o. 2,Shweta Park Co-op Hsg. Soc.,Daulat Nagar, Borivali (East),Mumbai-400066.

24.09.2014 11.00 am1. Appointment ofAmrit Gandhi as KMP2. Appointment of Mr.Jitendra Gandhi as KMP3. Appointment of Mr.Kalu Kamble as KMP4. Alteration of Articlesof Assocation


14.12.2013 9.30 amChange of Name of theCompany


11.06.2013 9.30 amIssue of Shares onPreferential Basis


27.09.2013 11.00 amNil

2011-2012 AGM M-101, 1st Floor, Road o. 2,Shweta Park Co-op Hsg. Soc.,Daulat Nagar, Borivali (East),Mumbai-400066.

29.09.2012 11.30 amAlteration of AOA forincrease of AuthorisedCapital

The Annual Report containing, interalia, Audited Financial Statement, Directors’ Report,Auditors’ Report and other important information is circulated to members and others entitled thereto.The Management’s Discussion and Analysis (MD&A) Report forms part of the Annual Report and is displayedon the Company’s website (www.parabinfraltd.com).

The CFDS portal jointly owned, managed andmaintained by BSE and NSE is a single source to view information filed by listed companies. All disclosuresand communications to BSE are filed electronically through the CFDS portal. In particular, the Companyinforms BSE all price sensitive matters or such other matters which in its opinion are material and ofrelevance to the members.

BSE’s Listing Centre is a web-basedapplication designed for corporates. All periodical compliance filings like shareholding pattern, corporategovernance report,media releases, among others are also filed electronic allyon the Listing Centre.

The investor complaints are processed in a centralised web-basedcomplaints redress system. The salient features of this system are: Centralised database of allcomplaints, online upload of Action Taken Reports (ATRs) by concerned companies and online viewing byinvestors of actions taken on the complaint and its current status.

The Company has designated the following email-ids exclusively forinvestor servicing: [email protected]

Annual Report:

Corporate Filing and Dissemination System (CFDS) :

BSE Corporate Compliance & Listing Centre (the 'Listing Centre'):

SEBI Complaints Redress System (SCORES) :

Designated Exclusive email-id :

5. GENERALSHAREHOLDERS' INFORMATION :

41


AGM: Date, Time and Venue

Financial Calendar

Financial Year 2013-2014

First Quarter Result

Second Quarter Result

Third Quarter Result

Fourth Quarter Result

Dates of book closure

Dividend Payment

Listing of stock exchange

Listing Fees for 2013-14

Stock Exchange Codes

BSE- Equity Shares

Equity ISIN

Tuesday, the 29th day of September, 2015 at11.00 am at M-101, 1st Floor, Shweta Park Co-op.Hsg. Soc., Road No.2, Daulat Nagar, Borivali(East), Mumbai - 400066.

During the financial year under review, the boardmeetings for approval of quarterly and annualfinancial results were held on the following dates:

Date : 30-05-2014

24 September, 2015 to 29 September, 2015

No dividend has been declared

Equity Shares Listed at BSE

BSE listing fees for the financial year 2014-2015has been paid

513359

INE713M01023

Date : 14-08-2014

Date : 13-11-2014

Date : 09-02-2014

i.

ii.

iii.

iv.

v.

vi.

vii

5. REGISTRARAND SHARE TRANSFERAGENT :

Link Intime India pvt. Ltd.

6. SHARE TRANSFER SYSTEM

7. INVESTOR CORRESPONDENCE

8. STOCK MARKET DATA

All the share transfer and communication regarding share certificate and change of address may beaddressed to:

C-13, Pannalal Silk Mills Compound,

L.B.S. Marg, Bhandup (West), Mumbai - 400078.

The Company's share transfer committee meets regularly and expeditiously handles the proceduresrelated to application for transfer of shares. The turnaround time for completion of transfer of shares inphysical form is generally 15 days from the date of receipt if the documents are cleared in all respects.

All shareholders complaints/queries in respect of their shareholdings may be addressed to; Parab InfraLimited ,

The shares of the company are at presently quoted and traded at Bombay Stock Exchange Limited (BSE).Month- wise high and low price of the Company's shares at Bombay Stock Exchange Limited (BSE) during theyear 2014-2015:

M-101, 1st Floor, Shweta Park Co-op. Hsg. Soc., Road No.2, Daulat Nagar, Borivali (East), Mumbai- 400066.

42


Month

April 2014

May 2014

June 2014

July 2014

August 2014

September 2014

Octomber 2014

November 2014

Deceber 2014

January 2015

February 2015

March 2015

Bombay Stock Exchange (BSE)

Open (Rs.)

252.70

253.80

250.90

251.15

246.50

210.00

176.75

175.00

69.85

77.15

84.95

83.00

Close (Rs.)

253.80

251.50

251.00

247.10

208.85

173.30

175.10

73.50

77.55

85.00

79.00

59.35

Low (Rs.)

241.00

215.15

232.00

228.00

176.00

155.00

162.05

73.50

67.15

74.10

6.20

47.30

High (Rs.)

260.10

270.00

259.25

266.00

351.00

213.90

182.40

186.00

78.50

85.15

90.00

92.70

Buy-Back Of Shares:

There was no buy-back of shares during the year under review.

Distribution Of ShareholdingAs On 31.03.2015:

Shareholding pattern as on 31.03.2015 is as follows:

Total Number of shares dematerialized as on 31st March 2015

Outstanding Convertible Instruments, Conversion Date and Likely Impact on Equity:

As on March 31, 2015, 95.54% of the Total Equity Shares Capital was held in dematerialized form with theNational Securities Depository Limited (NDSL) and Central Depository Services (India) Limited (CDSL).

Agist of the Shares held in physical and demats form is given hereunder:

As on 31st March, 2015, the Company did not have any outstanding convertible instruments likely to impactthe Share Capital of the Company.

