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Parnami Credits Ltd.

BSE: 538646 Sector: IT
NSE: N.A. ISIN Code: INE837C01013
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OPEN 12.19
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VOLUME 1000
52-Week high 15.20
52-Week low 7.25
P/E 87.07
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 12.19
CLOSE 11.61
VOLUME 1000
52-Week high 15.20
52-Week low 7.25
P/E 87.07
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Parnami Credits Ltd. (PARNAMICREDITS) - Director Report

Company director report

To the Members

The Directors are pleased to present the 23rd Annual Report on the business andoperations of the Company together with Audited Balance Sheet as at March 31 2016.

Financial Highlights

The summary of operation and financial results of the company for the year withcomparative figures for last year is as under:

(Amount In Rs.)
Particulars Year ended Year ended
March 31 2016 March 31 2015
Total Income 3695121 5541178
Total expenditure 4647718 3851236
Profit before taxation (1376297) 1689942
Less :Tax Expenses 85000 1097872
Profit after taxation and prior period adjustments (1461297) 592070
Prior period expenses Nil Nil
Profit for the year (1461297) 592070

Review of Operations:

During the year under review the Company recorded the turnover of Rs. 3695121/-against previous year Rs. 5541178/- Profit before tax stood at Rs. (1376297)/- for theyear under review as compared to Rs. 1689942 for the previous year. Profit after taxstood at Rs. (1461297)/- for the year under review as compared to Rs. 592070 for theprevious year.

Transfer to reserves:

During the year under review no amount was transferred to General Reserve.

Dividend:

In view of the business loss incurred during the year your Director’s do notrecommend any dividend for the year 2015-16.

Deposits:

During the year under review your Company did not accept any deposits in terms ofSection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit)Rules 2014. Further The Provision of Section 73 of the Companies Act 2013 is notapplicable on your Company.

Share capital:

During the year under review there were no changes in the Capital Structure of theCompany. As on 31st March 2016 the paid up capital of the Company was Rs. 3 35 28000/-comprising of 3352800 Equity Shares of Rs. 10/- each.

Update on Takeover and Change of Management of the Company

The Shareholders may be aware that Mr. Rakeshchand Jain (holder of 561000 Equity Sharescomprises of 16.73% of share capital of the Company) had entered in Share PurchaseAgreement with Mr. Anil Parnami and M/s. Anil Kumar Parnami (HUF) (Promoters of theCompany) for acquisition of their entire shareholding i.e. 93100 Equity Shares comprisesof 2.77 % of share capital on 27th March 2015 after that he had made a public offer toacquire upto 871728 Equity Shares comprises of 26% of share capital of the company fromthe existing shareholders of the company Mr. Rakeshchand Jain had pursuant to the saidpublic offer acquired 200200 equity shares comprises of 5.97% of the company.

Being a Non Banking Finance Company (NBFC) prior approval of Reserve Bank of India(RBI) is also required for completion of process of Takeover and Change of Management infavour of acquirer which is still awaited from the Reserve Bank of India (RBI). Thestakeholders of the Company will be informed about the updates in the said matter.

Performance Evaluation

Pursuant to the provisions of the Companies Act 2013 and Listing Regulation duringthe year under review the Board carried out the annual evaluation of its own performance.A structured questionnaire covering various aspects of the Board’s functioning suchas adequacy of the composition of the Board and its Committees Board culture executionand performance of specific duties obligation and governance was distributed to eachmember of the Board and inputs were received. The performance evaluation ofNon-Independent Directors and the Board as a whole was carried out by the IndependentDirectors. The Directors expressed their satisfaction with the evaluation process.

Number of meetings of the board:

During the year under review eight Board meetings were held on May 11 2015 May 292015 June 19 2015 August 14 2015 September

03 2015 October 14 2015 November 14 2015 and February 13 2016. The maximum timegap between any two meetings did not exceed 120 days.

Details of the Board of Directors and Attendance Record of Directors during thefinancial year ended March 31 2016 is as under:

Name of director No. of meetings held No. of meetings Attended Last AGM Attended
Mr. T.K Parnami* 8 6 Yes
Mr. Naresh Vasant Patade 8 4 No
Mr. Anil Khanna 8 8 Yes
Mr. Amreesh Kumar 8 7 Yes
Mr. Ishant Malhotra ** 8 8 Yes
Mrs. Sunita Malhotra 8 2 No

*Mr. T. K. Parnami has resigned from the post of Managing Director with effect from14.11.2015. **Mr. Ishant Malhotra has resigned from the Company with effect from07.06.2016

Directors and Key Managerial Personnel:

Directors:

Pursuant to the provisions of Sections 149 and 152 of Companies Act 2013 and in termsof the Articles of Association of the Company Mr. Naresh Vasant Patade Whole TimeDirector of the Company is liable to retire by rotation at the ensuing Annual GeneralMeeting and being eligible offer himself for re-appointment. Brief details of Directorsproposed to be appointed / reappointed as required under regulation 36(3) of the SEBI(listing obligation and disclosure requirement) regulations 2015 are provided in theNotice of Annual General Meeting forming part of this Annual Report.

