PARAB INFRA LIMITED fileFINANCIALYEAR : 2013-2014 1 PARAB INFRA LIMITED CIN :L45209MH1989PLC221005 Annual Report 2013-2014 DIN NAME DESIGNATION 02870947 03315837 03439277 01834130

Annual Report

2013 - 2014

Annual Report

2013 - 2014

PARAB INFRALIMITED

FORWARD LOOKING STATEMENT

In this annual report, we have disclosed forward looking information to enableinvestors to comprehend our prospects and take informed investment decisions. This reportand other statements - written and oral - that we periodically make, may contain forward-looking statements that set out anticipated results based on the management's plans andassumptions.

We have tried wherever possible to identify such statements by using words such as'anticipates', 'estimates', 'expects', 'projects', 'intends . 'plans', believes' and words of similarsubstance in connection with any discussion of future performance.

We cannot guarantee that these forward - looking statements will be realised,although we believe we have been prudent in our assumptions. The achievement of results issubject to risks, uncertainties and even inaccurate assumptions. Should known or unknownrisks or uncertainties materialise, or should underlying assumptions prove inaccurate, actualresults could vary materially from those anticipated, estimated or projected. We undertake noobligation to publicly update any forward- looking statements, whether as a result of newinformation, future events or otherwise.

PARAB INFRA LIMITED CIN :L45209MH1989PLC221005 Annual Report 2013-2014

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CONTENTS

1) Company Information

2) Notice of Annual General Meeting

3) Director's Report

4) Management's Discussion and Analysis

5) Report on Corporate Governance

6) CEO/CFO Certification

7) Auditor's Report

8) Auditor's Certificate on Corporate Governance

9) Balance Sheet

10) Profit and Loss Account

11) Schedules forming parts of Accounts

12) Cash Flow Statement

13) Attendance Slip

14) Proxy Form

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CORPORATE INFORMATION

NAME OF COMPANY : PARAB INFRALIMITED

CIN : L45209MH1989PLC221005

ISIN : INE713M01023

SCRIP CODE : 513359

BOARD OF DIRECTORS :

REGISTERED AND

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

Daulat Nagar, Borivali (East), Mumbai 400066.

CHARTEREDACCOUNTANT : M/s. Gowadia & Co.

13, Suyog Mandir CHS, Ram Mandir Road,

Borivali (West), Mumbai - 400 091.

BANKERS : Corporation Bank

Rameshwar Co-operative Bank Limited

Apna Sahakari Bank Limited

REGISTRARAND SHARE

TRANSFERAGENTS :

C-13, Pannalal Silk Mills Compound, LBS Marg,

Bhandup (West), Mumbai 400078.

Tel : 02225963838 Fax : 02225946969.

e-mail : [email protected]

Link Intime India Pvt. Ltd.

FINANCIALYEAR : 2013 - 2014

1


DIN NAME DESIGNATION

02870947

03315837

03439277

01834130

06441725

06790655

Mr. Amrit Gandhi

Mr. Ramesh Kumar Khetan

Mr. Brijesh Maurya

Mr. Kalu Shankar Kamble

Mr. Jitendra Laxmichand Gandhi

Mr. Shakil Ahmed Gulam Bilali

Executive Director

Executive Director

Executive Director

Independent Director



NOTICE

NOTICE

RESOLVED THAT

RESOLVED FURTHER THAT

RESOLVED THAT


RESOLVED THAT



is hereby given that the 25th ANNUAL GENERAL MEETING of the Members of PACHELI ENTERPRISESLIMITED (Earlier known as Mandsaur Ferro Alloys Limited) will be held on September 24, 2014 at the RegisteredOffice of the Company at M - 101, 1st Floor, Shweta Park Co-op Hsg. Soc., Road No. 2, Daulat Nagar, Borivali(East), Mumbai – 400 066 at 11.00 a.m. to transact the following business :-

1. To receive, consider and adopt the Audited Profit & Loss Account for the year ended 31st March, 2014and Balance Sheet as at that date together with the Reports of Board of Directors and Auditorsthereon.

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

“ Mr.Ramesh Khetan, a Director liable to retire by rotation, who does not seekreelection, be not re-appointed as the director of the Company.

the vacancy, so created on the Board of Directors of the Company, be notfilled.”

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

“ Mr. Brijesh Mauriya, a Director liable to retire by rotation, who does not seekreelection, be not re-appointed as the director of the Company.

the vacancy, so created on the Board of Directors of the Company, be notfilled.”

4. To appoint M/s D J N S & Associates, Chartered Accountants, as Auditors of the Company in place ofM/s. Gowadia & Co., Chartered Accountants who have expressed their unwillingness to get re-appointed by passing following resolution:

“ pursuant to provision of section 139 of the Companies Act 2013 (as amended or re-enacted from time to time) read with rule no 3 of the Companies (Audit andAuditors) Rules 2014, M/sD J N S & Associates, Chartered Accountants in place of M/s. Gowadia & Co., Chartered Accountantswho have expressed their unwillingness to get re-appointed. Appointment of M/s D J N S & Associateshas been duly approved by the Audit Committee and the Board of Directors in their respectivemeetings held on 14th August, 2014 be and are hereby appointed as the Statutory Auditors of theCompany who shall hold office from the conclusion of this meeting till the conclusion of the 6thAnnual General Meeting, on a remuneration as may be fixed by the Board of Directors of theCompany.

appointment of the Auditor shall be subject to the ratification at eachannual general meeting held after forthcoming annual general meeting.

any of the Directors of the Company be and is hereby severally authorized

ORDINARY BUSINESS

2


to 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 anORDINARY RESOLUTION:

“ pursuant to the provisions of Section 260 of the Companies Act, 1956, Mr. JitendraGandhi (DIN- 06441725) was appointed as an Additional Director of the Company by the Board ofDirectors w.e.f. 12th February, 2014 and pursuant to the provisions of Section 152, 161 and any otherapplicable provisions of the Companies Act, 2013(as amended or re-enacted from time to time) readwith the Companies (Appointment and Qualification of Directors) Rules 2014 who holds office up tothe date of thisAnnual General meeting and in respect of whom the Company has received a notice inwriting from a member proposing the candidature of Mr. Jitendra Gandhi (DIN- 06441725) for theoffice of the Director of the Company, be and is hereby elected and appointed as Director ofcompany, whose period of office shall be liable to determination by retirement of directors byrotation.”

pursuant to section 152, 164 , 165 & 179 (3), 184 of the Companies Act,2013 (as amended or re-enacted from time to time) (hereinafter referred to asAct) read with rule no8 & 14 of the Companies (Appointment and Qualifications of Directors) Rules 2014, the consent forappointment as director of the Company given in form no DIR-2 along with declaration that he is notdisqualified to be appointed as director in DIR-8, AND declaration in form MBP-1 giving notice of hisconcern or interest in the companies/ firms and that post appointment his number of directorshipswill be within the maximum number allowed under the Act and disclosure of interest , as laid beforethe meeting and duly initialed by the chairman for purpose of identification, be and is hereby takenote off.

“ any of the Directors of the Company be and is hereby authorized to doall such things, acts and deeds which may be necessary for giving effect to this resolution and to filee-Form No. DIR-12, MGT-14 with Registrar of Companies, on the MCA-21 portal.”


“ pursuant to the provisions of Section 260 of the Companies Act, 1956, Mr. KaluKamble (DIN- 01834130)who was appointed as an Additional Director of the Company by the Board ofDirectors w.e.f. 27th September, 2013 pursuant to the provisions of Section 152, 161 and any otherapplicable provisions of the Companies Act, 2013(as amended or re-enacted from time to time) readwith the Companies (Appointment and Qualification of Directors) Rules 2014 who holds office up tothe date of thisAnnual General meeting and in respect of whom the Company has received a notice inwriting from a member proposing the candidature of Mr. Kalu Kamble (DIN- 01834130) for the officeof the Director of the Company, be and is hereby elected and appointed as Director of company,whose period of office shall be liable to determination by retirement of directors by rotation.”

pursuant to section 152, 164 , 165 & 179 (3), 184 of the Companies Act,2013 (as amended or re-enacted from time to time) (hereinafter referred to asAct) read with rule no8 & 14 of the Companies (Appointment and Qualifications of Directors) Rules 2014, the consent forappointment as director of the Company given in form no DIR-2 along with declaration that he is notdisqualified to be appointed as director in DIR-8, AND declaration in form MBP-1 giving notice of his

SPECIALBUSINESS :

RESOLVED THAT



RESOLVED THAT


3


concern or interest in the companies/ firms and that post appointment his number of director willbe within the maximum number allowed under the Act and disclosure of interest , as laid before themeeting and duly initialed by the chairman for purpose of identification, be and is hereby take noteoff.

“ any of the Directors of the Company be and is hereby authorized to do allsuch things, acts and deeds which may be necessary for giving effect to this resolution and to file e-Form No. DIR-12, MGT-14 with Registrar of Companies, on the MCA-21 portals.”


“ pursuant to the provisions of Section 260 of the Companies Act, 1956, Mr. AmritGandhi (DIN- 02870947) who was appointed as an Additional Director of the Company by the Board ofDirectors w.e.f. 27th September, 2013 pursuant to the provisions of Section 152, 161 and any otherapplicable provisions of the Companies Act, 2013(as amended or re-enacted from time to time) readwith the Companies (Appointment and Qualification of Directors) Rules 2014 who holds office up tothe date of thisAnnual General meeting and in respect of whom the Company has received a notice inwriting from a member proposing the candidature of Mr. Amrit Gandhi (DIN- 02870947) for the officeof the Director of the Company, be and is hereby elected and appointed as Director of company,whose period of office shall be liable to determination by retirement of directors by rotation.”

pursuant to section 152, 164 , 165 & 179 (3), 184 of the Companies Act,2013 (as amended or re-enacted from time to time) (hereinafter referred to asAct) read with rule no8 & 14 of the Companies (Appointment and Qualifications of Directors) Rules 2014, the consent forappointment as director of the Company given in form no DIR-2 along with declaration that he is notdisqualified to be appointed as director in DIR-8, AND declaration in form MBP-1 giving notice of hisconcern or interest in the companies/ firms and that post appointment his number of director willbe within the maximum number allowed under the Act and disclosure of interest , as laid before themeeting and duly initialed by the chairman for purpose of identification, be and is hereby take noteoff.

“ any of the Directors of the Company be and is hereby authorized to do allsuch things, acts and deeds which may be necessary for giving effect to this resolution and to file e-Form No. DIR-12, MGT-14 with Registrar of Companies, on the MCA-21 portals.”


“ pursuant to the provisions of Section 260 of the Companies Act, 1956, Mr. ShakilAhmed Gulam Bilali (DIN- 06790655) who was appointed as an Additional Director of the Company bythe Board of Directors w.e.f. 12th February, 2014 pursuant to the provisions of Section 152, 161 andany other applicable provisions of the Companies Act, 2013(as amended or re-enacted from time totime) read with the Companies (Appointment and Qualification of Directors) Rules 2014 who holdsoffice up to the date of this Annual General meeting and in respect of whom the Company hasreceived a notice in writing from a member proposing the candidature of Mr. Shakil Ahmed GulamBilali (DIN- 06790655) for the office of the Director of the Company, be and is hereby elected andappointed as Director of company, whose period of office shall be liable to determination byretirement of directors by rotation.”


RESOLVED THAT



RESOLVED THAT

4


pursuant to section 152, 164 , 165 & 179 (3), 184 of the Companies Act,2013 (as amended or re-enacted from time to time) (hereinafter referred to asAct) read with rule no8 & 14 of the Companies (Appointment and Qualifications of Directors) Rules 2014, the consent forappointment as director of the Company given in form no DIR-2 along with declaration that he is notdisqualified to be appointed as director in DIR-8, AND declaration in form MBP-1 giving notice of hisconcern or interest in the companies/ firms and that post appointment his number of directorshipswill be within the maximum number allowed under the Act and disclosure of interest , as laid beforethe meeting and duly initialed by the chairman for purpose of identification, be and is hereby takenote off.

“ any of the Directors of the Company be and is hereby authorized to doall such things, acts and deeds which may be necessary for giving effect to this resolution and to filee-Form No. DIR-12, MGT-14 with Registrar of Companies, on the MCA-21 portal.”