43


No. of EquityShares Held

1- 500

501-1000

1001-2000

2001-3000

3001-4000

4001-5000

5001-10,000

10,001 & Above

TOTAL

No. ofShareholders

19,065

29

23

6

11

10

56

119

19,319

Percentage ofShareholders

98.68

0.15

0.12

0.03

0.06

0.05

0.29

0.62

100

In Rupees

1,62,465

20,722

34,863

15,118

39,127

44,415

4,82,615

45,66,275

53,65,600

Percentage ofShareholders

3.03

0.39

0.65

0.28

0.73

0.83

8.99

85.10

100

Category

Promoters and Promoter Group

OCB's

Hindu Undivided Family

Institution

Bodies Corporate

Non Resident Indians

Resident Indians

Any other (Clearing Members etc.)

Central Government/State Government

TOTAL

No. of Shares

7,00,000

0

28

20

18,22,990

174

27,01,527

1,40,861

0

53,65,600

Percentage of Shares

13.05 %

0 %

0.00 %

0.00 %

33.98 %

0.00 %

50.34 %

2.63 %

0 %

100 %

Particulars

No. of Shares held by CDSL

No. of Shares held by NSDL

Physical Shares

TOTAL

No. of Shares

47,36,876

3,89,499

2,39,225

53,65,600

Percentage of Shares

88.28 %

7.26 %

4.46 %

100 %

Risk Management

Prevention of Insider Trading

Compliance with Corporate Governance Norms

Reconciliation of Share CapitalAudit Report:

CEO/CFO Certification:

Compliance Certificate fromAuditors:

ADOPTION OF NON- MANDATORY REQUIREMENTS OF CLAUSE 49 OF THE LISTINGAGREEMENT.

The Company has laid down procedures to inform the Board members about the risk assessment andminimization procedures. The Board periodically discusses the significant business risks identified by themanagement and the mitigation process being taken up by them.

The Company has framed a Code of Conduct for prevention of insider trading based on SEBI (InsiderTrading) Regulations, 1992. This Code is applicable to all Directors/officers/ designated employees. TheCode ensures the prevention of dealing in Company’s shares by persons having access to unpublished pricesensitive information.

The Company has complied with the mandatory requirements of the Code of Corporate Governance asstipulated in Clause 49 of the Listing Agreement with the Stock Exchange. The Company has submitted thecompliance reports in the prescribed format to the stock exchanges for the quarters ended 30th June2014, 30th September 2014, 31st December 2014 and 31st March 2015 as stipulated in clause 49 of thelisting agreements with the stock exchanges.

SEBI has vide its Circular No. CIR/MRD/DP/30/2010 dated 06.09.2010 renamed the “Secretarial AuditReport” as the “Reconciliation of the Share Capital audit Report”.

Reconciliation of the Share Capital Audit Report in terms of SEBI Directive no. D&CC/FITTC/CIR-16/2002dated 31.12.2002, confirming that the total issued capital of the Company is in agreement with the totalnumber of shares in the physical form and the total number of dematerialized shares held with thedepositories is placed before the Board on a quarterly basis and is also submitted to the Stock Exchangeswhere the shares of the Company are listed.

A Certificate from the Managing Director in respect of the Financial Statements forms part of the AnnualReport.

Your Company has obtained a certificate from the Statutory Auditors regarding compliance of theconditions of Corporate Governance as stipulated in clause 49 of the Listing agreement is annexedherewith.

The Company has complied with the mandatory requirements of Clause 49 of the Listing Agreement andevery effort has been made to comply with the non-mandatory requirements of the Clause, the details ofwhich are mentioned hereunder:

44


Training of the board Members

Whistle Blower Policy

New Directors appointed by the Board are given formal induction and orientation with respect to theCompany’s vision, Strategic direction. Board are given formal induction and orientation with respect tothe Company’s vision, strategic direction and core values including ethics, corporate governancepractices, financial matters and business operations. Periodic presentations are made at the Board andCommittee Meetings, on business and performance updates of the Company, global business environment,business strategy and risks involved.

The Company promotes ethical behavior in all its business activities and has put in place a mechanism ofreporting illegal or unethical behavior. The Company has a Whistle Blower Policy wherein the employeesare free to report violations of laws, rules, regulations or unethical conduct to their immediate superior orsuch other person as may be notified by the management to the work groups. The confidentiality of thosereporting violations is maintained and they are not subjected to any discriminatory practice.

M-101, 1st Floor, Shweta Park Co-op Hsg. Soc.,

Road No.2, Daulat Nagar, Borivali (East),

Mumbai - 400066.




sd/-

Registered Office: Amrit Gandhi

DIN : 02870947

Managing Director

45


Managing Director’s Certification

To,

The Board of Directors,

I Managing Director of hereby certify to the Board that:

1. I have reviewed the financial statements and the cash flow statements for the year 2014-15 and that tothe best of our knowledge and belief :

a) These statements do not contain any materially untrue statement or

b) Omit any material fact or contains statements that might be misleading.

c) These statements together present a true and fair view of company's affairs and are incompliance with existing accounting standards, applicable laws and regulations.

2. There are, to the best of my knowledge and belief, no transactions entered into by the company duringthe year that are fraudulent, illegal or violative of the company's code of conduct.

3. I accept responsibility for establishing and maintaining internal controls for financing reporting and Ihave evaluated the effectiveness of internal control system of the Company pertaining to financialreporting. Deficiencies in the design or operation of such internal controls, if any, of which I am awarehave been disclosed to the auditors and the Audit Committee and steps have been taken to rectify thesedeficiencies;

4. (i) There has not been any significant change in internal control over financial reporting duringthe year under reference;

(ii) There has not been any significant change inAccounting policies during the year; and

(iii) Instances of significant fraud, if any of which we have become aware, and involvement therein, ifany, of the management or an employee having a significant role in Companies internal controlsystem over financial reporting shall be disclosed.

