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Company Information

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PARIN ENTERPRISES LTD.

22 November 2024 | 12:00

Industry >> Furniture, Furnishing & Flooring

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ISIN No INE00U801010 BSE Code / NSE Code / Book Value (Rs.) 52.00 Face Value 10.00
Bookclosure 09/09/2024 52Week High 390 EPS 2.04 P/E 186.27
Market Cap. 422.48 Cr. 52Week Low 81 P/BV / Div Yield (%) 7.31 / 0.00 Market Lot 500.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2021-03 

Your Directors have pleasure in presenting the 15th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended on March 31, 2021.

SUMMARY OF FINANCIAL HIGHLIGHTS:

The standalone and consolidated performance of the Company for the financial year ended on March 31, 2021 is summarized below:

FINANCIAL SUMMARY OF THE COMPANY:

(Amount in Rs)

STANDALONE

CONSOLIDATED

Particulars

2020-21

2019-20

2020-21

2019-20

Revenue from Operations

82,77,56,012

66,28,54,221

83,90,64,736

67,05,30,537

Other Income

52,20,500

48,37,466

55,06,370

52,55,958

Total Revenue

83,29,76,512

66,76,91,686

84,45,71,106

67,57,86,495

Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense

8,56,03,648

5,70,61,632

12,48,12,229

9,28,73,003

Less Depreciation /Amortization

1,06,22,394

50,81,830

1,55,64,781

93,64,832

Profit/Loss before Finance Costs, Exceptional items and Tax Expense

7,49,81,254

5,19,79,802

10,92,47,448

8,35,08,171

Less: Finance Costs

2,83,62,007

2,03,73,602

3,81,34,557

2,94,14,383

Profit/Loss before Exceptional items and Tax Expense

4,66,19,247

3,16,06,200

7,11,12,891

5,40,93,788

Add/(Less): Exceptional Items

--

--

--

--

Profit (Loss) before tax Expense

4,66,19,247

3,16,06,200

7,11,12,891

5,40,93,788

Less: Tax Expenses

Current Tax

1,39,57,830

86,96,230

2,01,94,584

1,26,50,230

Previous Year Tax

19,60,977

4,31,399

25,48,485

9,22,899

Deffered Tax

16,34,166

-11,07,659

18,43,685

21,88,626

Profit (Loss) for the period

2,90,66,274

2,35,86,231

4,62,55,509

3,83,32,033

EPS

2.61

2.12

4.16

3.43

PERFORMANCE AND OPERATION REVIEW> STANDALONE FINANCIAL RESULTS:

Performance of your Company for the year under review has remained very encouraging. Total income was Rs. 83,29,76,512 (previous year Rs.66,76,91,686). Tax expenses were Rs.1,75,52,973 (previous year Rs. 91,27,629).The net profit after tax was Rs.2,90,66,274 (previous year Rs2,35,86,231).

> CONSOLIDATED FINANCIAL STATEMENT:

Pursuant to the provisions of Section 129 and 134 and 136 of the Companies Act, 2013 read with rules framed there under and pursuant to Regulation 33 of SEBI (LODR) Regulations, 2015, your Company had prepared consolidated financial statements of the Company and its subsidiary i.e. PEARL FURNITURE PRIVATE LIMITED (CIN: U36100GJ2013PTC073483). The annual financial statements and related detailed information of the subsidiary company will be provided on specific request made by any shareholders and the said f inancial statements and information of subsidiary companies are open for inspection at the registered office of the company during office hours on all working day except Saturday, Sunday and Public holidays The separate audited financial statement in respect of the subsidiary company is also available on the website of the Company. As required under Regulation 33 of SEBI (LODR) Regulations, 2015 and in accordance with the requirements of AS 21, the Company has prepared Consolidated Financial Statements of the Company and its subsidiary and is included in the Annual Report. Consolidate Performance and Operation review are as shown above. A report on the performance and financial position of Associate and wholly owned subsidiary of your Company including capital, reserves, total assets, total liabilities, details of investment, turnover, etc., pursuant to Section 129 of the Companies Act, 2013 in the Form AOC-1 which forms part and parcel of this Annual Report.

RESERVES :

The Board of Directors of your Company, has decided not to transfer any amount to the reserves for the year under review.