“ pursuant to the provisions of Section 152 and any other applicable provisions of theCompanies Act, 2013(as amended or re-enacted from time to time) read with the Companies(Appointment and Qualification of Directors) Rules 2014, Mr. Richie Fredicson be and is herebyappointed as the Independent Director in respect of whom the Company has received a notice inwriting from a member proposing the candidature of Mr. Richie Fredicson for the office of theDirector of the Company, be and is hereby elected and appointed as Director of company,.”

“ pursuant to the provisions of section 149 of the CompaniesAct, 2013 & its scheduleIV (as amended or re-enacted from time to time) read with rule no 4 of the Companies (Appointmentand Qualifications of Directors) Rules 2014, Mr. Richie Fredicson be and is hereby appointed asIndependent director on the Board of the Company for a period of 5 years.

" pursuant to section 149 of the Companies Act, 2013 & its schedule (asamended or re-enacted from time to time), any of the director Company be and is hereby severallyauthorized to sign and submit the letter of appointment to the said director, copy of which is laidbefore the meeting and initialed by the director for the purpose of identification."

" pursuant to section 152, 164 , 165 & 179 (3), 184 of the Companies Act,2013 (as amended or re-enacted from time to time) (hereinafter referred to asAct) read with rule no8 & 14 of the Companies (Appointment and Qualifications of Directors) Rules 2014, the consent forappointment as director of the Company given in form no DIR-2 along with declaration that he is notdisqualified to be appointed as director in DIR-8, AND declaration in form MBP-1 giving notice of hisconcern or interest in the companies/ firms and that post appointment his number of directorshipswill be within the maximum number allowed under the Act and disclosure of interest , as laid beforethe meeting and duly initialed by the chairman for purpose of identification, be and is hereby takenote off."

" pursuant to section 152 & 170 of the Companies Act, 2013 & its schedule(as amended or re-enacted from time to time) read with rule no 8 & 18 of the Companies(Appointment and Qualifications of Directors) Rules 2014, any of the, director of the Company be andis hereby severally authorized to do all such acts, deeds and things to give effect to this resolutionincluding signing, executing, submitting any application (s), document(s), letter(s) etc. and to file



RESOLVED THAT

RESOLVED THAT




5


form no DIR-12 with the Registrar of Companies within the prescribed time and fees and to do thenecessary entries in the Register of Director and Key Managerial Personnel.


“ pursuant to the provisions of Section 152 and any other applicable provisions of theCompanies Act, 2013(as amended or re-enacted from time to time) read with the Companies(Appointment and Qualification of Directors) Rules 2014, , Ms. Rohini sehgal be and is herebyappointed as the Independent Director in respect of whom the Company has received a notice inwriting from a member proposing the candidature of Ms. Rohini sehgal for the office of the Director ofthe Company, be and is hereby elected and appointed as Director of company,.”

“ pursuant to the provisions of section 149 of the CompaniesAct, 2013 & its scheduleIV (as amended or re-enacted from time to time) read with rule no 4 of the Companies (Appointmentand Qualifications of Directors) Rules 2014, Ms. Rohini sehgal be and is hereby appointed asIndependent director on the Board of the Company for a period of 5 years."

" pursuant to section 149 of the Companies Act, 2013 & its schedule (asamended or re-enacted from time to time), any of the director Company be and is hereby severallyauthorized to sign and submit the letter of appointment to the said director, copy of which is laidbefore the meeting and initialed by the director for the purpose of identification."

" pursuant to section 152, 164 , 165 & 179 (3), 184 of the Companies Act,2013 (as amended or re-enacted from time to time) (hereinafter referred to asAct) read with rule no8 & 14 of the Companies (Appointment and Qualifications of Directors) Rules 2014, the consent forappointment as director of the Company given in form no DIR-2 along with declaration that he is notdisqualified to be appointed as director in DIR-8, AND declaration in form MBP-1 giving notice of herconcern or interest in the companies/ firms and that post appointment her number of directorshipswill be within the maximum number allowed under the Act and disclosure of interest , as laid beforethe meeting and duly initialed by the chairman for purpose of identification, be and is hereby takenote off."

" pursuant to section 152 & 170 of the Companies Act, 2013 & its schedule(as amended or re-enacted from time to time) read with rule no 8 & 18 of the Companies(Appointment and Qualifications of Directors) Rules 2014, any of the, director of the Company be andis hereby severally authorized to do all such acts, deeds and things to give effect to this resolutionincluding signing, executing, submitting any application (s), document(s), letter(s) etc. and to fileform no DIR-12 with the Registrar of Companies within the prescribed time and fees and to do thenecessary entries in the Register of Director and Key Managerial Personnel."


pursuant to the provisions of section 149 of the Companies Act, 2013 & its scheduleIV (as amended or re-enacted from time to time) read with rule no 4 of the Companies (Appointmentand Qualifications of Directors) Rules 2014, Mr. Shakil Ahmed (DIN: 06790655) be and is herebyappointed as Independent director on the Board of the Company for a period of 5 years.

pursuant to section 149, 152,164 , 165 & 184 of the Companies Act, 2013

RESOLVED THAT

RESOLVED THAT




RESOLVED THAT


6


(as amended or re-enacted from time to time) (hereinafter referred to as Act) read with rule no 8 &14 of the Companies (Appointment and Qualifications of Directors) Rules 2014, the consent forappointment as director of the Company given in form no DIR-2 along with declaration that he is notdisqualified to be appointed as director in DIR-8 , meets the criteria of independence as prescribed inthe Act, will abide by the code of conduct prescribed in Schedule IV to the Act and that postappointment his number of director will be within the maximum number allowed under the Act anddisclosure of interest , as laid before the meeting and duly initialed by the chairman for purpose ofidentification, be and is hereby take note off.

pursuant to section 149 of the Companies Act, 2013 & its schedule (asamended or re-enacted from time to time), any of the director of the Company be and is herebyseverally authorized to sign and submit the letter of appointment to the said director, copy of whichis laid before the meeting and initialed by the director for the purpose of identification.

pursuant to section 152 & 170 of the Companies Act, 2013 & its schedule(as amended or re-enacted from time to time) read with rule no 8 & 18 of the Companies(Appointment and Qualifications of Directors) Rules 2014, any of the director of the Company be andis hereby severally authorized to do all such acts, deeds and things to give effect to this resolutionincluding signing, executing, submitting any application (s), document(s), letter(s) etc. and to fileform no DIR-12 with the Registrar of Companies within the prescribed time and fees and to do thenecessary entries in the Register of Director and Key Managerial Personnel.

12. To consider and if thought fit, to pass with or without modifications, the following, resolution as aSPECIALRESOLUTION:

pursuant to provision of section 196 & 203 of the CompaniesAct 2013 (as amended orre-enacted from time to time) (hereinafter referred to as Act) the consent of the shareholders beand is hereby accorded to appoint Mr. Amrit Gandhi,(DIN- 02870947) as the Managing Director of theCompany with effect from 12th February 2014 and re-designated as Chief Executive Officer as Wholetime Key Managerial Personnel (KMP) on 14th August, 2014 for a period of 3 years on the terms andconditions contained in the letter of appointment/ memorandum of understanding/appointmentagreement, a copy of which is laid and has been initialed by the Chairman for the purpose ofidentification be and is hereby approved by the shareholders. Mr. Amrit Gandhi, shall perform theduties which may be performed by a KMP under the Act, and any other duties assigned to him by theBoard from time to time.

pursuant to provision of section 196 & 197 of the Act (as amended or re-enacted from time to time) read with Schedule IV, the appointee shall be a paid a monthlyremuneration of Rs.20000/-p.m, details of which are contained in the letter of appointment, a copyof which is laid and has been initialed by the Chairman for the purpose of identification

pursuant to provision of section 170 of the Act (as amended or re-enactedfrom time to time) read with rule no 17 & 18 of the Companies (Appointment and Qualification ofDirectors) Rules 2014, the appointee is directed to furnish the information to be entered in theRegister of directors and key managerial personnel and, and any of the Director of the Company beand is hereby severally authorized to do the necessary entries in the register and authenticate them.

pursuant to provision of section 117, 170 of the Act (as amended or re-enacted from time to time) read with rule no 18 of the Companies (Appointment and Qualification of



RESOLVED THAT




7


Directors) Rules 2014, rule no 24 of the Companies (Management and Administration) Rules 2014 andrule no 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, anyof the director of the Company be and is hereby severally authorized to sign and file Form no DIR-12,MGT-14 & MR 1 with the Registrar within the prescribed time with necessary fees.


pursuant to provision of section 196 & 203 of the CompaniesAct 2013 (as amended orre-enacted from time to time) (hereinafter referred to as Act) the consent of the shareholders beand is hereby accorded to appoint Mr. Jitendra Gandhi(DIN-06441725) as Whole Time Director in thecapacity as Chairman and Chief Financial Officer as Whole time Key Managerial Personnel (KMP) ofthe Company with effect from 14th August, 2014 for a period of 3 years on the terms and conditionscontained in the letter of appointment/ memorandum of understanding/appointment agreement, acopy of which is laid and has been initialed by the Chairman for the purpose of identification be and ishereby approved by the shareholders. Mr. Jitnedra Gandhi ,shall perform the duties which may beperformed by a KMP under the Act, and any other duties assigned to him by the Board from time totime.

pursuant to provision of section 196 & 197 of the Act (as amended or re-enacted from time to time) read with Schedule IV, the appointee shall be a paid a monthlyremuneration of Rs.12,000/-p.m., details of which are contained in the letter of appointment, acopy of which is laid and has been initialed by the Chairman for the purpose of identification

pursuant to provision of section 170 of the Act (as amended or re-enactedfrom time to time) read with rule no 17 & 18 of the Companies (Appointment and Qualification ofDirectors) Rules 2014, the appointee is directed to furnish the information to be entered in theRegister of directors and key managerial personnel and any of the Director of the Company be and ishereby severally authorized to do the necessary entries in the register and authenticate them.

pursuant to provision of section 117, 170 of the Act (as amended or re-enacted from time to time) read with rule no 18 of the Companies (Appointment and Qualification ofDirectors) Rules 2014, rule no 24 of the Companies (Management and Administration) Rules 2014 andrule no 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, andany of the director of the Company be and is hereby severally authorized to sign and file Form no DIR-12, MGT-14 & MR 1 with the Registrar within the prescribed time with necessary fees.


pursuant to provision of section 196 & 203 of the CompaniesAct 2013 (as amended orre-enacted from time to time) (hereinafter referred to as Act) the consent of the shareholders beand is hereby accorded to appoint Mr. Kalu Shankar Kamble (DIN- 01834130) as Executive Director asWhole time Key Managerial Personnel (KMP) of the Company with effect from 14thAugust, 2014 for aperiod of 3 years on the terms and conditions contained in the letter of appointment/ memorandumof understanding/appointment agreement, a copy of which is laid and has been initialed by theChairman for the purpose of identification be and is hereby approved by the shareholders. Mr.Jitnedra Gandhi ,shall perform the duties which may be performed by a KMP under the Act, and anyother duties assigned to him by the Board from time to time.

RESOLVED THAT




RESOLVED THAT

8


pursuant to provision of section 196 & 197 of the Act (as amended or re-enacted from time to time) read with Schedule IV, the appointee shall be a paid a monthlyremuneration of Rs.12,000/-p.m., details of which are contained in the letter of appointment, acopy of which is laid and has been initialed by the Chairman for the purpose of identification

pursuant to provision of section 170 of the Act (as amended or re-enactedfrom time to time) read with rule no 17 & 18 of the Companies (Appointment and Qualification ofDirectors) Rules 2014, the appointee is directed to furnish the information to be entered in theRegister of directors and key managerial personnel and any of the Director of the Company be and ishereby severally authorized to do the necessary entries in the register and authenticate them.

pursuant to provision of section 117, 170 of the Act (as amended or re-enacted from time to time) read with rule no 18 of the Companies (Appointment and Qualification ofDirectors) Rules 2014, rule no 24 of the Companies (Management and Administration) Rules 2014 andrule no 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, andany of the director of the Company be and is hereby severally authorized to sign and file Form no DIR-12, MGT-14 & MR 1 with the Registrar within the prescribed time with necessary fees.


pursuant to the provisions of section 14 of the Companies Act, 2013 (as amended orre-enacted from time to time), existing Articles of Association be replaced with new set of Articles ofAssociation in pursuance to the Table F of the Companies Act 2013 and other provisions as applicableto the Company as laid before the meeting, duly initialed by the Chairman for the purpose ofidentification be and is here adopted.

pursuant to rule no 24 of the Companies (Management andAdministration) Rules 2014, any of the Director of the Company be and is hereby authorized to do allsuch acts, deeds and things to give effect to this resolution and to do file form no MGT-14 with theRegistrar of Companies within the prescribed time and fees.