Parab Infra Limited

Mr.Amrit Gandhi Parab Infra Limited




sd/-

Amrit Gandhi

DIN : 02870947

Managing Director

46


To,

The Board of Directors,

(a) We have reviewed the financial statements and the cash flow statements of Parab Infra Limited for theyear ended 31.03.2015 and that to the best of our knowledge and belief:

(i) these statements do not contain any materially untrue statements or omit any material fact or containstatements that might be misleading;

(ii) these statements together presents a true and fair view of the Company's affairs and are in compliancewith existing accounting standards, applicable laws and regulations.

(b) To the best of our knowledge and belief there were no transaction entered into by the company duringthe year ended 31.03.2015, which are fraudulent, illegal or violate of the Company's Code of Conduct.

(c) We accept responsibility for establishing and maintaining internal controls for financial reporting andthat we have evaluated the effectiveness of the Company’s internal control systems pertaining tofinancial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in thedesign or operation of internal controls, if any, of which we are aware and the steps they have taken orpropose to take to rectify these deficiencies.

(d) We have indicated to theAuditors and theAudit Committee-

(i) Significant changes in internal control over financial reporting during the year.

(ii) Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements; and

(iii) There are no instances of significant fraud of which they have become aware and the involvementtherein, if any, of the management or an employee having a significant role in the Company's internalcontrol system.

CEO AND CFO CERTIFICATION UNDER CLAUSE 49 V OF THE LISTING AGREEMENT

Parab Infra Limited




sd/-

Amrit Gandhi

DIN : 02870947

Managing Director

47


AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

To,

The Members

Parab Infra Limited

Mumbai

PLACE : Mumbai For M/s.D J N S &Associates

Date : 12thAugust, 2015 (CharteredAccountant)

sd/-

CA.Neeraj J Shah

Partner

Membership No.146258

I have examined the compliance of conditions of Corporate Governance by Parab Infra Limited for thefinancial year ended March 31, 2015 as stipulated in Clause 49 of the ListingAgreement entered in to by theCompany with Stock Exchanges in India.

The Compliance of the conditions of Corporate Governance is the responsibility of the Company'smanagement. My examination was limited to the review of the procedures and implementation thereof,adopted by the Company for ensuring the compliance of the conditions of Corporate Governance asstipulated in the said clause. It is neither an audit nor an expression of an opinion on the financialstatements of the Company.

In my opinion and to best of my knowledge and information and according to the explanations given to meand based on the representations made by the Directors and the Management, I hereby certify that theCompany has complied with the conditions of Corporate Governance as stipulated in clause 49 of theListingAgreement entered into by the company with Stock Exchange.

I state that no investor grievances are pending for a period exceeding one month against the company asper the records maintained by the Shareholders/Investors Grievance Committee.

I further state that such compliance is neither an assurance as to the future viability of the Company northe efficiency or effectiveness with which the management has conducted the affairs of the Company.

48


49

Form No. MGT-9

EXTRACT OF ANNUAL RETURNAs on the financial year ended on 31/03/2015

[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies(Management and Administration) Rules, 2014]

L45209MH1989PLC221005

31/01/1989

PARAB INFRALIMITED

Public Company having share capital

M 101, 1st Floor, Shweta Park Co-op Hsg Soc, Road No 2,

Daulat Nagar, Borivali (East), Mumbai - 400066

Yes

C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup West,

Mumbai - 400078. Telephone - 02225963838Email : [email protected]

Link Intime India Private Limited

i) CIN

ii) Registration Date

iii) Name of the Company

iv) Category / Sub-Category of the Company

v) Address of the Registered office and

contact details

vi) Whether listed company

vii) Name andAddress of Registrar & Transfer

Agents, If any

I. Registration and other details :

II. Principal business activities of the company

All the business activities contributing 10 % or more of the total turnover of the company are givenbelow :

Sr.No.Name and Description of

main products / servicesNIC Code of the

Product/ service

% to total turnover

of the company

1 Building Construction - 100 %

III. Particulars of holding, subsidiary and associate companies :

Sr.

No.

Name and Address

of the company

NA -

-

CIN/GLNHolding /

Subsidiary /

Associate

% of shares

held*

Applicable

Section

-

-


50

IV.

Share

Hold

ing

Patt

ern

(Equit

ySh

are

Capit

alBre

akup

as

perc

enta

ge

of

Tota

lEquit

y):

A.

Cate

gory

-wis

eShare

Hold

ing

%C

hange

duri

ng

the

year

Cate

gory

of

Share

hold

ers

No.

of

Share

sheld

at

the

begin

nin

gof

the

year

(As

on

31.0

3.2

014)

Dem

at

Physi

cal

Tota

l%

of

Tota

l

Share

s

No.

of

Share

sheld

at

the

begin

nin

gof

the

year

(As

on

31.0

3.2

015)

Dem

at

Physi

cal

Tota

l%

of

Tota

l

Share

s

A.

Pro

mote

rs

(1)

India

n

Sub-t

ota

l(A

)(1

):-

(2)

Fore

ign

Sub-t

ota

l(A

)(2

):-

Tota

lsh

are

hold

ing

of

Pro

mote

r(A

)=

(A)(

1)+

(A)(

2)

B.

Public

Share

hold

ing

1.