DIVIDEND:

The Board of Directors of your Company with a view of Ploughing back of profit have not recommend any Dividend for the year ended on March 31,2021.

PUBLIC DEPOSIT:

During the year under review, the company has not accepted or renewed any deposit from the public falling within the ambit of section 73 of Companies Act 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL:

At present, the Company has Equity shares having face value of Rs. 10 each. The authorized share capital of the company is Rs. 12,50,00,000/- comprising of 1,25,00,000 Equity shares of Rs. 10 each. The paid up share capital of the company is Rs. 11,11,80,000/- comprising 1,11,18,000 equity shares of Rs. 10 each.

EQUITY INFUSION:

During the year under review, there is no infusion of Equity share capital.

LISTING:

The Equity Shares of the Company are listed on SME Emerge Platform of NSE Limited. The Company is regular in payment of Annual Listing Fees and other compliance fees.

DEMATERIALISATIONOF EQUITY SHARES:

All the Equity Shares of the Company are in dematerialized form with either of the depositories viz. NSDL and CDSL. The ISIN No. allotted is INE00U801010.

DIRECTORS & KEY MANAGERIAL PERSON [KMP]:

During the Year under review, there has been no change in the Board of Directors of the Company and as on 31 st March, 2021, Board of Directors of the Company is composed as following:

Sr.No.

Name of Director

DIN

Designation

1

Mr. Umesh Dhirajlal Nandani

00039757

Managing Director- Executive Director

2

Mr. Parin Umeshbhai Nandani

02343309

Whole-Time Director - Executive Director

3

Mr. Deven Dipesh Nandani

07576542

Non Executive Director

4

Mr Dayalal Harjivanbhai Kesharia

08114818

Independent Non-Executive Director

5

Ms. Shweta Chirag Kathrani

08114974

Independent Non-Executive Director

> Chief Financial Officer and Company Secretary- KEY MANAGERIAL PERSONNEL

There is no change in Chief Financial Officer during the year. Ms. Alpa Vasantbhai Jogi is the Chief Financial Officer during the year.

During the year under review, Mr Kishor Kikani (ACS 58545) has been appointed as the Company secretary and Compliance officer of the Company w.e.f 11th July, 2020 and thereafter Mr Kishor Kikani (ACS 58545) as Company Secretary (CS) was resigned from the Company w.e.f. 11th February, 2021 due to his personal reasons and in his place, Company has appointed Ms. Binika Chudasama(ACS 39841) as Company Secretary (CS) and compliance officer of the Company w.e.f. 3rd April 2021.

DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTERSE:

Name of Directors

Relationship with other Directors

Umesh D. Nandani

He is Father of WTD Mr. Parin U. Nandani

Parin U. Nandani

He is Son of Managing Director Mr. Umesh D. Nandani

Deven Dipesh Nandani

None (As per definition of Relative)

Dayalal Harjivanbhai Kesharia

None

Shweta Chirag Kathrani

None

RETIREMENT BY ROTATION :

In terms of Section 152 of the Companies Act, 2013, Mr. Deven D. Nandani (DIN: 07576542), Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offered himself for reappointment. Brief profile of Director seeking Appointment/Re-appointment is given in Annexure I of the Notice and also

presented in Board‘s Report.

The Board confirms that none of the Directors of the Company is disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013 and necessary declaration has been obtained from all the Directors in this regard.

BOARD EVALUATION:

Pursuant to the section 134(3)(p) of Companies Act, 2013 read with Rule 8 (4) of Companies Account Rule, 2014 and SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, as well as the Board Committees.

DECLARATION BY INDEPENDENT DIRECTORS:

Every Independent Director, at the first meeting of the Board in which he participates as a Director and hereafter at the first meeting of the Board in every Financial Year, gives a declaration that he meets the criteria of independence as provided under section 149(7) of the Companies Act, 2013 and under Regulation 16(1 )(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015and accordingly the Company has received necessary declaration from each Independent Director under section149(7) of the Companies Act, 2013 and as per Regulation 16(1 )(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 that he/she meets with the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and SEBI (LODR)Regulations.