RESOLVED THAT


By Order of the Board

Managing Director

Place : Mumbai For Parab Infra Ltd.

Dated : 14thAugust, 2014

sd/-

Amrit Gandhi

DIN : 02870947

9


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

NOTES :

1. Member entitled to attend and vote is entitled to appoint a proxy to attend and vote on a poll in themeeting instead of himself and the proxy need not to be a member.

2. The instrument appointing a proxy must be deposited with the Company at its Registered Office notless than 48 hours before the meeting.

3. A person can act as proxy on behalf of Members not exceeding fifty in number and holding inaggregate not more than ten per cent of the total share capital of the Company carrying votingrights. In case of a Member holding more than ten per cent of the total share capital of the Companycarrying voting rights, such a Member may appoint a single person as proxy, who however shall notact as proxy for any other person or shareholder.

4. Members / Proxies should bring the Attendance Slip duly filled in and signed for attending themeeting. Corporate Members intending to send their authorized representatives are requested tosend duly certified copy of the Board Resolution authorizing their representatives to attend and voteat the ensuing Annual General Meeting so as to reach the Company on or before 22nd September2014.

5. In case of joint holders attending the Meeting, only such joint holder who is higher in the order ofnames will be entitled to vote.

6. 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.

7. 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,may appoint a single person as proxy, who shall not act as a proxy for any other member.

8. The register of members and share transfer books of the company will remain closed from the 20thSeptember, 2014 to the 24th September, 2014 (both days inclusive) for the purpose of annual generalmeeting.

Members are requested to notify immediately any change in their address to the Company’s Registrarand Transfer Agents viz., C-13, Pannalal Silk Mills Compound, L B S Marg,Bhandup (West), Mumbai 400078. e-mail : [email protected], Tel.: 022 - 25963838Fax : 022 - 25946969

1. The Securities and Exchange Board of India (SEBI) has mandated the submission of PermanentAccount Number (PAN) by every participant in securities market. Members holding shares inelectronic form are, therefore, requested to submit the PAN to their Depository Participants withwhom they are maintaining their demat accounts. Members holding shares in physical form cansubmit their PAN details to the Company.

2. Shareholders who are still holding physical share certificate(s) are advised to dematerialize theirshareholding to avail the benefits of dematerialization.

3. The Company has its shares listed on Bombay Stock Exchange Limited, and also listed on MadhyaPradesh Stock Exchange (presently suspended).

Link Intime India Pvt. Ltd.

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4. As part of the Companies (Management and Administration) Rules, 2014 Companies are allowed tosend official documents through electronic mode. We, therefore, appeal to the members to registertheir name in getting the said documents in electronic mode and to record/ intimate changes thereinby sending an email giving their Registered Folio No. and/or DP Id/Client Id to the dedicated e mailaddress at [email protected].

5. 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 12th September 2013.

6. As required by Clause 49 of the Listing Agreement, the particulars of Directors who are proposed tobe appointed are given below:

By Order of the Board

Place : Mumbai For Parab Infra Ltd.

Dated : 14thAugust, 2014

sd/-

Amrit Gandhi

DIN : 02870947

Managing Director

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Name

Age

Qualification

Nature ofExpertise

Experience

Name of theCompaniesin which alsoholds Directorship

Name of theCompanies incommittees ofwhich also holdsMembership/Chairmanship

Shareholdingin the Company

Mr.JitendraGandhi

Mr.Kalu ShankarKamble

Mr.RichieFredicson

Ms.RohiniSehgal

Mr.Shakil AhmedGulam Bilali

FinancialMarket &Real Estate

1) ParabFinancialConsultantPvt Ltd

2) AcelightHospitalityVenturesPvt Ltd

3) P and RMercantilePvt Ltd

4) Cementex(I) Pvt Ltd.

Mr.AmritGandhi

42

B.Com.

16 Years

N.A.

1.96%

CivilContracts &Marketing

1) ParabFinancialConsultantPvt Ltd

39

B.Com.

14 Years

N.A.

0.74%

45

SSC

Real Estate &Marketing

1) Ace Housing&ConstructionLimited

17 Years

-

-

N.A.

N.A.

N.A.

N.A.

N.A.

N.A.

N.A.

N.A.

N.A.

25

Marketing&

Programming

24

Marketing& Finance

49

SSC

Real Estate

B.Sc. B.Com.

3 Years 2 Years 18 Years

E-VOTING

1. Voting through electronic means :

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

(i) According to section 108 of Companies Act, 2013, read with Rule 20 of Companies (Management andAdministration) Rules, 2014 e-voting is mandatory for all listed Companies or Companies havingShareholders 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 Services 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) The e-Voting shall remain open from 18th September, 2014 (9.00 a.m.) till 20th September, 2014(6.00 p.m.).

(vi) *E-Voting shall be completed three days prior to the date of Annual General Meeting which isscheduled to be held on 24th September 2014.

(vii) The Board of Directors at their meeting have appointed Ms. Divya Momaya, Proprietor of M/s D.S.Momaya & Co, Company Secretaries as the scrutinizer for e-Voting to unblock the votes in favour oragainst, if any, and to report forthwith to the Chairman. The scrutinizer will be responsible toconduct e-Voting in a fair and transparent manner.

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

(i) Log on to the e-voting website www.evotingindia.com

(ii) Click on “Shareholders” tab.

(iii) Now, select the “COMPANY NAME” from the drop down menu and click on “SUBMIT”

(iv) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on anearlier voting of any company, then your existing password is to be used.

12


(vii) If you are a first time user follow the steps given below:

(ix) After entering these details appropriately, click on “SUBMIT” tab.

(x) Members holding shares in physical form will then reach directly the Company selection screen.However, members holding shares in demat form will now reach ‘Password Creation’ menu whereinthey are required to mandatorily enter their login password in the new password field. Kindly notethat this password is to be also used by the demat holders for voting for resolutions of any othercompany on which they are eligible to vote, provided that company opts for e-voting through CDSLplatform. It is strongly recommended not to share your password with any other person and takeutmost care to keep your password confidential.

(xi) For Members holding shares in physical form, the details can be used only for e-voting on theresolutions contained in this Notice.

(xii) Click on the EVSN for the relevant Parab Infra Limited on which you choose to vote.

(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option“YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assentto the Resolution and option NO implies that you dissent to the Resolution.

(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation boxwill be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on“CANCEL” and accordingly modify your vote.

(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

13


For Members holding shares in Demat Form and Physical Form

PAN

DOB

DividendBankDetails

(viii) Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicablefor both demat shareholders as well as physical shareholders)

• Members who have not updated their PAN with the Company/Depository Participantare requested to use the first two letters of their name and the last 8 digits of thedemat account/folio number in the PAN field.

• In case the folio number is less than 8 digits enter the applicable number of 0’s beforethe number after the first two characters of the name in CAPITAL letters. Eg. If yourname is Ramesh Kumar with folio number 100 then enter RA00000100 in the PANfield.

Enter the Date of Birth as recorded in your demat account or in the company records for thesaid demat account or folio in dd/mm/yyyy format.

Enter the Dividend Bank Details as recorded in your demat account or in the companyrecords for the said demat account or folio.

• Please enter the DOB or Dividend Bank Details in order to login. If the details are notrecorded with the depository or company please enter the number of shares held byyou as on the cut off date in the Dividend Bank details field.

(xvii) You can also take out print of the voting done by you by clicking on “Click here to print” option on theVoting page.

(xvii) If Demat account holder has forgotten the changed password then Enter the User ID and the imageverification code and click on Forgot Password & enter the details as prompted by the system.

(xix) Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on tohttps://www.evotingindia.co.in and register themselves as Corporates.

• They should submit a scanned copy of the Registration Form bearing the stamp and sign of the entityto [email protected].

• After receiving the login details they have to create a user who would be able to link the account(s)which they wish to vote on.

• The list of accounts should be mailed to [email protected] and on approval of theaccounts they would be able to cast their vote.

• They should upload a scanned copy of the Board Resolution and Power of Attorney (POA) which theyhave issued in favour of the Custodian, if any, in PDF format in the system for the scrutinizer to verifythe same.

• Please follow all steps from sl. no. (i) to sl. no. (xvii) above to cast vote.

• The voting period begins on 18th September (9.00A.M.) and ends on 20th September(6.00A.M.)During this period shareholders’ of the Company, holding shares either in physical form or indematerialized form, as on the cut-off date of 22nd August 2014, may cast their vote electronically.The e-voting module shall be disabled by CDSL for voting thereafter.

In case you have any queries or issues regarding e-voting, you may refer the Frequently AskedQuestions (“FAQs”) and e-voting manual available at www.evotingindia.co.in under help section orwrite an email to [email protected].

(xx) The e-Voting period commences on 18th September, 2014 (9.00 a.m.) and ends on 20th September,2014 (6.00 p.m.). During this period shareholders’ of the Company, holding shares either in physicalform or in dematerialized form, as on the cut-off date of i.e. August 22nd , 2014, 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.

(xxi) The voting rights of Shareholders shall be in proportion to their shares of the paid up equity sharecapital of the Company as on,August 22nd, 2014.

(xxii) 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 August 22nd, 2014 and not casting their vote electronically, may casttheir vote at theAnnual General Meeting.

(xxiii) 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, if

In case of members receiving the physical copy :

14


any, forthwith to the Chairman of the Company.

(xxiv) 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 websitepachelienterprise.com and on the website of CDSL within two(2) days of passing of the resolutions atthe Annual General Meeting of the Company on 24th September, 2014 and communicated to the BSELimited.

15


STATEMENT ANNEXED TO THE NOTICE

(Pursuant to section 102 of the Companies Act, 2013 read with Commencement Notification ofCompanies Act 2013 dated 12th September 2013)

Mr. Jitendra Gandhi was appointed as an Additional Director by the Board of Director w.e.f. 12thFebruary, 2014 in accordance with the provisions of Section 260 of the Companies Act, 1956.Pursuant to Section 260 of the Companies Act, 1956 & section 161 of the companies Act 2013 theabove director holds office up to the date of the ensuing Annual General Meeting. In this regard theCompany has received request in writing from a member of the company proposing his candidaturefor appointment as Director of the Company. The Board feels that presence of Mr. Jitendra Gandhion the Board is desirable and would be beneficial to the company and hence recommend resolutionNo. 5 for adoption. None of the Directors, except Mr. Amrit Gandhi and Mr. Jitendra Gandhi isconcerned or interested in this resolution. The Board recommends resolutions under Item No. 5 tobe passed as ordinary resolution.

Mr. Jitendra Gandhi was appointed as Whole Time Director in the capacity of Chief Financial Officeras Whole time Key Managerial Personnel (KMP) in the meeting of Board of Directors on 14th August2014 for a period of 3 years, subject to approval of shareholders. The Nomination and RemunerationCommittee has identified Mr.Jitendra Gandhi as the qualified candidate for the post of Whole TimeDirector & Chief Financial Officer and has recommended his appointment to the Board of Directors.The Board of Directors recommends to appoint Mr. Jitendra Gandhi as the Whole Time Director &Chief Financial Officer on the terms and conditions as set out in his appointment letter and asmutually agreed between the appointee and the Company.

The Board is hopeful that vast experience of Mr. Jitendra Gandhi will benefit the Company to achievehigher results and overall growth of the Company. The Board recommends the proposed resolutionNo. 13 for your approval as Special Resolution. Except Mr. Jitendra Gandhi and Mr.Amrit Gandhi, noother director is interested in the resolution

Mr. Kalu Shankar Kamble was appointed as anAdditional Director by the Board of Director w.e.f. 27thSeptember, 2013 in accordance with the provisions of Section 260 of the Companies Act, 1956.Pursuant to Section 260 of the Companies Act, 1956 & section 161 of the Companies Act 2013 theabove director holds office up to the date of the ensuing Annual General Meeting. In this regard theCompany has received request in writing from a member of the company proposing his candidaturefor appointment as Director of the Company. The Board feels that presence of Mr. Kalu ShankarKamble on the Board is desirable and would be beneficial to the company and hence recommendresolution No. 6 for adoption. None of the Directors, except Mr. Kalu Shankar Kamble is concernedor interested in this resolution. The Board recommends resolutions under Item No. 6 to be passed asordinary resolution.