During the year under review the following changes took place:-

1. Mr. Naresh Vasant Patade (DIN 06706482) Whole Time Director of the Company wasappointed as the Chief Financial Officer (KMP) of the Company with effect from 13thFebruary 2016.

2. Mr. T. K. Parnami (DIN 01186423) the Managing Director of the Company has resignedfrom the Directorship on 14th November 2015.

3. Mr. Naresh Vasant Patade (DIN 06706482) is retiring by rotation and being eligibleoffers himself for re-appointment.

4. Ms. Nikita Aggarwal resigned from the post of Company Secretary w.e.f.19/06/2015 andMs. Pooja R Sawant was appointed as Company Secretary w.e.f.14/10/2015 further Ms. PoojaR Sawant resigned from the post of Company Secretary w.e.f.15/02/2016 and Mr. PrateekGhatiya was appointed as Company Secretary w.e.f. 30/05/2016

Key Managerial Personnel:

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of theCompanies Act 2013 are as follows:

Mr. Naresh Vasant Patade Whole time Director & Chief Financial Officer
Mr. Prateek Ghatiya Company Secretary and Compliance officer

Board Independence:

Our definition of ‘Independence’ of Directors is derived from Regulation16(b) of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 and Section 149(6) of the Companies Act 2013. Based onthe confirmation / disclosures received from the Directors and on evaluation of therelationships disclosed the following Non-Executive Directors are Independent:

Ms. Sunita Malhotra Mr. Anil Khanna Mr. Amreesh Kumar

The Company’s Independent Directors met on 30th August 2015 and 03rd September2015 without the presence of the Managing Director & CEO the Non-ExecutiveNon-Independent Directors and the Management Team. The meeting was attended by all theIndependent Directors and was conducted informally to enable the Independent Directors todiscuss matters pertaining to the Company’s affairs and put forth their combinedviews to the Board of Directors of the Company.

Board Committees:

During the year in accordance with the Companies Act 2013 the Board re-constitutedits Committees. There are currently Four Committees of the Board as follows: I. AuditCommittee II. Nomination and Remuneration Committee

III. Stakeholders’ Relationship Committee IV. Risk Management Committee

Details of all the Committees along with their charters composition and meetings heldduring the year are provided as below:

? Audit Committee: The provisions of Section 177 of the Companies Act 2013 read withRule 6 of the Companies (Meetings of the Board and its Powers) Rules 2013 is applicableto the Company. The Audit Committee is inter alia entrusted with the responsibility tomonitor the financial reporting audit process determine the adequacy of internalcontrols evaluate and approve transactions with related parties disclosure of financialinformation and recommendation of the appointment of Statutory Auditors.

The Board has constituted the Audit Committee which comprises of Mr. Amreesh KumarTyagi as the Chairman Mr. T.K. Parnami Mr. Anil Khanna and Mr. Ishant Malhotra as theMembers. All the recommendation made by the Audit Committee on various matters has beenaccepted by the Board. The Committee met four times during the financial year on 29 May2015 14 August 2015 14 November 2015 and 13 February 2016.

Due to resignation of Mr. T. K.PArnami on November 14 2015 and Mr. Ishant Malhotra onJune 07 2016 the Audit Committee has been reconstituted on June 30 2016.

? Stakeholders Relationship Committee: The Committee comprises of Mr. Ishant MalhotraIndependent Director Mr. Anil Khanna Independent Director Mr. Amreesh Kumar TyagiIndependent Director and committee is chaired by Mr. Ishant Malhotra.

This Committee is responsible for redressal of shareholders’ and investors’complaints relating to transfer of shares issue of duplicate/consolidated sharecertificates allotment and listing of shares review of cases for refusal oftransfer/transmission of shares and debentures non-receipt of balance sheet andnon-receipt of dividends declared. It is also responsible for reviewing the process andmechanism of redressal of investor complaints and suggesting measures of improving theexisting system of redressal of investor grievances. This Committee is also responsiblefor approval of transfer of Equity and preference shares including power to delegate thesame to registrar and transfer agents. The Securities and Exchange Board of India (SEBI)has commenced processing of investor complaints in a centralized web based complaintsredress system ‘SCORE’. The salient features of this system are:

Centralised database of all complaints on line movements of complaints to theconcerned listed companies on-line upload of Action Taken Reports (ATRs) by the concernedcompanies and on-line viewing by investors of actions taken on the complaint and itscurrent status.