The independent directors are required to take an online proficiency self assessment test conducted by IICA, therefore they are registered for the same as under and will clear online proficiency self assessment test before the prescribed time period:

Mr. Dayalal Harjivanbhai Kesharia: ID Reg No: IDDB-DI-202002-017876

Ms. Shweta Chirag Kathrani: ID Reg No:IDDB-DI-202002-017239

During the year, the Independent Directors meeting was held on 12-03-2021and all the Independent Directors was present at the meeting.

COMMITTEES OF BOARD:1. AUDIT COMMITTEE:

The Board of Directors of the Company has constituted an Audit Committee on 20.04.2018. The Constitution, composition and functioning of the Audit Committee also meets with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the recommendations of Audit Committee have been accepted by the Board of Directors of the Company.

The Composition of the Committee is as under:

Sr. No.

Name

Designation

1.

Mr. Dayalal Harjivanbhai Kesharia -Independent Director

Chairperson

2.

Ms. Shweta Chirag Kathrani -Independent Director

Member

4

Mr. Deven Dipesh Nandani

Non Executive - Non Independent Director

Member

Meeting:

During the financial year ended March 31, 2021, the Members of the Audit Committee met 5 (Five) Times on (1) 19/05/2020, (2) 28-07-2020, (3) 25/08/2020, (4) 12/11/2020, (5) 11/02/2021 and all the members have attended the meeting. Company Secretary Mr Kishor Kikani acted as secretary of the Audit Committee and attained (1) 28-07-2020,

(2) 25/08/2020, (3) 12/11/2020 meetings and CFO has also attended all the meetings.

Terms & Reference of audit committee:

The Role of Audit Committee together with its powers as Part C of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013 shall be as under:

1. Oversight of the listed entity‘s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

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

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 before submission to the board for approval;

5. Reviewing, with the management, the half yearly financial statements before submission to the board for

approval, with particular reference to;

> matters required to be included in the directors responsibility statement to be included in the board‘s report in terms of clause(c) of sub-section(3)ofSection134oftheCompanies Act,2013;

> changes, if any, in accounting policies and practices and reasons for the same;

> majoraccountingentriesinvolvingestimatesbasedontheexerciseofjudgmentbymanagement;

> significant adjustments made in the financial statements arising out of audit findings;

> compliancewithlistingandotherlegalrequirementsrelatingtofinancialstatements;

> disclosure of any related party transactions;

> modified opinion(s) in the draft audit report

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 other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

7. Reviewing and monitoring the auditor‘s independence and performance and effectiveness of audit process;

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

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the listed entity, 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 the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the interna laudit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

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

15. The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the company.

16. Discussing with the statutory auditors before the audit commences, about the nature and scope of audit as well as postaudit discussion to ascertain any area of concern;

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

18. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as postaudit discussion to ascertain any area of concern;

19. The Audit Committee shall have authority to investigate into any matter in relation to the items specified in section 177(4) of Companies Act 2013 or referred to it by the Board.

20. 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;

21. To review the functioning of the whistle blower/Vigil mechanism;

22. Approving the appointment of the Chief Financial Officer (i.e. the whole time finance director or any other person heading the finance function) after assessing the qualifications,experience and background, etc.,of the candidate; and;

23. Audit committee shall oversee the vigil mechanism.

24. Audit Committee will facilitate KMP/auditor(s) of the Company to be heard in its meetings.

25. Carrying out any other function as is mentioned in the terms of reference of the audit committee or containing into SEbI Listing Regulations2015.

Further, the Audit Committee shall mandatorily review the following:

a) Management discussion and analysis of financial condition and results of operations;

b) Statement of significant related party transactions (as defined by the audit committee),submitted by management;

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

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

e) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

f) Statement of deviation

2. NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors of the Company has constituted Nomination and Remuneration Committee (NRC)on 20.04.2018. The Constitution, composition and functioning of the Nomination and Remuneration Committee also meets with the requirements of Section 178(1) of the Companies Act, 2013.and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Sr. No.

Name

Designation

1.

Ms. Shweta Chirag Kathrani Independent Director

Chairperson

2.