Mr. Kalu Shankar Kamble was appointed in the capacity as Executive Director as Whole time KeyManagerial Personnel (KMP) in the meeting of Board of Directors on 14thAugust 2014 for a period of 3years, subject to approval of shareholders. The Nomination and Remuneration Committee hasidentified Mr. Kalu Shankar Kamble as the qualified candidate for the post of Executive Director asWhole time Key Managerial Personnel (KMP) and has recommended his appointment to the Board ofDirectors. The Board of Directors recommends to appoint Executive Director as Whole time KeyManagerial Personnel (KMP) on the terms and conditions as set out in his appointment letter and asmutually agreed between the appointee and the Company.

ITEM NO.5 & 13

ITEM NO.6 & 14

16


The Board is hopeful that vast experience of Mr. Kalu Shankar Kamble will benefit the Company toachieve higher results and overall growth of the Company. The Board recommends the proposedresolution No. 14 for your approval as Special Resolution. Except Mr. Kalu Shankar Kamble, no otherdirector is interested in the resolution

Mr. Amrit Gandhi was appointed as an Additional Director by the Board of Director w.e.f. 27thSeptember, 2013, in accordance with the provisions of Section 260 of the Companies Act, 1956.Pursuant to Section 260 of the Companies Act, 1956 & section 161 of the companies Act 2013 theabove director holds office up to the date of the ensuing Annual General Meeting. In this regard theCompany has received request in writing from a member of the company proposing his candidaturefor appointment as Director of the Company. The Board feels that presence of Mr. Amrit Gandhi onthe Board is desirable and would be beneficial to the company and hence recommend resolution No.7 for adoption. None of the Directors, except Mr. Amrit Gandhi and Mr. Jitendra Gandhi isconcerned or interested in this resolution. The Board recommends resolutions under Item No. 7 tobe passed as ordinary resolution.

Further Mr.Amrit Gandhi was also appointed as Managing Director in the capacity as Chief ExecutiveOfficer as Whole time Key Managerial Personnel (KMP) in the meeting of Board of Directors on 12thFebruary 2014 for a period of 3 years, subject to approval of shareholders. Now in the Meeting heldon 14thAugust 2014 he has been designated as the KMP and CEO of the Company. The Nomination andRemuneration Committee has identified Mr. Amrit Gandhi as the qualified candidate for the post ofManaging Director & CEO and has recommended his appointment to the Board of Directors. TheBoard of Directors recommends to appoint Mr. Amrit Gandhi as the Managing Director & CEO on theterms and conditions as set out in his appointment letter and as mutually agreed between theappointee and the Company. This also will comply with the provisions of section 149 read withCompanies (Appointment and Qualification of Directors) Rules, 2014.

The Board is hopeful that vast experience of Mr. Amrit Gandhi will benefit the Company to achievehigher results and overall growth of the Company. The Board recommends the proposed resolutionNo. 12 for your approval as Special Resolution. Except Mr. Amrit Gandhi and Mr. Jitendra Gandhi, noother director is interested in the resolution.

Mr. Shakil Ahmed Gulam Bilali was appointed as anAdditional Director by the Board of Director w.e.f.12th February, 2013, in accordance with the provisions of Section 260 of the Companies Act, 1956.Pursuant to Section 260 of the Companies Act, 1956 & section 161 of the companies Act 2013 theabove director holds office up to the date of the ensuing Annual General Meeting. In this regard theCompany has received request in writing from a member of the company proposing his candidaturefor appointment as Director of the Company. The Board feels that presence of Mr. Shakil AhmedGulam Bilali on the Board is desirable and would be beneficial to the company and hence recommendresolution No. 8 for adoption. None of the Directors, except Mr. Shakil Ahmed Gulam Bilali isconcerned or interested in this resolution. The Board recommends resolutions under Item No. 8 tobe passed as ordinary resolution.

Mr. Shakil Ahmed was re-appointed as Independent Director in the meeting of Board of Directors on14thAugust 2014 for a period of five years, subject to approval of shareholders. The Nomination andRemuneration Committee has identified Mr. Shakil Ahmed as the qualified candidate for the post ofIndependent Director and has recommended his appointment to the Board of Directors. The Board ofDirectors recommends to appoint Mr. Shakil Ahmed as the Independent Director. Further, theIndependent Director shall not be liable to retire by rotation.

ITEM NO.7 & 12

ITEM NO. 8 & 11

17


The Board recommends resolutions under Item No. 11 for your approval as an Ordinary resolution.Except Mr. ShakilAhmed, no other director is interested in the resolution.

The Company proposes to appoint Mr. Richie Fredicson Sahaya as Non Executive Director in thecapacity of Independent Director who will bring more independent judgment to the decisions takenby the Board of Directors. The Company has received requisition from some of the members of theCompany proposing candidature of Mr. Richie Fredicson Sahaya as the Non Executive IndependentDirector of the Company along with a cheque for an amount of Rs. 1,00,000/- towards deposit whichwill be returned if the Director is appointed by the shareholders in theAGM.

The Nomination and Remuneration Committee has identified Mr. Richie Fredicson Sahaya as thequalified candidate for the post of Independent Director and has recommended his appointment tothe Board of Directors. The Board of Directors recommends to appoint Mr. Richie Fredicson Sahaya asthe Independent Director. Further, the Independent Director shall not be liable to retire by rotation.

None of the Directors, except Mr. Richie Fredicson Sahaya is concerned or interested in thisresolution. The Board recommends resolutions under Item No. 9 to be passed as ordinary resolution

The Company proposes to appoint MS. Rohini Sehgal as Non Executive Director in the capacity ofIndependent Director who will bring more independent judgment to the decisions taken by the Boardof Directors. The Company has received requisition from some of the members of the Companyproposing candidature of MS. Rohini Sehgal as the Non Executive Independent Director of theCompany along with a cheque for an amount of Rs. 1,00,000/- towards deposit which will bereturned if the Director is appointed by the shareholders in theAGM.

The Nomination and Remuneration Committee has identified MS. Rohini Sehgal as the qualifiedcandidate for the post of Independent Director and has recommended her appointment to the Boardof Directors. The Board of Directors recommends to appoint MS. Rohini Sehgal as the IndependentDirector. Further, the Independent Director shall not be liable to retire by rotation.

None of the Directors, except MS. Rohini Sehgal is concerned or interested in this resolution TheBoard recommends resolutions under Item No. 10 to be passed as ordinary resolution

The existing Articles of Association (“AOA”) are based on the Companies Act, 1956 and severalregulations in the existing AOA contain references to specific sections of the Companies Act, 1956and some regulations in the existing AOA are no longer in conformity with the Act. With the cominginto force of the Companies Act, 2013, several regulations of the existing AOA of the Companyrequire alteration or deletions in several articles. Given this position, it is considered expedient towholly replace the existingAOAby a new set ofArticles.

ITEM NO. 9

ITEM NO. 10

ITEM NO.15

For and on Behalf of the Board

Place : Mumbai

sd/-

Amrit Gandhi

DIN : 02870947

Managing Director

18


DIRECTOR'S REPORT TO THE SHARE HOLDERS

TO,

The Member of

PARAB INFRALIMITED

(Formerly known as Pacheli Enterprises Limited)

1) FINANCIALPERFORMANCE :

2) PERFORMANCE & RESULTS:

3) DIVIDEND :

4) DIRECTORS :

Your Directors are pleased to present their Annual Report of the Company with the Audited Accounts for theperiod ended 31st March 2014.

The operations of the Company for the year under review have resulted in the gross profit of Rs.72,70,012/- as against Rs. 3,40,639/- in the previous year. After providing for interest, depreciation andtaxes, the Company has recorded a net profit of Rs. 46,41,512/- as against Rs. 2,77,639/- in the previousyear. The gross revenue stood at Rs. 8,93,021/- as against loss of Rs. 37,48,491/- during the previous year.

During the year under review, the Company changed its name from Pacheli Enterprises Limited to ParabInfra Limited pursuant to approval of shareholders in the EOGM held on 14th December 2013 andCertificate of Incorporation consequent upon change of name was issued on 7th January 2014.

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.

• Shri Ramesh Khetan, Director of the Company, retires by rotation has expressed his unwillingness to getre-appointment.

• Shri Brijesh Maurya, Director of the Company retires by rotation has expressed his unwillingness to getre-appointment.

Amount in Rs.

19


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

2013 - 2014

72,70,012

Nil

(4,00,000)

68,70,012

(22,28,500)

46,41,512

(37,48,491)

8,93,021

2012 - 2013

3,40,639

Nil

Nil

3,40,639

(63,000)

2,77,639

(40,26,130)

(37,48,491)

• Mr. Jitendra Gandhi (DIN- 06441725) was appointed as anAdditional Director of the Company by the Boardof Directors w.e.f. 12th February, 2014 is appointed as Director of company. Further he is proposed to beappointed as Whole Time Director in the capacity as Chairman and Chief Financial Officer as Whole timeKey Managerial Personnel (KMP).

• Mr. Kalu Kamble (DIN- 01834130)who was appointed as an Additional Director of the Company by theBoard of Directors w.e.f. 27th September, 2013 be appointed as Director of company. Further he isproposed to be appointed as Executive Director as Whole time Key Managerial Personnel (KMP).

• Mr. Amrit Gandhi (DIN- 02870947) who was appointed as an Additional Director of the Company by theBoard of Directors w.e.f. 27th September, 2013 be appointed as Director of company. Also he wasappointed as the Managing Director of the Company w.e.f. 12th February 2014. Further he is proposed tobe re-designated as Chief Executive Officer as Whole time Key Managerial Personnel (KMP).

• Mr. Shakil Ahmed Gulam Bilali (DIN- 06790655) who was appointed as an Additional Director of theCompany by the Board of Directors w.e.f. 12th February, 2014 be appointed as Director in the capacity ofIndependent Director of company.

• Mr. Richie Fredicson for whom company has received notice from shareholders proposing his candidaturefor the post of Director be appointed as Independent director on the Board of the Company for a period of5 years.

• Ms. Rohini sehgal for whom company has received notice from shareholders proposing her candidaturefor the post of Director be appointed as Independent director on the Board of the Company for a period of5 years.

• Further, During the Year under review, Mr. Vijay Pandhare and Ms. Vidya Chalke resigned from the Board ofDirectors of the Company due to their pre-occupancies. The Board places its sincere appreciation for thetime and efforts given by these Directors during the tenure of their Directorship.

M/s. Gowadia & Co the retiring Auditors expressed their unwillingness to be re-appointed as Auditors ofthe Company.

Your Directors propose appointment of M/s D J N S & Associates, Chartered Accountants, whoseappointment as been duly approved by the Audit Committee and who shall hold office from theconclusion of this meeting till the conclusion of the third Annual General Meeting, with this meetingbeing counted as the first meeting and will be subject to ratification in every Annual General Meeting tillthe sixth Annual General meeting by way of passing of an ordinary resolution and to fix theirremuneration.

Also a certificate under Rule 4 of the Companies (Audit and Auditors) Rules, 2014 has been received fromthe Auditors to the effect that the Auditor is eligible for appointment and is not disqualified forappointment under theAct, the CharteredAccountantsAct, 1949 and the rules or regulations made thereunder and proposed appointment is within the limits laid down by or under the authority of theAct.

The Auditors’ Report to the shareholders on the Accounts of the Company for the Financial year endedMarch 31, 2014 and statements made therein are self- explanatory. Hence do not call for any comments /clarifications of the Board.

A detailed analysis of your Company's Performance is discussed in Management Discussion and AnalysisReport which forms part of thisAnnual Report.

5) AUDITORS :

6) AUDITORS' REPORT :

7) BUSINESS PERFORMANCE / FINANCIALOVERVIEW :

20


8) DEPOSITORY SYSTEM :

9) FUTURE PROSPECTS :

10) COMPANY SECRETARYAS THE KEY MANAGERIALPERSONNEL

11) CORPORATE GOVERNANCE PHILOSOPHY

12) REQUIREMENTS OF SECTION 217 OF THE COMPANIESACT, 1956

13) PUBLIC DEPOSITS

14) DIRECTORS RESPONSIBILITY STATEMENT

15) DISCLOSURE OF MATERIAL CHANGES SINCE THE END OF THE FINANCIAL YEAR ENDED 31ST MARCH,

2014

The equity shares of the Company are available for dematerialization through Depository participants,on both the Depositories viz. National Securities Depository Ltd. (NSDL) and Central Depository Services(India) Ltd. (CDSL).

