Parsvnaths Committed to Bulld a Better World
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Parsvnaths committed to bulld a better world PDL/SEC/SE/2020-21/ September 08, 2020 National Stock Exchange of India Limited Exchange Plaza, C-1, Block-G, Bandra-Kurla Complex, Bandra (E), Mumbai- 400 051 BSE Limited Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai- 400 001 Dear Sir(s), Scrip Code No. : PARSVNATH-EQ (NSE); 532780 (BSE) Subject: Submission of Annual Report for the Financial Year 2019 - 20 Dear Sirs, In terms of Regulation 34(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find attached herewith the Annual Report of the Company for the Financial Year 2019-20 and Notice of the 29" Annual General Meeting (*AGM”’) scheduled to be held on 30" September, 2020, Thanking you, stiles Yours faithfully, For ——— Parsvnath Developers Limited (V, Mohan) Company Secretary & Compliance Officer Scanned with CamScanner Parsvnath Developers Limited CIN: L45201DL1990PLC040945 Registered Office: Parsvnath Tower, Near Shahdara Metro Station, Shahdara, Delhi - 110032 Phone No: 011-43010500, 011-43050100; Fax No: 011-43050473 e-mail address: [email protected] Website: www.parsvnath.com NOTICE NOTICE is hereby given that the 29th ANNUAL GENERAL MEETING pocket expenses, if any, plus applicable taxes, as approved by (“AGM”) of the Members of PARSVNATH DEVELOPERS LIMITED the Board of Directors on the recommendation of the Audit will be held on Wednesday, September 30, 2020 at 11:30 a.m. Committee, to be paid to M/s Chandra Wadhwa & Co., Cost through Video Conferencing (“VC”) / Other Audio Visual Means Accountants (Firm Registration No. 000239), Cost Auditors (“OAVM”), to transact the following businesses: of the Company, to conduct the audit of the cost records of the Company for the financial year 2020-21, be and is hereby ORDINARY BUSINESS ratified, confirmed and approved. 1. To consider, approve and adopt: RESOLVED FURTHER THAT the Board of Directors of the (a) the Audited Standalone Financial Statements of the Company be and is hereby authorised to do all such acts and Company for the financial year ended March 31, 2020 take all such steps as may be necessary, proper or expedient together with the Reports of the Board of Directors and to give effect to the aforesaid resolution.” Auditors thereon; and 4. Private placement OF NON- CONVERTIBLE (b) the Audited Consolidated Financial Statements of the DEBENTURES Company for the financial year ended March 31, 2020 together with the Report of the Auditors thereon. To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special 2. To appoint a Director in place of Mr. Sanjeev Kumar Jain (DIN: Resolution:- 00333881), who retires by rotation and being eligible, offers himself for re-appointment. “RESOLVED THAT pursuant to the provisions of Sections 42, 71 and other applicable provisions, if any, of the Companies SPECIAL BUSINESS Act, 2013 (“Act”) and the rules made thereunder, as amended 3. RatiFication OF remuneration OF M/S Chandra or re-enacted from time to time and pursuant to the provisions Wadhwa & CO., COST Accountants, COST Auditors of SEBI (Issue and Listing of Debt Securities) Regulations, 2008 OF THE Company, FOR THE FINANCIAL YEAR 2020-21 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and subject to To consider and, if thought fit, to pass with or without the provisions of Memorandum and Articles of Association modification(s), the following resolution as an Ordinary of the Company, approval of the Members of the Company, Resolution:- be and is hereby accorded for making offer(s) or invitation(s) “RESOLVED THAT pursuant to the provisions of Section 148 to subscribe to Secured/ Unsecured, Redeemable Non- and all other applicable provisions, if any, of the Companies Convertible Debentures (NCDs) on private placement basis, Act, 2013 and Rules made thereunder (including any statutory in one or more tranches, aggregating upto ` 750 Crores modification(s) or re-enactment thereof for the time being in (Rupees Seven Hundred Fifty Crores Only), within the overall force), the remuneration of ` 3,25,000/- (Rupees Three Lakhs borrowing limits of the Company approved by the Members Twenty Five Thousand only) and reimbursement of out of of the Company under Section 180(1)(c) of the Act, during a 1 period of one year from the date of passing of this Resolution. and the aforesaid Circulars, the AGM of the Company will be held through VC / OAVM. RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as ‘the Board’, which B. Pursuant to the provisions of the Act, a Member entitled to term shall be deemed to include any Committee which attend and vote at the AGM is entitled to appoint a proxy the Board has constituted or may constitute hereafter to to attend and vote on his/her behalf and the proxy need exercise its powers herein conferred), be and is hereby not be a Member of the Company. Since this AGM