Inst

ituti

ons

Sub-t

ota

l(B

)(1):

-

a)

Indiv

idual/

HU

F

b)

Centr

alG

ovt

c)St

ate

Govt

(s)

d)

Bodie

sCorp

.

e)

Banks

/FI

f)Any

Oth

er

a)

NRIs

-In

div

iduals

b)

Oth

er

–In

div

iduals

c)Bodie

sCorp

.

d)

Banks

/FI

e)

Any

Oth

er

a)

Mutu

alFunds

b)

Banks

/FI

c)Centr

alG

ovt

d)

State

Govt

(s)

e)

Ventu

reCapit

alFunds

f)In

sura

nce

Com

panie

s

g)FIIs

h)

Fore

ign

Ventu

reCapit

al

Funds

i)O

thers

(speci

fy)

8,9

64 0 0

7,0

0,0

00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

7,0

8,9

64

7,0

8,9

64 0

700 0 0 0 0 0 0 0 0 0 0 0 0

20 0 0 0 0 0 0 0

700

700

20

9,6

64 0 0

7,0

0,0

00 0 0 0 0 0 0 0 0 0

20 0 0 0 0 0 0

7,0

9,6

64

7,0

9,6

64

20

0.1

8

0.0

0

0.0

0

13.0

5

0.0

0

0.0

0

1

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

3.2

3

13.2

3

0.0

0

0 0 0

7,0

0,0

00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

7,0

0,0

00

7,0

0,0

00 0

0 0 0 0 0 0 0 0 0 0 0 0 0

20 0 0 0 0 0 0 0

20

0 0 0

7,0

0,0

00 0 0 0 0 0 0 0 0 0

20 0 0 0 0 0 0 0

7,0

0,0

00

7,0

0,0

00

20

0.0

0

0.0

0

0.0

0

13.0

5

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

13.0

5

13.0

5

0.0

0

-100.0

0

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

-1.3

6

-1.3

6

0.0

0


51

%C

hange

duri

ng

the

year

Cate

gory

of

Share

hold

ers

No.

of

Share

sheld

at

the

begin

nin

gof

the

year

(As

on

31.0

3.2

014)

Dem

at

Physi

cal

Tota

l%

of

Tota

l

Share

s

No.

of

Share

sheld

at

the

begin

nin

gof

the

year

(As

on

31.0

3.2

015)

Dem

at

Physi

cal

Tota

l%

of

Tota

l

Share

s

2.

Non-I

nst

ituti

ons

C.

Any

Oth

ers

Sub-t

ota

l(B

)(2):

-

Tota

lPublic

Share

hold

ing

(B)=

(B)(

1)+

(B)(

2)

Gra

nd

Tota

l(A

+B+C

)

a)

Bodie

sCorp

.

i)In

dia

n

ii)

Ove

rseas

b)

Indiv

iduals

i)In

div

idualsh

are

hold

ers

hold

ing

nom

inalsh

are

capit

alupto

Rs.

1la

kh

ii)

Indiv

idualsh

are

hold

ers

hold

ing

nom

inalsh

are

capit

alin

exce

ssof

Rs

1

lakh

i)N

RI(R

epat)

ii)N

RI(N

on

Repat

)

ii)

OCB's

iii)

Hin

du

Undiv

ided

Fam

ily

iv)

Cle

ari

ng

Mem

bers

C.

Share

sheld

by

Cust

odia

nfo

rG

DRs

&

AD

Rs

8,29

,662 0

8,19

,912

24,9

9,27

1 0 4 0

1,01

,167

42,5

0,0

16

42,5

0,0

16

49,5

8,9

80

1,58

4 0

2,44

,288 0 0 0 28 0

2,4

5,9

00

2,4

5,9

20

2,4

6,6

20

8,31

,246 0

10,6

4,20

0

26,5

9,27

1 0 4 0 28

1,01

,167

46,5

5,9

16

46,5

5,9

36

53,6

5,6

00

15.4

9

0.00

19.8

3

49.5

6

0.00 0

0.00

1.85

86.7

4

86.7

4

0.0

0

99.9

6

33.9

8

0.00

13.6

4

36.7

1

0.00

0.00 0

0.00

2.63

86.9

6

86.9

6

0.0

0

100.0

0

18,2

2,99

0 0

7,31

,661

19,6

9,86

6

170 4 0 28

1,40

,861

46,6

5,5

80

46,6

5,6

00

53,6

5,6

00

984 0

1,53

,732

84,4

61 0 0 0 28

2,3

9,2

05

2,3

9,2

25

2,3

9,2

25

18,2

2,00

6 0

5,77

,929

18,8

5,40

5

170 4 0

1,40

,861

44,2

6,3

75

44,2

6,3

75

51,2

6,3

75

119.

31

0.00

-31.

25

-25.

92

0.00

0.00

0.00

0.00

39.2

4

0.2

1

0.2

1

0.0

0

0.0

0


52

PARAB INFRA LIMITED CIN : L45209MH1989PLC221005 Annual Report 2014-2015B.

Share

hold

ing

of

Pro

mote

rs

%C

hange

duri

ng

the

year

Share

hold

ing

at

the

begin

nin

gof

the

year

(As

on

31.0

3.2

014)

No.

of

Share

s

Share

hold

ing

at

the

begin

nin

gof

the

year

(As

on

31.0

3.2

015)

3,5

0,0

00

3,5

0,0

00

7,0

0,0

00

%of

tota

l

Share

sof

the

com

pany

%of

Share

s

Ple

dged

/

encum

bere

d

toto

talsh

are

s

No.

of

Share

s

%of

tota

l

Share

sof

the

com

pany

%of

Share

s

Ple

dged

/

encum

bere

d

toto

talsh

are

s

6.5

23

6.5

23

13.0

46

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

0.0

0

C.