The Company has made investments in residential segment and Construction work of residential units isin full swing. Further, Management is taking its full efforts to bag new projects in the construction andinfrastructure in Mumbai which will help company to improve its bottom line. This nexus would go a longway to strengthen the Company’s financial position and its foot prints in infrastructure developmentbusiness.

Pursuant to provisions of section 203, the Company is putting its efforts to appoint whole time CompanySecretary who will act as the Key Managerial Personnel under the provisions of CompaniesAct 2013.

Your Company believes that Corporate Governance is a voluntary code of self-discipline. In line with thisphilosophy, it follows healthy Corporate Governance practices and reports to the shareholders theprogress made on the various measures undertaken. As required under clause 49 of the listing Agreementwith the stock exchanges the report on “Corporate Governance” together with the Auditor's certificateregarding compliance of the code of Corporate Governance is annexed herewith.

• The Company has no employees covered under section 217(2A) of CompaniesAct, 1956.

• The directors responsibility statement setting out the compliance with the accounting and Financialreporting requirements specified under section 217(2AA) of the companies Amendment Act, 2001 inrespect of the financial statement is annexed to this report.

• Provisions of section 217(1)(e) of CompaniesAct, 1956 are not applicable to the company.

Your Company has not accepted any deposits within the meaning of provision under section 58 A of theCompaniesAct, 1956 from the public during the year ended on 31st March, 2014.

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representationreceived from the Operating Management and after due enquiry, confirm that:

• In the Preparation of theAnnualAccounts, the applicable accounting standard have been followed;

• They Directors have selected such accounting policies and made judgments and estimates that arereasonable and prudent so as to give a true fair view of the state of affairs of the Company at the end ofthe financial year and profit of the Company for that period:

• Proper and sufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provision of the CompaniesAct, 1956 for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities;

• TheAnnualAccounts have been prepared on a going concern basis.

There has not been any material change in the nature of business or operation of the Company since the

21


end of the financial year ended 31st March, 2014 till the date of thisAnnual Report.

The Listing Fees for Financial Year 2014-15 has been duly paid to the Bombay Stock Exchange Limited.

16)LISTING :


Place : Mumbai

Dated : 14th August, 2014 sd/-

Amrit Gandhi

DIN : 02870947

Managing Director

17) ACKNOWLEDGEMENT :

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.

22


Stock Exchange Address

THE BOMBAY STOCK EXCHANGE 25th Floor, Phiroze Jee Jee Bhoy Towers,Dalal Street, Mumbai - 400 001

MADHYA PRADESH STOCK EXCHANGE 201, 'Palika Plaza', Phase-II,M.T.H. Compound, Indore - 452 001, (MP)

REPORT ON CORPORATE GOVERNANCE

Your Directors submit their report on the Corporate Governance of the Company for the Financial Year 2013-14.

• Parab Infra Limited marks its Corporate Governance with the prevalent practices and it confirms themandatory requirements.

• The Company’s vision is to maximize shareholders value and compliance & adherence to regulatoryprocedures, implicit rules & voluntary practices.

• The Company’s philosophy on Corporate Governance is founded on transparent governance practices tosafeguard the interest of investors, stakeholders and society at large.

• The Company has adopted the code of conduct for prevention of insider trading and code of corporatedisclosure practices in pursuance to the SEBI regulation in this regard.

Based on recommendation received from the Audit Committee, the Board of Directors at their meetingheld on 14th August, 2014 appointed D. S. Momaya & Co., Company Secretaries, Navi Mumbai as aSecretarial Auditor of the Company under section 138 (Rule 10) of the Companies Act, 2013 for thefinancial year 2014-15. The Company is in the process of appointing InternalAuditors of the Company.

• Composition of the Board

As on 31st March, 2014, The Board of your Company consists of six members, three Members hold Non-Executive positions. And all three Non- Executive Directors are Independent. The Company has anExecutive Chairman, and thus, more than 50% of the total number of Directors is Independent. Themanagement of the Company is headed by the Chairman & Managing Director who operates under thesupervision and control of the Board. The Board reviews and approves strategy and oversees the actionsand results of management to ensure that the long-term objectives of enhancing stakeholder value aremet. The composition of the Board is in conformity with Clause 49 of the ListingAgreement, with the stockexchange.

COMPANY PHILOSOPHY ON CORPORATE GOVERNANCE

SECRETARIAL& INTERNALAUDITORS

BOARD OF DIRECTORS

Number of Board Meetings attended and number of other Companies or Committees the Director is aDirector / Member / Chairman of :

23


Sr.No.

1.

2.

3.

4.

5.

6.

Name of Directors

Mr.Amrit Gandhi

Mr.Ramesh Kumar Khetan

Mr.Brijesh Maurya

Mr.Shakil Ahmed Gulam Bilali

Mr.Kalu Shankar Kamble

Mr.Jitendra L Gandhi

Designation

Executive Director

Executive Director

Executive Director

Director (Non Executive - Independent)



During the year under review, seven Board Meetings were held as under:

12/04/2013, 15/05/2013, 30/05/2013, 12/08/2013, 27/09/2013, 13/11/2013, 12/02/2014

1. Mrs.Amrit Gandhi has been appointed as additional director & Managing Directors on 27th September, 2013and was further appointed as Managing Director w.e.f. 12th February 2014 and Board of directors proposeto appoint Mr. Amrit Gandhi as Chief Executive Officer and Managing Director as KMP in the upcoming AGMw.e.f.14thAugust 2014 for a term of 3 years.

2. Mr. Brijesh maurya, a Director liable to retire by rotation, who does not seek reelection, be not re-appointed as the director of the Company.

3. Mr. Jitendra Gandhi was appointed as Additional Director on 12th February, 2014 and Board of directorpropose to appoint Mr. Jitendra Gandhi as Whole time Director in the capacity of chairman and ChiefFinancial Officer as KMP in the upcomingAGM w.e.f 14thAugust 2014 for a term of 3 years.

4. Mr. Ramesh Khetan Director liable to retire by rotation, who does not seek reelection, be not re-appointedas the director of the Company.

5. Mr. Kalu Shankar Kamble was appointed as Additional Directors on 27th September, 2013 and Board ofDirectors proposes to appoint Mr. Kalu Shankar kamble as Executive Director in the capacity of KMP.

6. Mr. Shakil Ahmed was appointed as Additional Director on 12th February, 2014 and Board of directorpropose to appoint as Director in the capacity of Independent Director for a term of Five Years pursuant toprovisions of the New CompaniesAct 2013 w.e.f.14thAugust 2014.

7. Mr. Vijay Pandhare and Mrs. Vidya Chalke resigned from the Board of Directors on 10th February 2014.

NOTES:

24


Name ofDirectors

Mr.Amrit Gandhi

Mr.Brijesh Maurya

Mr.Jitendra L Gandhi

Mr.Ramesh Kumar Khetan

Mr.Kalu Shankar Kamble

Mr.Shakil Ahmed

Mr.Vijay Pandhare

Ms. Vidya Chalke

7

6

1

4

7

1

5

5

No. ofBoard

MeetingsAttended

Attendanceat last

Annual GeneralMeeting

Number of othersCompanies in whichDirector / Chairman

Yes

No

NA

No

Yes

No

No

Yes

Nil

Nil

Nil

2

1

Nil

2

Nil

Number of othersCommittee inwhich Member

Nil

Nil

Nil

Nil

Nil

Nil

3

Nil

COMMITTEES OF THE BOARD

Audit Committee :

Composition:

Note :

Terms of Reference:

Role of theAudit Committee :

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 292A of theCompaniesAct, 1956.

As on 31st March, 2014, there are two members in the Audit Committee and both the directors areNon-executive Independent Directors. All the members of Audit 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:

Mrs. Vidya Chalke ceased to be director of the Company due to her resignation w.e.f 10th February 2014and thereby ceased to be the member of theAudit Committee w.e.f. 10th February 2014.

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

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

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

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

5. Scrutiny of inter-corporate loans and investments;

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

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

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

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

The role of theAudit Committee shall include the following:

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

25


Name of the Director

Mr.Ramesh Khetan

Sr.No. Category

1 Independent,Non Executive

Mr.Brijesh Maurya2

Designation

Independent,Non Executive

Chairman

Member

• 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. Reviewing, with the management, the statement of uses / application of funds raised through an issue(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes otherthan those stated in the offer document / prospectus / notice and the report submitted by the monitoringagency monitoring the utilization of proceeds of a public or rights issue, and making appropriaterecommendations to the Board to take up steps in this matter;

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

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. 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

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

15. 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;

16. 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;

17. 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;

18. To review the functioning of the Whistle Blower mechanism;

19. 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

26


Meetings

NOMINATIONAND REMUNERATION COMMITTEE

The Composition, names of members and Chairperson :

Terms of Reference :

Number of Nomination & Remuneration Committee Meetings held and the dates :

During the year under review, 4Audit Committee meetings held on

30th May, 2013

12thAugust, 2013,

13th November, 2013,

12th February,2014

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

Remuneration Committee which is one of the non- mandatory Clauses of the Listing agreement has beenconstituted by your Company.

As per the provisions of section 178 Companies Act 2013, the Board of Directors of the Company hasconstituted Nomination & Remuneration Committee in their meeting held on 14thAugust 2014.

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

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

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

5. Formulation of 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. Formulation of criteria for evaluation of Independent Directors and the Board;

7. Devising a policy on Board diversity;

8. Identifying 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.

During the Year under review, as there was no Nomination and Remuneration Committee constitutedhence no meetings were not held.

�

�

�

�

27


Shareholders / Investors Grievance Committee

The Composition, names of members and Chairperson

Note:

Terms of Reference :

Status of Complaints received during theAccounting year ended 31st March, 2014

The Company’s Shareholders Grievance Committee consists of following member:

Mr. Vijay Pandhare ceased to be director of the Company due to his resignation w.e.f 10th February 2014and thereby ceased to be the member of the Committee w.e.f. 10th February 2014.

On 14th August, 2014 the Board renamed Share Transfers And Investors/Shareholders GrievanceCommittee as Stakeholders Relationship Committee in terms of the provisions of Companies Act 2013read with revised Clause 49 of the ListingAgreement.

• To consider and resolve the grievances of security holders of the company.

• To redress / resolve complaints related to transfer of shares, non-receipt of balance sheet, non-receiptof declared dividends etc.

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. Detail of complain received and solved during the year is asfollows:-

There were no pending complaints as well as share transfer proposal as on March 31, 2014.

During the year, the company resolved all the complaints within the time frame prescribed by the SEBI/StockExchanges except the disputed matters.

Number of Shareholders Grievance Committee Meetings held and the dates :

There are four meeting of Shareholders Grievance Committee in the year under review.

30th May, 2013

12thAugust, 2013,

13th November, 2013,

12th February,2014

�

�

�

�

28


Name of the Director

Mr.Ramesh Khetan

Sr.No. Category

1 Independent,Non Executive

Mr.Brijesh Maurya2

Designation

Independent,Non Executive

Chairman

Member

Nature of Complaints

Relating to Transfer, Transmission etc.

Received

7

Resolved

7

Pending

0

Mr. Vaibhav Shah is the Compliance Officer for complying with the requirements of SEBI Regulations, and theListing Agreement with the Stock Exchanges in India. His correspondence and other contact details are asfollows:

Name and Designation of Compliance Officer:

M- 101, Shweta Park CHS,

Road No. 2,Daulat Nagar,

Mumbai – 400066, Tel – 022-28951030

The Company does not have any subsidiary as on 31st March, 2014.

There were no materially significant related party transactions during the financial year 2013-14, 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 follows Accounting Standards issued by the Institute of Chartered Accountants of India andin the preparation of financial statements, the Company has not adopted a treatment different from thatprescribed in anyAccounting Standards.

The Company has raised proceeds Rs. 7,20,00,000 from the preferential issue during the year underreview and funds have been utilised for the purpose for which they were raised.

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

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 therequirements of Listing Agreement as well as SEBI regulations. No penalties were imposed or stricturespassed against the Company by the stock Exchanges, SEBI or any other statutory authority during the lastthree 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.