Mr. Dayalal Harjivanbhai Kesharia Independent Director

Member

4

Mr. Deven Dipesh Nandani

Non Executive - Non Independent Director

Member

Meeting

During the financial year ended on March 31,2021, the Members of the Nomination and Remuneration Committee met 2 (Two) Times on (1) 11/07/2020,(2) 28/07/2020 and all the members have attended the meeting. Company Secretary Mr Kishor Kikani acted as secretary of the Nomination and Remuneration Committee and attained (1) 11/07/2020 ,(2) 28/07/2020 meetings and CFO has also attended all the meetings.

Terms & Reference of Nomination and Remuneration committee:

1. Identify persons who are qualified to become directors and may be appointed in senior management in accordance with the Criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every directors performance.

2. Formulate the criteria for determining the qualifications, positive attributes and independence of a director and recommend to the board a policy relating to the remuneration for directors, KMPs and other employees.

3. Formulation of criteria for evaluation of performance of independent directors and the board of directors;

4. Devising a policy on diversity of board of directors;

5. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

6. Determine our Company‘s policy on specific remuneration package for the Managing Director / Executive Director including pension rights.

7 Decide the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of Executive Directors.

8. Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate the performance and determine the amount of incentive of the Executive Directors for that purpose.

9. Decide the amount of Commission payable to the Whole time Directors.

10. Review and suggest revision of the total remuneration package of the Executive Directors keeping in view the performance of the Company, standards prevailing in the industry, statutory guidelines etc.

11. To formulate and administer the Employee Stock Option Scheme.

3. STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

The Board of Directors of the Company has constituted Stakeholder Relationship Committee on 20.04.2018. The Constitution, composition and functioning of the Stakeholder Relationship Committee also meets with the requirements of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Composition of the Committee is as under:

Sr. No.

Name

Designation

2.

Mr. Deven Dipesh Nandani

Non Executive - Non Independent Director

Chairman

3.

Ms. Shweta Chirag Kathrani Independent Director

Member

4.

Mr. Dayalal Harjivanbhai Kesharia Independent Director

Member

Meeting

During the financial year ended on March 31, 2021, the Members of the Stakeholders' Relationship Committee met 1 (One) Time on (1) 12/11/2020, 1and all the members have attended the meeting. Company Secretary Mr Kishor Kikani acted as secretary of the Committee meetings and attained it and CFO has also attended the meeting.

Terms & Reference of Stakeholders’ Relationship Committee:

Redressal of shareholder and investor complaints, including and in respect of:

1. Allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single holding and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the cages in the reverse for recording transfers have been fully utilized.

2. Issue of duplicate certificates and new certificates on split / consolidation / renewal, etc.; and

3. Review the process and mechanism of redressal of Shareholders /Investors grievance and suggest measures of improving the system of Redressal of Shareholders/Investors grievances.

4. non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest/dividend warrants, nonreceipt of annual report and any other grievance/complaints with Company or any officer of the Company arising out in discharge of his duties.

5. Oversee the performance of the Registrar & Share Transfer Agent and also review and take note of complaints directly received and resolved them.

6. Over see the implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider Trading for Listed Companies as specified in the Securities & Exchange Board of India (Probation of insider Trading) Regulations,1992 as amended from time to time.

7. Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting,

8. Carrying out any other function contained in the equity listing agreements as and when amended from time to time. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES :

Your company has acquired 19 lacs Equity Share of Rs. 10 each of M/s. Pearl Furniture Private Limited (CIN: U36100GJ2013PTC073483) out of 19.30 Lacs Equity shares i.e. holding 98.45%and thereby M/s. Pearl Furniture Private Limited. is a Subsidiary Company u/s 2(87)of the Companies Act, 2013 w.e.f. 01st June, 2017.

Our subsidiary company i.e. Pearl Furniture Private Limited is engaged in manufacturing of furniture items like Bed Room furniture, Chairs, Hospital Furniture, School Furniture etc. Attached Annu al Report on Statement Containing Salient features of the financial statement of Subsidiaries as AOC — I with the Annual Report.