Change

inPro

mote

r’s

Share

hold

ing

Part

icula

rs

Share

hold

ing

at

the

begin

nin

gof

the

year

No.o

fShare

s%

of

tota

l

Share

sof

the

com

pany

Cum

ula

tive

Share

hold

ing

duri

ng

the

year

No.o

fShare

s%

of

tota

l

Share

sof

the

com

pany

No

Change

duri

ng

the

year

3,5

0,0

00

3,5

0,0

00

7,0

0,0

00

6.5

23

6.5

23

13.0

46

0.0

0

0.0

0

0.0

0

Share

hold

er'

sN

am

e

Ace

light

Hosp

itality

Ventu

res

Pri

vate

Lim

ited

Para

bFin

anci

alConsu

ltants

Pri

vate

Lim

ited

TO

TA

L

Nam

e

53

D. Shareholding Pattern of top ten Shareholders

(other than Directors, Promoters and Holders of GDRs and ADRs)

Sr.

No.Name of Shareholders

Shareholding at the beginning

of the year (as on 31.03.2014)

No.of

Shares

% of total

Shares of

the company

No.of

Shares

% of total

Shares of

the company

Keon Trading LLP

Aretha Chem Trading LLP


Anakin Trading LLP

Om Krishna Multi Link LLP

Isoke Trading LLP

Akruti Food Trading

Services LLP

Edelweiss Broking Ltd

Aarya Equity (india)

Pvt. Ltd.

Mahesha Multi Trading LLP

67,600

7,520

1,05,000

46,820

40,000

26,181

54,930

22,078

15,465

12,175

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

Shareholding at the end of

the year (as on 31.03.2015)Reason

1.2599

0.1402

1.9569

0.8726

0.7455

0.4879

1.0237

0.4115

0.2882

0.2269

1,60,915

1,20,008

1,05,000

1,03,859

1,02,325

1,01,304

1,00,752

99,056

96,516

92,421

2.999

2.2366

1.9569

1.9356

1.9071

1.888

1.8777

1.8461

1.7988

1.7225

Bought

Bought

-

Bought

Bought

Bought

Bought

Bought

Bought

Bought


54


E.

Share

hold

ing

of

Dir

ecto

rsand

Key

Manageri

alPers

onnel

Nam

ePart

icula

rs

Share

hold

ing

at

the

begin

nin

gof

the

year

No.o

fShare

s%

of

tota

l

Share

sof

the

com

pany

Cum

ula

tive

Share

hold

ing

duri

ng

the

year

No.o

fShare

s%

of

tota

l

Share

sof

the

com

pany

NA

DIR

EC

TO

RS

:

Key

Manageri

alPers

onnel

Mr.

Kalu

Shankar

Kam

ble

Mr.

Am

rit

Laxm

ichand

Gandhi

Mr.

Jit

endra

Laxm

ichandji

Gandhi

Mr.

Shakil

Ahm

ed

Gula

mBilali

Mr.

Ric

hie

Sahaya

Fre

dic

son

Mrs

.Rohin

iG

iris

hSehgal

V.

Indebte

dness

Part

icula

rsTota

lIn

debte

dness

Secure

dLoans

Exclu

din

gD

eposi

tsU

nse

cure

dLoans

Deposi

ts

Indebte

dness

at

the

begin

nin

gof

the

financia

l

year

2014-1

5

Tota

l(i

+ii+iii)

Change

inIn

debte

dness

duri

ng

the

financia

l

year

2014-1

5

Net

Change

Indebte

dness

at

the

end

of

the

financia

l

year

2014-2

015

Tota

l(i

+ii+iii)

i)Pri

ncip

alAm

ount

ii)

Inte

rest

due

but

not

paid

iii)

Inte

rest

accru

ed

but

not

due

Addit

ion

Reducti

on

i)Pri

ncip

alAm

ount

ii)

Inte

rest

due

but

not

paid

iii)

Inte

rest

accru

ed

but

not

due

iv)

Loan

repaym

ent

duri

ng

the

year

- - - - - - - - - - - -

1,6

1,9

99 -

1,6

1,9

99 - - -

1,6

1,9

99 - -

1,6

1,9

99

- - - - - - - - - - - -

1,6

1,9

99 -

1,6

1,9

99 - - -

1,6

1,9

99 - -

1,6

1,9

99

Sr.

No.

A B1 2 3 4 5 6

- - - - - - -

- - - - - - - -

- - - - - - - -

- - - - - - - -

- - - - - - - -

55


Overa

llC

eilin

gas

per

the

Act

B.

Rem

unera

tion

tooth

er

dir

ecto

rs

Sr.

No.

Nam

eof

Dir

ecto

rTo

tal(1

)In

dependent

Dir

ect

ors

Fee

for

atte

ndin

g

boar

d/

com

mit

tee

mee

ting

s

Com

mis

sion

Oth

ers

Shak

ilAhm

edG

ulam

Bila

li

Ric

hie

Saha

yaFr

edic

son

Rohi

niG

iris

hSe

hgal

1 2 3

Nil

Nil

Nil

Tota

l(2

)In

dependent

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ect

ors

Fee

for

atte

ndin

g

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d/

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mit

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mee

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s

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ager

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on

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

VI.

Rem

unera

tion

Of

Dir

ecto

rsA

nd

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Manageri

alPers

onnel:

A.

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unera

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r,W

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rsand/o

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eof

MD

/WT

D/M

anager

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ck

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on

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eat

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y

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ssSala

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om

mis

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Nil

Nil

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ers

Tota

lC

eilin

g

as

per

the

Act

(a)

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ry

asper

pro

vis

ions

conta

ined

inse

ctio

n

17(1

)of

the

Inco

me-t

ax

Act

,1961

(b)

Val

ue

of

perq

uis

ites

u/s

17(2

)

Inco

me-t

ax

Act

,1961

(c)

Pro

fits

inlieu

of

sala

ry

under

sect

ion

17(3

)

Inco

me-t

ax

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,1961

as%

of

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fit

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72,0

00

72,0

00

1,2

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00

2,6

4,0

00

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ble

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rit

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Tota

l

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

72,0

00

72,0

00

1,2

0,0

00

2,6

4,0

00

Nil

Nil

Nil

Sr.