Mr. Vaibhav Shah

DISCLOSURES:

(a) Subsidiary Companies

(b) Disclosure on Materially Significant Related Party Transactions

(c) Disclosure ofAccounting Treatment

(d) Proceeds from Public Issue/ Preferential Issue

(e) Management Discussion andAnalysis Report

(f) Profile of Directors SeekingAppointment / Re-appointment

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

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

of Clause 49 of the ListingAgreement :

1. Separate posts of Chairman and CEO :

(i) Whistle Blower Policy & Vigil Mechanism :

29


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 to the Ombudsman. (Mr. ShakilAhmed, Independent Director of the company).

The framework of the policy strives to foster responsible and secure whistle blowing. This policy shouldbe read 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: www.pachelienterpriseltd.com along with the websites of the Stock Exchange:www.bseindia.com.

MEANS OF COMMUNICATION :

GENERALBODY MEETINGS

Details of the General Meeting

30


Year Type Time

2013-2014

2013-2014

2012-2013

2011-2012

2012-2013

2011-2012

2010-2011

EGM

EGM

AGM

AGM

CourtConvenedMeeting

EGM

AGM

Location

RegisteredOffice

RegisteredOffice

RegisteredOffice

RegisteredOffice

RegisteredOffice

RegisteredOffice

RegisteredOffice

Date

14.12.2013

11.06.2013

27.09.2013

29.09.2012

22.05.2012

18.02.2012

02.09.2011

9.30 am

9.30 am

11.00 am

11.30 am

11.00 am

11.30 am

11.00 am

Resolution Passed

Change of Name ofthe Company

Issue of Shares onPreferential Basis

NIL

Alteration of AOA forincrease ofAuthorised Capital

For Reduction ofShare Capital and forapproval of schemeu/s 391 and 394

For Reduction ofShare Capital andfor Preferential Issueof Shares

Increase in Borrowingpowers

CEO/CFO Certification:

Buy-Back Of Shares:

GENERALSHAREHOLDERS' INFORMATION:

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

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

31


Annual General Meeting

Financial Calendar

Date of Book Closure

Listing on Stock Exchanges

ISIN Number for CDSL/NSDL

BSE Scrip Code

Registrar and Transfer Agents

Registered Office

Date : 24th September, 2014.

Time : 11.00 A.M.

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

a) 1st Quarter Results - within 45 days from the end of theQuarter

b) 2nd Quarter Results- within 45 days from the end ofthe Quarter

c) 3rd Quarter Results - within 45 days from the end ofthe Quarter

d) 4th Quarter Results - within 60 days from the end ofthe Quarter

20th September 2014 to 24th September 2014.(both daysinclusive)

The Bombay Stock Exchange Limited

Madhya Pradesh Stock Exchange Limited

513359

Link Intime India Pvt. Ltd. ,C-13, Pannalal Silk MillsCompoumd, L.B.S. Marg, Bhandup(W),Mumbai,Maharashtra,400078

Phone- 022-25946970-78,25963838,25960320

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

INE713M01023

1)

2)

3)

4)

5)

6)

7)

8)

INVESTOR CORRESPONDENCE :

STOCK MARKET DATA:

All shareholders complaints/queries in respect of their shareholdings may be addressed to M-101, 1stFloor,Shweta Park Co-op. Hsg. Soc, Road No. 2 Daulat Nagar,Borivali (East), Mumbai 400066.

Queries relating to financial statements, the company's performance etc. may be addressed to Head-InvestorRelation, Regd. Office Address : M-101, 1st Floor,Shweta Park Co-op. Hsg. Soc, Road No. 2 Daulat Nagar,Borivali(East), Mumbai 400066.

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 the year 2013-2014 is as under:

32


Month

April 2013

May 2013

June 2013

July 2013

August 2013

September 2013

October 2013

November 2013

December 2013

January 2014

February 2014

March 2014

High (Rs.)

54.45

69.45

84.30

154.35

204.90

237.10

232.50

240.00

261.00

255.00

253.75

270.00

Low (Rs.)

44.90

57.15

72.90

88.50

126.00

215.10

220.00

222.00

236.60

236.95

251.05

238.00

Close

54.45

69.45

84.30

154.35

204.90

231.25

227.00

237.15

249.00

252.70

252.55

252.75

Distribution Of ShareholdingAs On 31.03.2014 :

Shareholding pattern as on 31.03.2014 is as follows

Total Number of shares dematerialized as on 31st March 2014

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

Risk Management

As on 31st March, 2014, 92.43% of the Total Equity Shares Capital was held in dematerialized form with theNational Securities Depository Limited (NDSL) and Central Depository Services (India) Limited (CDSL).

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

As on 31st March, 2014, the Company did not have any outstanding convertible instruments likely to impact theShare Capital of the Company.

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.

33


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

18,744

30

20

16

16

14

93

100

19033

Percentage ofShareholders

98.4816

0.1576

0.1051

0.0841

0.0841

0.0736

0.4886

0.5254

100

Total Shares

1,27,156

22,753

31,382

40,427

53,543

63,939

8,28,604

41,97,796

53,65,600

Percentage ofShareholders

2.3698

0.4241

0.5849

0.7534

0.9979

1.1916

15.4429

78.2354

100

Category

Promoters and Promoter Group

OCB's

Hindu Undivided Family

Bodies Corporate

Resident Indians

Any other (Clearing Members etc.)

Central Government/State Governament

TOTAL

No. of Shares

7,09,664

20

28

8,31,246

37,23,471

1,01,171

0

53,65,600

Percentage of Shares

13.2262 %

0.0004 %

0.0005 %

15.4921 %

69.3952 %

1.8856 %

0 %

100 %

Particulars

No. of Shares held by CDSL

No. of Shares held by NSDL

Physical Shares

TOTAL

No. of Shares

37,96,983

11,61,997

4,06,620

53,65,600

Percentage of Shares

70.7653 %

21.6564 %

7.5783 %

100 %

Prevention of Insider Trading :

Compliance with Corporate Governance Norms :

Reconciliation of Share CapitalAudit Report :

Compliance Certificate fromAuditors :

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

Training of the board Members :

Whistle Blower Policy :

The Company has framed a Code of Conduct for prevention of insider trading based on SEBI (Insider Trading)Regulations, 1992. This Code is applicable to all Directors/KMP/officers/designated employees. The Codeensures the prevention of dealing in Company’s shares by persons having access to unpublished price sensitiveinformation.

The Company has complied with the mandatory requirements of the Code of Corporate Governance as stipulatedin Clause 49 of the Listing Agreement with the Stock Exchange. The Company has submitted the compliancereports in the prescribed format to the stock exchanges for the quarters ended 30th June 2013, 30th September2013, 31st December 2013 and 31st March 2014 as stipulated in clause 49 of the listing agreements with the stockexchanges.

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

Reconciliation of the Share Capital Audit Report in terms of SEBI Directive no. D&CC/FITTC/CIR-16/2002 dated31.12.2002, confirming that the total issued capital of the Company is in agreement with the total number ofshares in the physical form and the total number of dematerialized shares held with the depositories is placedbefore the Board on a quarterly basis and is also submitted to the Stock Exchanges where the shares of theCompany are listed.

Your Company has obtained a certificate from the Statutory Auditors regarding compliance of the conditions ofCorporate Governance as stipulated in clause 49 of the Listing agreement is annexed herewith.

The Company has complied with the mandatory requirements of Clause 49 of the Listing Agreement and everyeffort has been made to comply with the non- mandatory requirements of the Clause, the details of which arementioned hereunder :

New Directors appointed by the Board are given formal induction and orientation with respect to the Company’svision, Strategic direction. Board are given formal induction and orientation with respect to the Company’svision, strategic direction and core values including ethics, corporate governance practices, financial mattersand business operations. Periodic presentations are made at the Board and Committee Meetings, on business andperformance 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 employees are freeto report violations of laws, rules, regulations or unethical conduct to their immediate superior or such otherperson as may be notified by the management to the work groups. The confidentiality of those reportingviolations is maintained and they are not subjected to any discriminatory practice.


sd/-

Amrit Gandhi

DIN : 02870947

Managing Director

34


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

MANAGEMENT DISCUSSION AND ANALYSIS

1. ECONOMIC OVERVIEW :

2. INDUSTRY

3. FINANCIALPERFORMANCE :

Global economic growth remained low during financial year 2013-14, averaging 2.9% which is the slowestit has been since 2009. The advanced economies have recently seen improved growth, the latestindicators point to somewhat better prospects in the near term but different growth dynamics betweenthe major economies. In the emerging markets and developing economies growth is projected togradually pick up from 4.7% in 2013 and about 5% in 2014 and further to 5.3% in 2015.Thois will be aidedfrom stronger external demand from advanced economies.All advanced economies including the world’slargest economy United States is expected to significantly improve which would have a vital and positiveimpact in global economy.

With major ups and downs in the economy the Indian economy managed to sustain a growth of 4.7% in F.Y2014 which is quit near to the global economic growth rate. The IMF has estimated a better year aheadfor the Indian economy as per the world economic outlook that it released in January 2014. Now, with thepolitical stability and strong Government, Company looks forward for huge opportunities in the field ofconstruction and infrastructure industry.

The Indian real estate sector continues to be a favoured sector for investments from international as wellas private investors. In the upcoming years, the residential as well as commercial segments of the realestate industry is set for major growth, aided in no small part by the government's plans and initiatives toboost this sector. The residential segment of real estate has also seen tremendous growth in recent yearsowing to the continuous growth in population, migration towards urban areas, ample job opportunities inservice sectors, growing income levels, rise in nuclear families and easy availability of finance. In theresidential segment, the number of new launches in the first quarter of 2014 has increased by 43 per centat 55,000 units across eight major cities. Mumbai as a city itself has new launches at 10,698 units with agrowth rate of 93 per cent. The long term potential for the sector remains intent and it continues to be avital catalyst to the nations overall economic growth.

Parab Infra is a sustainable infrastructure company. During the year under review, the profitability of thecompany is 68.70 Lacs as against 3.40 Lacs in the Year 2013, thereby managing an annualized increase ofabout 20 times. This is mainly on account of capital appreciation on investments which your company hasmade in residential segment. Construction work of residential units is in full swing which can be depictedas under,

35


a. OPPORTUNITIESAND THREATS :

OPPORTUNITIES:

THREATS:

4. INTERNALCONTROLS

5. SECRETARIAL& INTERNALAUDITORS

6. FORWARD-LOOKING STATEMENT :


sd/-

Amrit Gandhi

DIN : 02870947

Managing Director

The biggest opportunity to your company in the demography of Mumbai city is the vast need and demandof Re-development projects. Land is a scarce commodity in Mumbai and the only way for middle class andupper middle class people to ease the pleasure of housing in the city is re-development. Re-developmentin the Mumbai offers tremendous opportunity with significant number of building to be re-developed inthe next decade.

The prospects of India’s real estate sector are closely linked with the state of the economy. The overalleconomy has been weakend in the recent years with the GDP growth, fiscal deficit, current accountdeficit and inflation being at unfavorable levels. Unfavorable changes in the government policies and theregulatory environment can adversely impact the performance of the sector. These are substantialprocedural delays with regards to land acquisition, land use, project launches and constructionapprovals. Retrospective policy changes and regulatory bottlenecks may impact profitability and affectthe attractiveness of the sector and companies operating within the sector.

The Company has adequate system of internal controls for business processes, with regard to operations,financial reporting, compliance with applicable laws and regulations, etc. The Audit Committee of theBoard of Directors actively reviews the adequacy and effectiveness of internal control systems andsuggests improvement for strengthening the existing control system in view of the changing businessneeds from time to time. The company is taking efforts to improve its internal controls and make itefficient enough to match with the standards prevailing in the industry.

As per new Companies Act, 2013, company is required to appoint Secretarial Auditor for conductingSecretarial audit in the company under section 204 of and Companies Act 2013 and rules made thereunder.

Based on recommendation received from the Audit Committee, the Board of Directors at their meetingheld on 14th August, 2014 appointed D. S. Momaya & Co., Company Secretaries, Navi Mumbai as aSecretarial Auditor of the Company under section 204 of the Companies Act, 2013 read with Rule 9 of thecompanies(Appointment 7 Remuneration of Managerial Personnel) Rules, 2014 for the financial year2014-15. The Company is in the process of appointing Internal Auditors pursuant to the provisions ofCompaniesAct 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.