will be authorized to determine the terms of issue including the held pursuant to the aforesaid Circulars through VC / OAVM, class of investors to whom NCDs are to be issued under each physical attendance of Members has been dispensed with. tranche, tenure, coupon rate(s), pricing of the issue, listing of Accordingly, the facility for appointment of proxies by the issue, appointment of trustee(s), appointment of registered Members will not be available for the AGM and hence, the valuer(s), dates and closing of the offers/ invitations for Route Map, Proxy Form and Attendance Slip are not annexed subscription for such securities, deemed date(s) of allotment, to this Notice. redemption and other terms and conditions relating to issue C. Participation of members through VC/ OAVM will be reckoned of said NCDs on private placement basis. for the purpose of quorum for the AGM, as per Section 103 of RESOLVED FURTHER THAT the Board be and is hereby the Act. authorized to do all such acts, deeds, matters and things, D. Institutional / Corporate Shareholders (i.e. other than including but not limited to, making necessary filings with individuals / HUF, NRI, etc.) are required to send a scanned copy the statutory authorities and to issue certified extracts of (PDF/JPG Format) of its Board or governing body Resolution/ this resolution and give such directions as may be deemed Authorization etc., authorizing its representative to attend necessary or expedient, to give effect to the aforesaid the AGM through VC / OAVM on its behalf and to vote on the Resolution.” Resolutions specified in the Notice electronically. The said By Order of the Board of Directors Resolution/Authorization shall be sent to the Scrutinizer by For PARSVNATH DEVELOPERS LIMITED e-mail (through its registered e-mail address) to ksitaramans@ gmail.com, with a copy marked to [email protected]. Sd/- E. In compliance with the aforesaid Circulars, the Annual (V. Mohan) Report 2019-20 and the Notice of the 29th AGM (containing Sr. Vice President (Legal) & the instructions for e-voting) are being sent only through Place: Delhi Company Secretary electronic mode to those members whose e-mail addresses Date: September 1, 2020 Membership No. F2084 are registered with the Company / Depositories. Members may note that the aforesaid Notice and Annual Report Notes: 2019-20 will also be available on the Company’s website i.e. A. In view of the continuing Covid-19 pandemic, the Ministry www.parsvnath.com, websites of BSE Limited and National of Corporate Affairs (“MCA”) vide its Circular dated May Stock Exchange of India Limited at www.bseindia.com and 5, 2020 read with Circulars dated April 8, 2020 and April www.nseindia.com respectively, and on the e-voting website 13, 2020 and the Securities and Exchange Board of India of our Registrar & Share Transfer Agent (“RTA”) viz. Link Intime (“SEBI”) vide its Circular dated May 12, 2020 (collectively India Private Limited (“LIIPL”) at https://instavote.linkintime.co.in. referred to as “Circulars”), have permitted the holding of F. The relevant Explanatory Statement, pursuant to Section 102 the Annual General Meeting (“AGM”) through VC / OAVM, of the Act in respect of the special business contained in the without the physical presence of the Members at a common Notice, is annexed hereto. The information, required under venue. In compliance with the provisions of the Companies Listing Regulations and Secretarial Standard on General Act, 2013 (“Act”), SEBI (Listing Obligations and Disclosure Meetings (“SS-2”), of the person seeking re-appointment as Requirements) Regulations, 2015 (“Listing Regulations”) 2 Director, is also annexed. and financial statements through electronic mode. In view of the same, Members holding shares in dematerialized form G. The Notice of AGM and the Annual Report 2019-20 will be are requested to update/ intimate all changes pertaining to sent to those Members/ beneficial owners whose names their e-mail address, bank accounts, mailing address etc. will appear in the register of Members/ list of beneficiaries with their Depository Participants and in case of Members received from the depositories as on Friday, September 4, holding shares in physical form, with the RTA of the Company. 2020. Changes intimated to the Depository Participants will then be H. The Register of Members and the Share Transfer Books of the automatically reflected in the Company’s records, which will Company will remain closed from Thursday, September 24, help the Company and its RTA to provide efficient and better 2020 to Wednesday, September 30, 2020 (both days inclusive), service to the Members and shall also facilitate electronic for the purpose of AGM. servicing of annual reports and other documents. M. Your Company is concerned about the environment and I. The Shareholders / Members of the Company, holding shares utilizes natural resources in a sustainable manner.