NUMBER OF BOARD MEETINGS:

During the financial year ended on March 31, 2021, the Board of Directors met 8 (Eight) Times, the details of which is given below. The maximum interval between any two meetings did not exceed 120 days. The prescribed quorum was presented for all the Meetings and Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

Nameof

Directors

Mr.Umesh

D.Nandani

Mr. Parin U. Nandani

Mr. Deven D. Nandani

Mr.Dayalal

H.Kesharia

Ms. Shweta C. Kathrani

Designation as on 31-03-2021

Managing

Director

Whole Time Director

NonExecutive Director

Independent

Director

Independent

Director

Date of Board Meeting & Attendance of meeting (Y/N)

1

19/05/2020

Y

Y

Y

Y

Y

2

10/06/2020

Y

Y

Y

Y

N

3

11/07/2020

Y

Y

Y

Y

Y

4

28/07/2020

Y

Y

Y

Y

Y

5

25/08/2020

Y

Y

Y

Y

Y

6

12/11/2020

Y

Y

Y

Y

Y

7

27/01/2021

Y

N

Y

Y

N

8

11/02/2021

N

Y

Y

Y

Y

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2021 is available on the Company's website on www.parinfurniture.com

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has not granted any loan and has not made any investment during the year under review and details of existing investment is given in the note 11 of notes to the Financial Statements and also disclosed herewith:

DETAILSOFEXISTINGINVESTMENT

Name& CIN of Company

Type of Investment

No. of Shares Acquired

Amount of Investment

Extent of Holding

PEARL FURNITURE PRIVATE LIMITED

(CIN: 36100GJ2013PTC073483)

In Equity Shares

19,00,000

4,05,58,000

98.45%

As stated aforesaid, by virtue of this Investment, the Company Pearl Furniture Private Limited has became subsidiary Company.

The Company has given Corporate guarantee for PEARL FURNITURE PRIVATE LIMITED (CIN: U36100GJ2013PTC073483), a subsidiary Company for various Credit Facilities availed from STATE BANK OF INDIA.

CHANGES IN THE NATURE OF BUSINESS* MAJOR EVENTS:

For sustained growth in future, Company wants to rely on the main business of Company; there is NO change in nature of business during the financial Year 2020-21 and no major events has been occurred during the year except disturbance in operation of the Company due to spread of Covid-19 pandemic.

WEBSITE:

www.parinfurniture.comis the website of the company. All the requisite details, policy are placed on this website of the Company.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POS ITION OF THE COMPANY OCCURRED BETWEEN THE END OF FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT:

There are no such Material Changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report which can affect the financial position of the Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

No such Order have been passed by the Regulators/Court or Tribunals which can impact the going concern status and Company‘s operation in future.

POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:

The salient features of the Policy on Directors‘ appointment and remuneration of Directors, KMP & senior employees and other related matters are as provided under Section 178(3) of the Companies Act, 2013, SEBI (LODR) Regulations, 2015 and any other re-enactment(s) for the time being in force. Nomination and Remuneration policy is available at the website of the Company. http://www.parinfurniture.com. Managing Director Mr. Umeshbhai D.Nandani (DIN: 00039757) and WholeTime Director, Mr. Parin U. Nandani (DIN:02343309) are not receiving any remuneration from its Subsidiary Company PEARL FURNITURE PRIVATE LIMITED.

INVESTOR GRIEVANCE REDRESSAL POLICY :

The Company has adopted an internal policy for Investor Grievance handling, reporting and solving.

PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information required under Section 197 & Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given below.

a) Ratio of Remuneration of each Director to the Employees' median remuneration:

Particulars

Designation

Remuneration

(pa.)

Median

Remuneration (p.a.)

Ratio

Umesh Nandani

Managing Director

36,00,000

2,40,000

15

Deven Nandani

Non-Executive Director

-

-

-

Parin Nandani

Whole Time Director

36,00,000

2,40,000

15

b) the percentage increase in remuneration of Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager,if any, in the financial year are as under:

> Company Secretary &Compliance Officer and Chief Financial Officer of the Company Appointed and Resigned as below and there is no such increase in remuneration:

Ms. Alpa Jogi is appointed as CFO w.e.f 01.01.2020 and also as Compliance officer w.e.f 01st February, 2020 till 10th July, 2020 and again appointed as Compliance officer w.e.f 11th February, 2021 till 2nd April, 2021.

Kishor Kikani (CS) was appointed as Company Secretary and Compliance officer w.e.f. 11/07/2020 and resigned on 11.02.2021.