No.

1 2 3

56

Type

VII.

Pen

alt

ies

/P

un

ish

men

t/C

om

po

un

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go

fO

ffen

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:

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ct

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of

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hm

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/

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N.A

.

N.A

.

N.A

.

N.A

.

N.A

.

N.A

.

N.A

.

N.A

.

N.A

.

N.A

.

N.A

.

N.A

.

N.A

.

N.A

.

N.A

.

N.A

.

N.A

.

N.A

.

N.A

.

N.A

.

N.A

.

N.A

.

N.A

.

N.A

.

N.A

.

N.A

.

N.A

.

N.A

.

N.A

.

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.

N.A

.

N.A

.

N.A

.

N.A

.

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.

N.A

.

N.A

.

N.A

.

N.A

.

N.A

.

N.A

.

N.A

.

N.A

.

N.A

.

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.

C.

Rem

unera

tion

ToK

ey

Manageri

alPers

onnelO

ther

Than

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anager/

WT

D

Sr.

No.

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eof

MD

/WT

D/M

anager

Sto

ck

Opti

on

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eat

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om

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l(a

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lary

asper

pro

vis

ions

conta

ined

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n

17(1

)of

the

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me-t

ax

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,1961

(b)

Val

ue

of

perq

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ites

u/s

17(2

)

Inco

me-t

ax

Act

,1961

(c)

Pro

fits

inlieu

of

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ry

under

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ion

17(3

)

Inco

me-t

ax

Act

,1961

as%

of

Pro

fit

Oth

ers


NoteNo.

Figures as at the end ofcurrent reporting

period i.e.31/03/2015

Figures as at the end ofprevious reporting

period i.e.31/03/2014

I. EQUITY AND LIABILITIES

II. ASSETS

(1) Shareholder's Funds(a) Share Capital(b) Reserves and Surplus(c) Money received against share warrants

(2) Share application money pending allotment

(3) Non-Current Liabilities

(4) Current Liabilities(a) Short-term borrowings(b) Trade payables(c) Other current liabilities(d) Short-term provisions

(1) Non-current assets(a) Fixed assets(b) Goodwill on consolidation(c) Non-current investments(d) Deferred tax assets (net)(e) Long-term loans and advances(f) Other non-current assets

(2) Current Assets(a) Current Investments(b) Inventories(c) Trade Receivables(d) Cash and Cash Equivalents(e) Short - Term Loans and Advances(f) Other Current assets

TOTAL

TOTAL

12

(Amount in Rs.)

5,36,56,0006,68,52,275

-

3,94,192-

21,99,90420,77,981

34,171

2,78,93,023-

9,21,33,978-

---

16,65,139-

34,54,041

12,51,80,352

12,51,80,352

57

BALANCE SHEET AS ON 31st MARCH, 2015


3

45

6

7

89

10

For and on behalf of the BoardFor M/s.PARAB INFRA LIMITED

As Per our Report AttachedFor DJNS & AssociatesChartered Accountant

CA.Neeraj J ShahPartnerM. No. 146258

Place : Mumbai

DATE : 12th August, 2015

(DIRECTOR) (DIRECTOR)

sd/- sd/-

5,36,56,0006,08,93,021

-

3,94,192-

39,90,10733,11,558

-

2,96,86,306---

--

76,60,3582,83,506

8,24,39,04121,75,667

12,22,44,878

12,22,44,878

PARAB INFRA LIMITED(FORMERLY KNOWN AS PACHELI ENTERPRISES LIMITED)

NoteNo.

Figures as at the end ofcurrent reporting

period i.e.31/03/2015

Figures as at the end ofprevious reporting

period i.e.31/03/2014

I. Revenue from operationsII. Other Income

III. Total Revenue (I +II)

IV. Expenses:Consumption of Raw MaterialsEmployee Benefits ExpenseROC ExpensesLegal and Professional ExpensesRent PaidOther Expense

Total Expenses

V. Profit before exceptional and extraordinaryitems and tax (III-IV)

VI. InterestVII. Profit before extraordinary items and tax (V - VI)

VIII. Extraordinary Items

IX. Profit before tax (VII - VIII)

X. Tax expense:(1) Current tax(2) Tax of Earlier Year(3) Deferred tax

XI. Profit(Loss) from the perid from continuingoperations (VII-VIII)

XII. Profit/(Loss) from discontinuing operationsXIII. Tax expense of discounting operationsXIV. Profit/(Loss) from Discontinuing operations (XII - XIII)

XV. Profit/(Loss) for the period (XI + XIV)

XVI. Earning per equity share:(1) Basic(2) Diluted

71,82,254

-71,82,254

-

71,82,254

12,23,000--

59,59,254

---

59,59,254

1.111.11

29,48,57286,59,052

1,16,07,624

22,35,9106,62,520

28,6503,94,1915,40,0005,64,099

44,25,370

1112

58

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED ON 31st MARCH, 2015 (Amount in Rs.)

0.870.87

1314

15

16


75,36,142

6,66,13068,70,012

-

68,70,012

22,28,500--

46,41,512

---

46,41,512

1,11,44,27268,91,828

1,80,36,100

69,01,31310,24,765

4,55010,04,0375,40,000

10,25,293

1,04,99,958





Place : Mumbai



sd/- sd/-

59



as on31.03.2015

as on31.03.2014

SCHEDULES FORMING PART OF THE ACCOUNTS (Amount in Rs.)