36


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

To,

The Board of Directors,

(a) We have reviewed the financial statements and the cash flow statements for the year ended 31.03.2014and 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 31.03.2014, which are fraudulent, illegal or violate of the Company's Code of Conduct.

(c) I accept responsibility for establishing and maintaining internal controls and that I have evaluated theeffectiveness of the internal control systems of the company and we have disclosed to the auditors andthe Audit Committee, deficiencies in the design or operation of internal controls, if any, of which we areaware and the steps they have taken or propose to take to rectify these deficiencies.

(d) We have indicated to the auditors 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.

PARAB INFRALIMITED

By Order of the Board of Directors

sd/- sd/-

Director Director

Amrit Gandhi Jitendra Gandhi

DIN: 02870947 DIN: 06441725

37


AUDITOR'S REPORT

To,

The Members

PARABINFRALIMITED

Mumbai

Further I report that:

For Gowadia & Co.

(CharteredAccountant)

Place : Mumbai sd/-

Date : 30th May, 2014 Vinodkumar Gowadia

Proprietor

Membership No.: 039352

I have audited the attached Balance Sheet of Parab Infra Limited, (Formerly known as PacheliEnterprise Limited) as at 31 March, 2014 and the Profit and Loss Account and also the cash flowstatement for the year ended on that date, annexed thereto (collectively referred as the “FinancialStatements”). These financial statements are the responsibility of the company’s management. Myresponsibility is to express an opinion on these financial statements based on my audit.

I have conducted this audit in accordance with Auditing Standards generally accepted in India. Thosestandards require that we plan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free of material misstatements. An audit includes examining on test basisevidence supporting the amounts and disclosures in the financial statements. An audit also includesassessing the accounting principles used and significant estimates made by the management, as well asevaluating the overall financial statement presentation. I believe that my audit provides a reasonablebasis for my opinion.

The information and explanations that are obtained, which to the best of my knowledge and belief werenecessary for the purpose of audit;

In my opinion, proper books of accounts as required by law have been kept by the Company so far asappears from my examination of those books;

The Financial Statements dealt with by this report are in agreement with the books of accounts.

On the Basis of written representations received from the directors, as on 31st March, 2014 and taken onrecord by the board of directors, none of the directors are disqualified as on 31st March, 2014 from beingappointed as director in terms of clause (g)of sub-section (I) of Section 274 of the CompaniesAct, 1956

In my opinion and to the best of my information and according to the explanation given to , the financialstatements dealt with by this report materially comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 and the Rules framed there under and give theinformation required by the Act, in the manner so required and give a true and fair view in conformity withthe accounting principles generally accepted in India , in the case of :-

The Balance Sheet , of the state of affairs of the Company as at March 31, 2014;

The Profit and LossAccount, of the profit for the year ended on that date; and

The Cash Flow Statement, of the cash flows for the year ended on that date.

38


REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies ( Auditors Report ) Order, 2003 ( The Order ) issued by the CentralGovernment of India in terms of Section 227 (4A) of the Act, we give in the Annexure a statement on thematters specified in paragraphs 4 & 5 of the order.

2. As required by section 227 (3) of theAct , we report that :

a) We have obtained all the information and explanations which to the best of our knowledge and beliefwere necessary for the purpose of our audit ;

b) In our opinion, proper books of account as required by law have been kept by the Company so far asappears from our examination of those books.

c) The Balance Sheet, the statement of Profit and Loss and the cash flow statement dealt with by this reportare in agreement with the books if account.

d) In our opinion, the Balance sheet , the statement of profit and loss, and the cash flow statement complywith accounting standards notified under the Act read with the General Circular 15/2013 dated 13thSeptember 2013 of the Ministry of CorporateAffairs in respect of Section 133 of the CompaniesAct 2013

e) On the basis of the written representations received from the directors as on March 31 2014, taken onrecord by the Board of Directors , none of the Directors is disqualified as on March 31, 2014 from beingappointed as a director in terms of Section 274 (1 ) (g) of theAct.

39


ANNEXURE TO THE AUDITORS’ REPORT

Referred under the heading of “report on other Legal and regulatory requirements”

of our report of even date

I) In respect of its FixedAssets:

The company has maintained proper records showing full particular including quantitative details andsituation of fixed assets on the basis of available information.

II) In respect of its Inventories:

As the Company does not have Inventory, the Clauses (ii)(a) to (ii)(c) of para 4 of the Orders are notapplicable to the company.

III) According to the information and explanations given to me, In respect of the loans, secured orunsecured, granted or taken by the Companies to /from Companies, firms or other parties covered in theregister maintained under section 301 of the CompaniesAct, 1956.

IV) According to the information and explanation given to me, there have been no contracts orarrangements referred to in section 301 of the Companies Act, 1956 during the year to be entered in theregister required to be maintained under that section.Accordingly, sub- clause (B) is not applicable.

V) In my opinion and according to the information and explanations given to me there are adequate internalcontrol procedures commensurate with the size of the Company & nature of its business with regard tothe sale of goods and services. During the course of my Audit, I have not observed any major weakness ininternal control.

VI) In my opinion and according to the information and explanation given to me, The Company has notaccepted any deposits from the public as defined under sections 58A and 58AA of the Companies Act,1956 & the Companies (Acceptance of deposits) Rules 1975.

VII) In my opinion and according to the information and explanation given to me, The Company has an inhouseaudit system commensurate with the size and the nature of its business.

VIII) As the company is not a manufacturing concern, the clause (viii) of para 4 of the Order regardingmaintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 195is not applicable to the company.

IX) (a) In my opinion and according to the information and explanation given to me, the company hasgenerally been regular in depositing undisputed statutory dues, including provident fund, investoreducation and protection fund, employees state insurance, income tax , wealth tax, service tax,custom duty, cess and any other material statutory dues where applicable, with the appropriateauthorities during the year.

(b) According to the information and explanation given to me, there are no amounts outstanding inrespect of sales tax, income tax, customs duty, wealth tax, service tax, excise duty and cess thathave not been deposited with the appropriate authorities on account of any dispute.

X) The Company does not have accumulated losses as on 31st March, 2014 and has earned profit for thefinancial year on that date.

40


XI) In my opinion and according to the information and explanations given to me by the management, theCompany has not defaulted in repayment of dues to a Financial Institution, Bank or Debenture holders

XII) The Company has not granted any loans and advances on the basis of security by way of pledge of share,debentures & other securities.Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

XIII) The Company is not a chit fund or nidhi /mutual benefit fund/society. Therefore, the provisions of clause4(xiii) of the Companies (Auditor’s Report’s) Order, 2003 is not applicable to the Company

XIV) In my opinion, the Company is not a dealer in shares, securities & debentures or any other investments.Accordingly, the provision of clause 4(xiv) of the Order are applicable

XV) In my opinion and according to the information and explanations given to me the Company has not givenany guarantee for loans taken by others from banks or financial institutions during the year.

XVI) The Company has not taken any term loan during the year; as such required details need not be given.

XVII) According to the information and explanations given to me and on an overall examination of the BalanceSheet of the Company, no funds are raised on short term basis; hence detail need not be given.

XVIII) According to the information and explanations given to me, the Company has not made any preferentialallotment of shares to parties & Companies covered in the register maintained under section 301 of theCompaniesAct, 1956 for such a purpose.

XIX) According to the information and explanations given to me, during the period covered by my audit, theCompany has not issued debentures.

XX) The company has not raised any money by public issue during the year and hence paragraph 4(xx) of theorder is not applicable.

XXI) During the course of our examination of the books and records of the company, carried out in accordancewith generally accepted auditing practices in India and according to information and explanation givento me, I have neither come across any instances of material fraud on or by the company, noticed orreported during the year nor have been informed of such case by management.

For Gowadia & Co.


Place : Mumbai sd/-


Proprietor


41


CERTIFICATE ON CORPORATE GOVERNANCE REPORT

To,

The Members,

We have received and examined the compliance of conditions of Corporate Governance by Parab InfraLimited for the financial year ended 31st March, 2014 as stipulated in Clause 49 of the Listing Agreemententered in to by the Company 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 procedures and implementation thereof, adopted bythe Company for ensuring the compliance of the conditions of Corporate Governance. It is neither anaudit nor an expression of an opinion on the financial statements of the Company.

In my opinion and to best of my knowledge & information and according to the explanations given to me,we hereby certified that the Company has complied with the conditions of Corporate Governance asstipulated in clause 49 of the ListingAgreement entered into by the company with Stock Exchange.

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

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

Parab Infra Limited

For Gowadia & Co.


Place : Mumbai sd/-


Proprietor


42


--

2,96,86,306---

--

76,60,3582,83,506

8,24,39,04121,75,667

9,25,58,572

2,96,86,306

12,22,44,878

43

BALANCE SHEET AS ON 31st MARCH, 2014

NoteNo.

For and on behalf of the BoardAs Per our Report AttachedFor Gowadia & Co.Chartered Accountant

sd/-CA.VINODKUMAR GOWADIAPROPRIETORM. No. 039352

Place : Mumbai

DATE : 30th May, 2014

(DIRECTOR) (DIRECTOR)

sd/- sd/-

Figures as at the end ofcurrent reporting

period i.e.31/03/2014

Figures as at the end ofprevious reporting

period i.e.31/03/2013

I. EQUITY & LIABILITIES

(1) Shareholders' funds

(2) Share Application Money Pending Allotment

(3) Non - Current Liabilities

(4) Current Liabilities

I. ASSETS

(1) Non - Current Assets

(2) Current Assets

(a) Share Capital(b) Reserves and Surplus(c) Money Received Against Share Warrants

(a) Short Term Borrowings(b) Trade Payables(c) Other Current Liabilities(d) Short - Term Provisions

I

(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

(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

(Amount in Rs.)

PARAB INFRA LIMITED(FORMERLY KNOWN AS PACHELI ENTERPRISES LIMITED)


12

3

45

6

78910

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

-

-

-

3,94,192-

39,90,10733,11,558

11,45,49,021

76,95,857

12,22,44,878

4,16,56,000(37,48,491)

-

-

-

8,03,91,535-

39,0001,17,054

3,79,07,509

8,05,47,589

11,84,55,098

--

1,75,00,000---

--

8,55,00015,18,660

9,72,70,03813,11,400

10,09,55,098

1,75,00,000

11,84,55,098

Revenue from OperationsOther Income

Consumption of Raw MaterialsEmployee Benefits ExpenseROC ExpensesLegal and Professional ExpensesRent PaidOther Expense

Interest

Extraordinary Items

(a) Current Tax(b) Tax of Earlier Year(c) Deferred Tax

(1) Basic (Rs.)(2) Diluted (Rs.)

Total Revenue (I + II)

Expenses

Total Expense

Profit before Interest ,Exceptional and

Extraordinary Items and Tax (III-IV)

Profit before Extraordinary Items and Tax (V-VI)

Profit Before Tax (VII-VIII)

Tax Expense :

Profit/(Loss) for the Period from continuing

operations (IX - X)

Profit/(Loss) for the Period from discontinuing operations

Tax expense for discontinuing operations

Profit/(Loss) for the Period from discontinuing operations(XII-XIII)

Profit/(Loss) for the Period (XI + XIV)

Earnings Per Equity Share (Face Value Rs. 10 Per Share):

IIIIII

IV

V

VI

VII

VIII

IX

X

XI

XIIXIIIXIV

XVXII

44

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED ON 31st MARCH, 2014

NoteNo.

Figures as at the end ofcurrent reporting

period i.e.31/03/2013

Figures as at the end ofprevious reporting

period i.e.31/03/2012

(Amount in Rs.)



Place : Mumbai

DATE : 30th May, 2014(DIRECTOR) (DIRECTOR)

sd/- sd/-



1112

1314

15

16

1,11,44,27268,91,828

69,01,31310,24,765

4,55010,04,0375,40,000

10,25,293

75,36,142

6,66,130

-

22,28,500--

---

0.870.87

18,036,100

1,04,99,958

68,70,012

68,70,012

22,28,500

46,41,512

46,41,512

-2,121,384

-

-13,71,662

7,49,722

89,782

-

63,000

-

---

0.140.14

2,121,384

13,71,662

6,59,940

6,59,940

63,000

5,96,940

5,96,940

45

as on31.03.2014

as on31.03.2013

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

Last year 41,65,600 Equity Shares @ 10 each

8,50,00,000

5,36,56,000

5,36,56,000

8,50,00,000

4,16,56,000

4,16,56,000

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

41,65,600

12,00,000

-

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 ` 10each. 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 ensuingAnnual 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 on31.03.2014

as on31.03.2013

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

-

-

(4,39,20,130)

3,98,94,000

2,77,639

(37,48,491)

(37,48,491)

Note No. 3

SHORT TERM BORROWING3,94,192

3,94,192

Note No. 4

OTHER CURRENT LIABILITIES

Creditors for Expenses 39,90,107

39,90,107



41,40,000

40,00,000

-39,74,400

41,65,600

-

6,00,00,000

-

(37,48,491)

46,41,512

8,93,021

6,08,93,021

8,03,91,535

8,03,91,535

39,000

39,000

46

as on31.03.2014

as on31.03.2013

(Amount in Rs.)