Binika Chudasama was appointed as Company Secretary and Compliance officer w.e.f. 03/04/2021.

> The percentage increase in remuneration of each directors:

Umesh Nandani

Managing Director

36,00,000

18,00,000

100%

Increase

DevenNandani

Non-Executive Director

-

3,80,000

-

Parin

Nandani

Whole Time Director

36,00,000

13,50,000

166.67%

Increase

c) Number of permanent Employees on the rolls of the Company as on 31st March, 2021 - 268

d) Sub-clause(xii)ofRule5(1):It is hereby affirmed that the remuneration paid is as per the Remuneration policy of the Company.

e) The percentage increase in the median remuneration of employees for the financial year 2020-21 is- 21.21 %

f) The average increase in the managerial remuneration for the F.Y 2020-21 is 28.02% and the average increase in the salary of employees other than managerial personnel for the FY2020-21 is 101.81%.

g) Information relating to Top 10 Employees as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendments thereof:

Sr.

No.

Employee

Name

Designation

Nature of Employment (Whether contractual or

otherwise)

Educational

Qualification

Age

Expe

rience

(In

Years)

Date of joining

Gross Remuneration Paid (For the year 2021) in Rs.

Previous

employment

the

percentage of equity shares held by the employee in the company

Relative of any director/ Manger (Yes/No) If yes then name of such director and

manager

1

SUSHIL

CHAUHAN

VP - HEALTH CARE DIVISION

On Roll

MBA, Bsc & Diploma in pharmacy

37

16

03/01/2020

187500

MIDMARK INDIA PVT LTD

No

No

2

ALPA JOGI

CFO

On Roll

CA

29

7

01/01/2020

75000

PEARL

FURNITURE PVT. LTD.

No

No

3

KRISHNAN

MAJUMDER

REGIONAL

MANAGER

On roll

Master

41

16

11/15/2018

80000

SAAJ

No

No

4

HARDIK

THAKKAR

DIVISIONAL

HEAD

On roll

Master

36

16

01/01/2012

130000

FUTURE

GROUP

No

No

5

KEYUR

MANEK

DIVISIONAL

HEAD

On Roll

Graduate

36

20

6/28/2002

77500

POONAM

FURNITURE

No

No

6

AJAY

KALARIA

MIS MANAGER

On Roll

LLB

39

21

06/12/2016

77600

KOTHARI & COMPANY

No

No

7

PRASHANT

INDERCHAND

JAIN

VICE

PRESIDENT -GLOBAL SALES

On Roll

Graduate

34

16

12/01/2020

225000

HANSHIL

ENTERPRISE

No

No

8

KISHAN

BHATT

OPERATIONS

MANAGER

On Roll

BBA / DBM

32

13

8/15/2018

70000

J K MACHINE TOOLS PVT. LTD.

No

No

9

KOTAK

KAMLESH

VINODBHAI

PURCHASE

MANAGER

On Roll

Graduate

37

18

07/01/2020

65500

PARADISE

FURNITURE

No

No

10

Mukesh

Ramchandani

Asst Branch Manager

On Roll

Graduate

31

18

01/01/2005

60000

SELF

EMPLOYED

No

No

INSURANCE:

All the assets of the company are adequately insured and the Company has developed proper system for taking insurance on all its insurable assets in order to mitigate the risk.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered into with the related parties as defined under the Companies Act, 2013 during the financial year were in the ordinary course of business and on arm‘s length pricing basis. Form AOC-2 is attached to Board‘s Report as Annexure - II.

FUTURE OUTLOOK:

Our Company is a provider of wide and exclusive range of furniture and lifestyle products for several consumers. Our Company is managed by experienced and dedicated promoters to address th e changing needs of customers in furniture industry. We are consistent in supplying of quality products round the year as customized products are made available to them as per the market demand.