Note No. 1

SHARE CAPITAL

Authorised Share Capital

85,00,000 Equity Shares @ 10 each

ISSUED,SUBSCRIBED & PAID-UP

53,65,600 equity shares of Rs 10/- each

8,50,00,000

5,36,56,000

5,36,56,000

8,50,00,000

A) Reconciliation of Number of Shares

27,48,00,000

-

27,48,00,000

Equity SharesNumber

Amount

Shares outstanding at the beginning of the year

Shares Issued during the year

Shares bought back during the year

Shares outstanding at the end of the year

53,65,600

-

-

53,65,600

B) Rights, preferences and restrictions attached to Equity shares :The Company has one class of equity shares having a par value of ` 10 each. Each shareholder is eligible for one vote

per share held. The dividend proposed by the Board of Directors, if any is subject to the approval of the shareholders

in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity

shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential

amounts, in proportion to their shareholding.

as on31.03.2015

as on31.03.2014

Note No. 2

RESERVE & SURPLUS

Capital Subsidy Reserve

Share Premium

Opening Balance

Losses Written Off

Additions During The Year

Closing Balance

Profit & Loss Account

TOTAL

Note No. 3

SHORT TERM BORROWING3,94,192

3,94,192

Note No. 4

OTHER CURRENT LIABILITIES

Creditors for Expenses 21,99,904

21,99,904

-

6,00,00,000

8,93,021

-

59,59,254

68,52,275

6,68,52,275

3,94,192

3,94,192

39,90,107

39,90,107

-

6,00,00,000

-

(37,48,491)

46,41,512

8,93,021

6,08,93,021

5,36,56,000

5,36,56,000

41,65,600

12,00,000

-

53,65,600

60


as on31.03.2015

as on31.03.2014

(Amount in Rs.)

Note No. 5

PROVISIONS

TDS

Provision for Tax

Service Tax

(7,002)

20,84,983

-

20,77,981

54,688

23,15,293

9,41,577

33,11,558

Note No. 6

NON CURRENT INVESTMENTS

Investment in Flats 2,78,93,023

2,78,93,023

2,96,86,306

2,96,86,306

Note No. 7

LONG TERM LOANS AND ADVANCES

Advance to Others 9,21,33,978

9,21,33,978

-

-

Note No. 8

TRADE RECEIVABLE

Less Than Six Months

Unsecured And Considered Good

-

-

-

Note No. 9

CASH AND CASH EQUIVALENTS

Cash & Cheque In Hand

Balance With Bank

3,57,330

13,07,808

16,65,139

Note No. 10

INCOME TAX DEMAND PAID (UNDER DISPUTE)

INCOME TAX REFUND 10-11

ADVANCE TAX

TDS RECEIVABLE

10,00,000

31,151

3,75,000

20,47,890

34,54,041

-

76,60,358

76,60,358

14,637

2,68,869

2,83,506

10,00,000

31,151

-

11,44,516

21,75,667

Note No. 11

REVENUE FROM OPERATIONS

Sales

Labour Charges Received

10,70,700

18,77,872

29,48,572

Note No. 12

OTHER INCOME

Interest & Other Income 86,59,052

86,59,052

Note No. 13

CONSUMPTION OF RAW MATERIALS

Labour Charges Paid 22,35,910

22,35,910

33,53,200

77,91,072

1,11,44,272

68,91,828

68,91,828

69,01,313

69,01,313

61


as on31.03.2015

as on31.03.2014

(Amount in Rs.)

Note No. 16

OTHER EXPENSES

Account Writing Charges

Advertisement

AGM Expenses

Bank Charges

Board Meeting Expenses

Brokerage Paid

Canteen Expenses

Conveyance And Travelling Expenses

Depreciation

Discount

Diwali Expenses

Electricity Expenses

Int & Late Payment Paid On TDS

Postage And Courier

Printing And Stationary

Site Expenses

Tea And Refreshment

Telephone & Telex Charges

Website Designing

TOTAL

60,000

1,06,096

59,939

3,550

46,875

-

43,950

65,900

3,329

-

23,050

25,380

10,150

42,310

-

52,620

9,890

11,060

-

5,64,099

1,20,000

82,476

-

10,124

72,560

2,86,848

18,560

1,12,500

-

912

55,680

14,650

-

85,650

62,383

68,540

12,530

17,580

4,300

10,25,293

Note No. 15

LEGAL AND PROFESSIONAL CHARGES

Audit Fees

CDSL Charges

Legal and Professional Charges

Link Intime India Pvt Ltd Fees

Listing Fees of BSE

NSDL Charges

TOTAL

30,000

-

2,77,549

85,518

-

1,124

3,94,191

28,090

1,124

6,76,787

2,62,081

16,854

19,101

10,04,037

EMPLOYEE BENEFITS EXPENSES

Directors Remuneration

Salary

Bonus

Staff Welfare

2.64,000

3.38,300

25,000

35,220

6.62,520

4,00,000

5,22,745

68,500

33,520

10,24,765

Note No. 14

62

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015

Amt (Rs.)Amt (Rs.)Particulars

CASH FLOW FROM OPERATING ACTIVITIES (A)Net Income

Account Writing ChargesAGM ExpensesBank ChargesBoard Meeting ExpensesBonusCanteen ExpensesCDSL ChargesConveyance & Travelling ExpensesDiwali ExpensesElectricity ExpensesInterest Paid On TDSLate Payment TDS FeesLink In TimeNSDL ChargesPostage & CourierSalarySite ExpensesStaff WelfareTea & RefreshmentTelephone Expenses

Add: Increase / Decrease in DebtorsAdd: Increase / Decrease in CreditorsLess: T.D.S.