Note No. 5

PROVISIONS

TDS

Provision for Tax

Service Tax

54,688

23,15,293

9,41,577

33,11,558

30,261

86,793

-

1,17,054

Note No. 7

TRADE RECEIVABLE

Less Than Six Months

Unsecured And Considered Good

-

76,60,358

76,60,358

-

8,55,000

8,55,000

Note No. 8

CASH AND CASH EQUIVALENTS

Cash & Cheque In Hand

Balance With Bank

14,637

2,68,869

2,83,506

9,08,907

6,09,753

15,18,660

Note No. 9

SHORT TERM LOANS & ADVANCES (UNSECURED)

(considered Good)

Advances To Others 8,24,39,041

8,24,39,041

9,72,70,038

9,72,70,038


Note No. 6

NON CURRENT INVESTMENTS

Investment in Flats 2,96,86,306

2,96,86,306

1,75,00,000

1,75,00,000

Note No. 10

INCOME TAX DEMAND PAID (UNDER DISPUTE)

INCOME TAX REFUND 10-11

TDS RECEIVABLE

10,00,000

31,151

11,44,516

21,75,667

10,00,000

31,151

2,80,249

13,11,400

Note No. 11

REVENUE FROM OPERATIONS

Sales

Labour Charges Received

33,53,200

77,91,072

1,11,44,272

-

-

-

Note No. 12

OTHER INCOME

Interest & Other Income 68,91,828

68,91,828

21,21,384

21,21,384

Note No. 13

CONSUMPTION OF RAW MATERIALS

Labour Charges Paid 69,01,313

69,01,313

-

-

Note No. 14

EMPLOYEE BENEFITS EXPENSES

Salary, Wages & Bonus 10,24,765

10,24,765

-

-

47

as on31.03.2014

as on31.03.2013

(Amount in Rs.)

Note No. 16

OTHER EXPENSES

Printing And Stationary

Postage And Courier

Board Meeting Expenses

Telephone & Telex Charges

Account Writing Charges

Bank Charges

Brokerage Paid

Canteen Expenses

Roc Fees

Central Sales Tax (interest)

Advertisement

R D Fees

Conveyance And Travelling Expenses

Website Designing

Discount

Diwali Expenses

Electricity Expenses

Site Expenses

Tea and Refreshment

TOTAL

62,383

85,650

72,560

17,580

1,20,000

10,124

2,86,848

18,560

-

-

82,476

-

1,12,500

4,300

912

55,680

14,650

68,540

12,530

10,25,293

69,335

2,04,815

-

1,044

-

3,03,500

7,43,432

35,536

10,000

-

4,000

-

-

-

-

-

13,71,662


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

28,090

1,124

6,76,787

2,62,081

16,854

19,101

10,04,037

20,000

33,710

95,000

1,45,000

17,154

8,437

3,19,301

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

V

VI

VII

(12,35,154)

15,18,660

2,83,506

48

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2014

Amt (Rs.)Amt (Rs.)Particulars

CASH FLOW FROM OPERATING ACTIVITIES (A)Net Income

Advertisement ChargesBank ChargesBoard Meeting ExpensesBonusCanteen ExpensesCdsl ChargesConveyance & Travelling ExpensesDiwali ExpensesElectricity ExpensesInterest Paid On TdsLegal & Professional ChargesLabour ChargesLink In TimeListing Fees BseNsdl ChargesPostage & CourierPrinting & StationeryRoc ChargesSalarySite ExpensesStaff WelfareTea & RefreshmentTelephone ExpensesWebsight Designing

I



64,27610,04272,56068,50018,5601,124

112,50055,68014,6502,842

97,809300,000240,20616,85419,10185,65062,3834,550

522,74568,54033,52012,53017,5804,300 (19,06,502)

II Changes in Working CapitalAdd : Increase / Decrease in DebtorsLess: Increase / Decrease in CreditorsLess: Service TaxLess: T.D.S.

90,87,436(44,62,527)

(44,496)(3,43,187) 42,37,226

23,30,724

III CASH FLOW FROM INVESTING ACTIVITIES (B)Interest on Fixed DepositeShree Sumtinath LLB (Booking)

Net Cash used in Investing activities

2,34,463(1,60,04,306)

(1,57,69, 843)

23,30,724

CASH FLOW FROM FINANCING ACTIVITIES (C)Proceeds form issue of ShareLoans (Liability)Loans & Advances (Assets)

IV

1,22,03,965

7,20,00,000(8,05,94,300)

2,07,98,265

49




Place : Mumbai

DATE : 30th May 2014


sd/- sd/-

50

NOTES FORMING PART OF ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2014



SIGNIFICANTACCOUNTING POLICIES

(i) Method OfAccounting

(ii) Investments :

1. BASIS OFACCOUNTING :

2. FIXEDASSETS :

3. INVESTMENTS :

4. INCOME RECOGNITION :

5. DEPRICATION :

6. CONTIGENT LIABILITIES :

7. TAXATION :

8. PREFERENTIAL ISSUE OF EQUITY SHARES :

9. There is no earning in Foreign Exchange nor any expenditure in foreign Exchange.

10. There are no Sundry Creditors at the end of the year who has registered as Small Scale Industries. Hence relevant

information is not applicable.

a) The financial statements are prepared under the historical cost convention in accordance with the

generally accepted accounting principles and the requirements of the CompaniesAct, 1956.

b) The Company generally follows accrual system of accounting and recognises significant items of Income &

Expenditure on accrual basis.

The financial statement has been prepared under the historical cost convention principles and provision of

CompaniesAct, 1956 as consistently adopted by the company.

Fixed Assets(if any) are shown at historical cost. Intangible assets are recorded at their cost of acquisition. Capital

expenditure on assets by the company is reflected as a distinct item in Capital Work-in Progress till the period of

completion and thereafter in the FixedAssets.

Current Investments(if any) are valued at lower of cost and fair value determined on an individual basis. Long term

investments are carried at cost. Provision is made for diminution, other than temporary, in the value of such

investment. Premium paid on long term investments is amortized over the period remaining to maturity.

Dividend is recognized on the basis of receipt and other revenues are recorded on the basis of accrual basis.

Depreciation(if any) is charged on SLM method at the rates specified in Schedule XIV of the CompaniesAssets costing up

to Rs.5000/- are fully depreciated in the year of capitalization.

There are no Contingent liabilities as perceive by the management.

Deferred Taxation: The Company has accounted for deferred tax in accordance with accounting standard-

22”Accounting for Taxes on Income” issued by The council of the Institute of CharteredAccountants of India.

During the year the company has made a preferential issue of 12,00,000 of Rs.10/- each at premium of Rs.50/- to the

investors who have subscribed to the issue with the aim of maximizing the returns to the shareholders.

51



Place : Mumbai

DATE : 30th May, 2014


sd/- sd/-


11. Previous year figures have been regrouped, rearranged and recosted to Correspond the figures of the current

year.

THISPAGE

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INTENTIO

NALLY

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

ATTENDANCE SLIP

PARAB INFRA LIMITED

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

25th Annual General Meeting

I/We hereby record my/our presence at theAnnual General Meeting of the company being held on 24th day of

September 2014 At 11.00 a.m. at the M-101, 1st Floor, Shweta Park Co-op. Hsg. Soc, Road No. 2 Daulat Nagar,

Borivali (East), Mumbai 40006.

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 the Annual Report for FY 2013-14 and the Notice of the Annual 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 2013-14 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

THISPAGE

HASBEEN

LEFTBLANK

INTENTIO

NALLY

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

PROXY FORM

PARAB INFRA LIMITED

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

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

25th 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 :


Signed this ____________ day of _________ 2014

Signature _______________________

Notes: The proxy form duly completed must be returned so as to reach the Registered Office of the Company not less than

48 hours before the time for holding the aforesaid meeting.Amember entitled to attend and vote at the meeting is entitled to

appoint a proxy to attend and vote on a poll instead of himself and proxy need not be a member.

Affix 1 RupeeRevenueStamp

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

the company, to be held on the 24th day of September 2014 At 11.00 a.m. at the M-101, 1st Floor, Shweta Park Co-

op. Hsg. Soc, Road No. 2 Daulat Nagar, Borivali (East), Mumbai 40006, India and at any adjournment thereof in

respect of such resolutions as are indicated below :

Ordinary Business

Special Business

To receive, consider and adopt the Audited Profit & Loss Account for the year

ended 31st March, 2014 and Balance Sheet as at that date together with the

Reports of Board of Directors andAuditors thereon.

Mr. Ramesh Khetan, a Director liable to retire by rotation, who does not seek

re-election, be not re-appointed as the director of the Company.

Mr. Brijesh Mauriya, a Director liable to retire by rotation, who does not seek

re-election, be not re-appointed as the director of the Company.

Appointment of M/s D J N S &Associates, CharteredAccountants, as Auditors

of the Company in place of M/s. Gowadia & Co

Appointment of Mr. Jitendra Gandhi as Director of company.

Appointment of Mr. Kalu Kamble as Director

Appointment of Mr.Amrit Gandhi -as a Director

Appointment of Mr. ShakilAhmed Gulam Bilali as a Director

Appointment of Mr. Richie Fredicson asAn Independent Director

Appointment of Ms. Rohini sehgal as an Independent Director

Appointment of Mr. ShakilAhmed as an Independent Director

Appointment of Mr.Amrit Gandhi(Managing Director)as CEO & KMP

Appointment of Mr. Jitendra Gandhi as Whole time Director in the capacity of

CFO as KMP

Appointment of Mr. Kalu Shankar Kamble as Executive Director in the

capacity of KMP

Adoption of new set of MOA&AOAas required by CompaniesAct 2013

PARTICULARSSr.No.

OPTIONAL

For Against

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

: 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

STATEMENTS IN THIS DOCUMENT THAT ARE NOT HISTORICAL FACTS BUT 'FORWARD-LOOKING' STATEMENTS. THESE 'FORWARD-

LOOKING' STATEMENTS MAY INCLUDE THE COMPANY'S OBJECTIVES, STRATEGIES, INTENTIONS, PROJECTIONS, EXPECTATIONS,AND

ASSUMPTIONS REGARDING THE BUSINESSAND THE MARKETS IN WHICH THE COMPANY OPERATES THE STATEMENTSARE BASED ON

INFORMATION WHICH IS CURRENTLY AVAILABLE TO US, AND THE COMPANY ASSUMES NO OBLIGATION TO UPDATE THESE

STATEMENTS AS CIRCUMSTANCES CHANGE. THERE MAY BE A MATERIAL DIFFERENCE BETWEEN ACTUAL RESULTS AND THOSE

EXPRESSED HEREIN. THE RISKS, UNCERTAINTIESAND IMPORTANT FACTORS THAT COULD INFLUENCE THE COMPANY'S OPERATIONS

AND BUSINESS ARE THE GLOBAL AND DOMESTIC ECONOMIC CONDITIONS, THE MARKET DEMAND AND SUPPLY FOR PRODUCTS,

PRICE FLUCTUATIONS, CURRENCY AND MARKET FLUCTUATIONS, CHANGES IN THE GOVERNMENT'S REGULATIONS, STATUTES AND

TAX REGIMES,AND OTHER FACTORS NOT SPECIFICALLY MENTIONED HEREIN BUTTHOSE THATARE COMMON TO THE INDUSTRY.

CAUTIONARY STATEMENT

Documents

PARAB INFRA LIMITED fileFINANCIALYEAR : 2013-2014 1 PARAB INFRA LIMITED CIN :L45209MH1989PLC221005 Annual Report 2013-2014 DIN NAME DESIGNATION 02870947 03315837 03439277 01834130