Our Company has been associated with some of the prestigious projects for education furniture such as Rashtriya Madhyamik Shiksha Abhiyan, Sarva Shiksha Abhiyan, IIT Guwahati, IIT Gandhinagar & various Medical Colleges falling under the AIIMS umbrella. Moreover, we have supplied Waiting Area Seating Systems at airports of the country which gave us the confidence to bid & win a global tender for Airport Seating Systems in technical collaboration with C.C.M Srl Group, Italy. In the health care sector, our Company has successfully executed high value orders for Medical & Non Medical Furniture for various Project Implementation Units (PIU‘s), HLL Infratech Services P Ltd (Under the Government of India Health & Family Welfare Dept), multiple AIIMS, U N Mehta Institute of Cardiology & Research, Andhra Pradesh Medical Services & Infrastructure Development Corporation(APMSIDC), Engineering Projects (Inida) Limited (EPIL) and so on. As stated earlier, we are now poised in a very strong position with our affiliation with Airports Authority of India.

All these and many more factors have fueled the organizations efforts to becoming a major player in India in the health care & education furniture products industry.

However, due to spread of Covid-19 pandemic, it is difficult to estimate outlook for future but Management and B oard are optimist towards the growth of the business and have trust that company will grow and develop more in coming years.

SECRETARIAL AUDITOR:

M/s.K.P.Rachchh & Co., Practicing Company Secretaries (Membership No.FCS:5156; CP No:3974), Rajkot has been appointed by board as a secretarial auditor of Company for Financial Year 2020 -21. There has been no qualification, reservation or adverse remark or declaimer made by secretarial auditor.

The Secretarial Audit report for Financial Year is attached here with as Annexure V.

The observations and comments, if any, appearing in the Secretarial Audit Report are self -explanatory and do not call for any further explanation / clarification. The Secretarial Auditors Report does not contain any qualification, reservati on or adverse remark.

SECRETARIAL STANDARDS AND STATEMENT FOR COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

Secretarial Standards issued by the Institute of Company Secretaries of India as applicable to the Company werefollowed and complied with during 2020-21. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively

We hereby states the Company has complied all applicable Secretarial Standards to the extend its applicable.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in all material respects, an adequate Internal Financial Control System over Financial Reporting and such Internal Financial controls over financial reporting were operating effectively.

The company has proper and adequate system of Internal control to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transaction are authorized, recorded and reported correctly. The company has effective system in place for achieving efficiency in operations, optimum and effective utilization of resources, monitoring thereof and compliance with applicable laws. Company has also appointed Mr. Ajay Kalaria as Internal Auditor who will look at Internal Control and report to the Audit Committee and Board.

STATUTORY AUDITORS :

The Board of Directors of the Company (the Board‘), on the recommendation of the Audit Committee (the Committee‘), recommend and Members approved reappointment of M/s. BHAVIN ASSOCIATES, Chartered Accountants on 14th

Annual General Meeting as on 28/09/2020, as the Auditors of the Company for a period of five years from (FY 2020 -21 to FY 2024-25) and hold office of Statutory Auditor of the company till the conclusion of the 19th AGM.

M/s. BHAVIN ASSOCIATES have confirmed that they are eligible to continue to act as Statutory auditor of the Company for the year 2021-22.

STATUTORY AUDITORS REPORT:

The Notes on Financial Statements referred to in the Auditors‘ Report are self -explanatory and do not call for any further comments. The Auditor‘ Report does not contain any qualification or reservation. No fraud has been reported by the Auditors under section 143(12) of the Companies Act, 2013 requiring disclosure in the Board‘s Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is not coming under the criteria as mentioned in Section 135 of the Companies Act, 2013 which specifies the requirement of forming the Corporate Social Responsibility Committee and for spending as CSR Expense.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXC HANGE:

In accordance with the provisions of section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earning and outgo are as follows:

Conservation of Energy

The steps taken or impact on conservation of energy; : Conservation of energy is always been an area of priority in the Company‘s operations. The Company has consumed power of Rs. 21,99,746.84 (P.Y. Rs. 23,77,560.54/- /-) for the year under review.

the steps taken by the company for utilizing alternate sources of energy -NIL The Capital Investment or Energy conservation Equipments: NIL

Technology Absorption:

Conservation of energy is always been an area of priority in the Company‘s operations.

The efforts made towards technology absorption;

The Company has adopted indigenous technology. The Company has derived benefits like product improvement, cost reduction and product development

The Company has not imported any technology during the last three years reckoned from the beginning of the financial year

the expenditure incurred on Research and Development-NIL

The company has not initiated any research and development activities and thus no Expenditure has been incurred on Research and Development.