Proceeds form issue of ShareAdvance TaxLoans (Liability)Loans & Advances (Assets)

CHANGES IN WORKING CAPITAL

CASH FLOW FROM INVESTING ACTIVITIES

Net Cash used in Investing activities

CASH FLOW FROM FINANCING ACTIVITIES

NET INCREASE\ DECREASE IN CASH & CASH EQUIVALENTS(A+B+C)

Cash and Cash equivalents at the beginning of the year

Cash and Cash equivalents at the end of the year

A

B

C

D

E

F

60,00059,9393,550

46,87525,00043,95031,91865,90023,05025,3803,1507,000

1,64,86617,97842,31068,60052,62035,2209,890

11,060

95,33,736(59,32,855)(1,42,874)

(3,75,000)(14,53,310)

5,50,192

(7,98,256)

34,58,007

26,59,751

-

(12,78,118)

13,81,633

2,83,506

16,65,139



63





Place : Mumbai



sd/- sd/-

THISPAGE HAS BEEN


ATTENDANCE SLIP

PARAB INFRA LIMITEDM-101, 1st Floor, Shweta Park Co-op. Hsg. Soc., Road No. 2,Daulat Nagar, Borivali (East), Mumbai - 400066. 022-28951030,E-mail : [email protected], Website: www.parabinfraltd.com

Tel:

Annual General Meeting

I/We hereby record my/our presence at the of the Company

being held on Tuesday the 29th day of September, 2015 at the Registered office of the Company at

M-101, 1st Floor, Shweta Park Co-op Hsg. Soc., Road No. 2, Daulat Nagar, Borivali (East), Mumbai -

400066.

ANNUAL GENERAL MEETING

DP ID : Folio No. :

Client ID : No. of Shares :

Name and address of Shareholder/Proxy holder :

E-mail Id :

Note :

1. Please complete the Folio / DP ID – Client ID No. and name, sign this Attendance Slip and handover at the

Attendance Verification Counter at the meeting hall.

2. Electronic copy of theAnnual Report for FY 2014-15 and the Notice of theAnnual General Meeting (AGM) along

with Attendance Slip and Proxy Form is being sent to all the members whose email address is registered with

the Depository Participant unless any member has requested for a hard copy of the same. Members receiving

electronic copy and attending theAGM can print copy of thisAttendance Slip.

3. Physical copy of the Annual Report for 2014-15 and the Notice of the Annual General Meeting along with the

Attendance Slip and Proxy Form is sent in the permitted mode(s) to all members whose email is not registered

or who have requested for a hard copy.

Name of Member/Proxy Member's/Proxy Signature

CIN : L45209MH1989PLC221005

PARAB INFRA LIMITED

ELECTRONIC VOTING PARTICULARS

Note: The voting period starts from 9.00 am on September 26, 2015 and ends at 5.00 pm on September28, 2015. Thereafter, the voting module shall be disclosed by CDSL. Kindly refer the e-votinginstructions in the Notice.

EVSN

(E-Voting Sequence No.)USER ID PAN / Sequence No.

THISPAGE HAS BEEN


PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3)of the Companies (Management and Administration) Rules, 2014]

Annual General Meeting

DP ID : Folio No. :

Client ID : No. of Shares :

Name and address of Shareholder/Proxy holder :

E-mail Id :

I/We, being the member (s) of shares of the above named company, hereby appoint :

1) Name :

Address :

E-mail Id :

Signature : , or failing him

2) Name :

Address :

E-mail Id :


3) Name :

Address :

E-mail Id :


PARAB INFRA LIMITEDCIN : L45209MH1989PLC221005

PARAB INFRA LIMITEDM-101, 1st Floor, Shweta Park Co-op. Hsg. Soc., Road No. 2,Daulat Nagar, Borivali (East), Mumbai - 400066. 022-28951030,E-mail : [email protected], Website: www.parabinfraltd.com

Tel:

Signed this ____________ day of _________ 2015

Signature of first proxy holder Signature of second proxy holder Signature of thirdproxy holder

Notes:

1) This form of Proxy in order to be effective should be duly completed and deposited at the Registered Office of the

Company not less than 48 hours before the commencement of the meeting.

2) Aproxy need not be a member of the Company.

3) For the Resolutions, Explanatory Statements and Notes, please refer to the Notice of the 26thAnnual General Meeting.

4) Aperson can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10% of the

total share capital of the Company carrying voting rights .A member holding more than 10 % of the total share capital of

the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any

other person or shareholder.

5) This is only optional .Please put a ' ' in the appropriate column against the resolutions indicated in the Box. If you leave

the ‘For’ or ‘Against’ column blank against any or all the resolutions, your Proxy will be entitled to vote in the manner as

he/she thinks appropriate

6) Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes.

7) In the case of Jointholders, the signature of any one holder will be sufficient, but the names of all the jointholders should

be stated.

�

as my/our proxy to attend and vote(on a poll) for me/us and on my/our behalf at the 26thAnnual General Meeting of

the Company, to be held on Tuesday, the 29th September, 2015 at 11.00 am at at the Registered office of the

Company at M-101, 1ST Floor, Shweta Park Co-op Hsg. Soc., Road No. 2, Daulat Nagar, Borivali (East), Mumbai-400066

and at any adjournment thereof in respect of such resolutions as are indicated below:

Ordinary Business

Special Business

Adoption of Profit and Loss Account for the year ended 31st March, 2015 and

the Balance Sheet as at that date.

Re-appointment of Mr. Jitendra Gandhi who retires by rotation and, being

eligible, offers himself for re-appointment.

Ratification ofAppointment of StatutoryAuditors.

Increase in borrowing limits of the Company upto Rs. 50 crore

Creation of mortage limit up to Rs. 50 crore

Increase in investment limit of the Company upto 50 crore.

PARTICULARSSr.No.

OPTIONAL

For Against

Affix 1 RupeeRevenueStamp

1

2

3

4

5

6

ROUTE MAP TO THE VENUE OF THE 26th ANNUAL GENERAL MEETING OFPARAB INFRA LIMITED


THISPAGE HAS BEEN


: REGISTERED AND CORPORATE OFFICE :M-101, 1st Floor, Shweta Park Co-op. Hsg. Soc, Road No. 2,

Daulat Nagar, Borivali (East), Mumbai 400066.

PARAB INFRA LIMITED

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