Foreign Exchange Earnings and Outgo:

Foreign Earnings : Rs. Nil

Foreign Out Go: Rs.3.67.66.227/-

DIRECTORS’ RESPONSIBILITY STATEMENT [DRS]:

In accordance with the provisions of sub-section (5) of Section 134 of the Companies Act, 2013, Your Directors state that—

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31.03.2021and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecti ng fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DISCLOSURE UNDER SEXUAL HARAASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITIONS REDRESSAL) ACT, 2013. :

The Company has always believed in providing a safe and harassment free workplace for every individual working in premises and always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. During the year ended on 31st March, 2021, the Company has not received any complaint pertaining to sexual harassment. Company has also framed and adopted policy and It is hereby stated that the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 [14 of 2013]. The Said Policy is also ava ilable at the W ebsite of the Company.

RISK MANAGEMENT:

In today‘s economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Company‘s risk management is embedded in the business processes. Your company has identified the certain risk like price risk, uncertain global economic environment, interest rate, human resource, competition, compliance and industrial health and safety risk and also planned to manage such risk by adopting best management practice.

ENVIRONMENT, HEALTH AND SAFETY:

The Company accords the highest priority to Environment, Health and Safety. The management is constant ly reviewing the safety standards of the employees and the management believes in the concept of sustainable development.

VIGIL MECHANIS M FOR DIRECTORS AND EMPLOYEES - WHISTLE BLOWER MECHANISM:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013. Through this policy, Employees can raise concerns without any regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company. Any incidents that are reported are investigated and suitable action taken in line with the Whistle Blower Policy. The said policy is available at the website of the Company.

POLICY ON PRESERVATION OF THE DOCUMENTS:

The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015(“Regulations”)on Preservation of the Documents to ensure safekeeping of the records and safeguard the Documents from getting manhandled, while at the same time avoiding superfluous inventory of Documents.

POLICY ON CRITERIA FOR DETERMINING MATERIALITY OF EVENTS:

The Policy is framed in accordance with the requirements of the Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations). T he objective of the Policy is to determine materiality of events or information of the Company and to ensure that such information is adequately disseminated in pursuance with the Regulations and to provide an overall governance framework for such determin ation of materiality.

CORPORATE GOVERNANCE:

Since the Company is listed on SME Emerge Platform of NSE, by virtue of Regulation 15 of SEBI (Listing Obligation And Disclosure Requirements) Regulation, 2015 (" LODR") the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence, Corporate Governance Report does not form part of this Annual Report.

EMPLOYEE RELATIONS:

The relationship with the staff and workers continued to be cordial during the entire year. The Directors wish to place on record their appreciation of the valuable work done and co-operation extended by them at all levels. Further, the Company is taking necessary steps to recruit the required personnel from time to time.

Company considers Employees as asset of the Company and Company have taken utmost care and precautions as per the guidelines of Government for safety of employees from Covid-19 pandemic. There were no incident of strike, lock out, however there was temporary suspension of operations/work at company due to government orders of Lock down and resumed the work w.e.f 19th May. 2020.

COST AUDIT:

Central Government has notified rules for Cost Audit and as per new Companies (Cost Records and Audit) Rules, 2014 issued by Ministry of Corporate Affairs; Company is not falling under the Industries, which will subject to Cost Audit. Therefore filing of cost audit report for the FY 2020-21 is not applicable to the Company.

MANAGEMENT DISCUSSION AND ANALYS IS REPORT:

The Management Discussion and Analysis report has been furnished herewith to Board‘s Report as Annexure - IV ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude for the co-operation and support from its customers, vendors, bankers and business associates and look forward to their continued support.

The Directors are also grateful to the shareholders for the confidence reposed in the Company. Your Directors also wish to place on record their sincere appreciation of the valuable contribution and efforts made by all the employees to achieve in these trying times.

For and on Behalf of Parin Furniture Limited

Sd/-

Date: 17thAugust, 2021 Umesh Dhirajlal Nandani

Place:Rajkot Chairman & Managing Director

(DIN:00039757)