All complaints pertaining to companies will be electronically sent through SCORES atwww.scores.sebi.gov.in. The companies are required to view the complaints pending againstthem and submit ATRs along with supporting documents electronically in SCORES failure onthe part of the company to update the ATR will be treated as non redressal of investorcomplaints by the company.

Yours’ company has registered on SCORES and makes every effort to resolve allinvestor complaints received through SCORES or otherwise within the statutory time limitof the receipts of the complaint.

The committee met 4 (Four) times in the year on 29.05.15 14.08.15 14.11.15 and15.02.2016.

Due to resignation of Mr. Ishant Malhotra on June 07 2016 the StakeholdersRelationship Committee has been reconstituted on June 30 2016.

? Nomination & Remuneration Committee: A Nomination and Remuneration Committee isin existence in accordance with the provisions of subsection (3) of Section 178. TheCommittee met 4 (four) times during the financial year 2015-16 on 29th May 2015 14thAugust 2015 14th October 2015 and 13th February 2016. The composition of the Nominationand Remuneration Committee of the Board of Directors of the Company comprises of Mr.Amreesh Kumar Tyagi as the Chairman Mr. Anil Khanna and Mr. Ishant Malhotra as theMembers..

Due to resignation of Mr. Ishant Malhotra on June 07 2016 the Nomination &Remuneration Committee has been reconstituted on June 30 2016.

Vigil Mechanism/Whistle Blower Policy:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.parnamicredits.in under investors/policy documents/Vigil Mechanism Policy link.

Disclosure under Section 22 of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

The Company is committed to provide a protective environment at workplace for all itswomen employees. To ensure that every woman employee is treated with dignity & respectand as mandated under "The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013"the Company has in place a formal policy forprevention of sexual harassment of its women employees.

The following is the summary of sexual harassment complaints received and disposed offduring the current financial year. Number of Complaints received : NIL

Number of Complaints disposed off : NIL

Particulars of employees and remuneration:

The remuneration paid to the Directors is in accordance with the Nomination andRemuneration Policy formulated in accordance with Section 178 of the Companies Act 2013and Regulation 19 of the Listing Regulations (including any statutory modification(s) orre-enactment(s) for the time being in force)

Remuneration ratio of the directors / Key managerial personnel (KMP) / Employees:

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the Membersat the Registered Office of the Company during business hours on working days of theCompany up to the date of the ensuing Annual General Meeting. If any Member is interestedin obtaining a copy thereof such Member may write to the Company Secretary in thisregard.

Internal Financial Controls:

During the year the Company continued to implement their suggestions andrecommendations to improve the control environment. Their scope of work includes review ofprocesses for safeguarding the assets of the Company review of operational efficiencyeffectiveness of systems and processes and assessing the internal control strengths inall areas. Internal Auditors findings are discussed with the process owners and suitablecorrective actions taken as per the directions of Audit Committee on an ongoing basis toimprove efficiency in operations.

Depository system:

Equity shares of the Company are traded in demat form as well as in physical form. Fordematerialization of shares the Company has connectivity with the National SecuritiesDepository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).

Directors’ Responsibility Statement

Pursuant to the provisions of section 134(3)(C) read with Section 134(5) of thecompanies act 2013 your Directors Confirms that:

(i) In the presentation of the annual accounts for the year ended March 31 2016applicable accounting standards have been followed and that there are no materialdepartures; (ii) That they have in the selection of the accounting policies consultedthe statutory auditors and have applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company for the year ended March 31 2016 and of the loss of the Company for theyear ended on that date; (iii) That they have taken proper and sufficient care to thebest of their knowledge and ability for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; (iv) That theannual accounts have been prepared on a going concern basis. (v) That internal financialcontrols followed by the Company are adequate and were operating effectively and (vi) Thatthe system to ensure compliance with the provisions of all applicable laws were adequateand operating effectively

Significant and Material Orders

There were no significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and company’s operations in futureduring the year 31st March 2016.

Material changes and commitments affecting the financial position of the Company

There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.

Corporate Social Responsibility Committee

Social Welfare Activities has been an integral part of the Company since inception. TheCompany is committed to fulfill its social responsibility as a good corporate citizen. TheCompanies Act 2013 pursuant to the provision of Section 135 has laid down therequirement for constitution of Corporate Social Responsibility Committee which shall beresponsible for laying down the CSR Policy to a certain class or classes of Companies.However our Company does not fall under the requisite criteria and thus the compliancewith the relevant provision of the Companies Act 2013 is not applicable.

Extract of the Annual Return

As per Section 92(3) of the Companies Act 2013 the details forming part of theextract of the Annual Return in the prescribed Form MGT-9 is annexed to this report as"Annexure 1".

Related Party Transactions

All the transactions/contracts/arrangements of the nature as specified in Section188(1) of the Companies Act 2013 entered by the Company during the year under review withrelated party(ies) are in the ordinary course of business and on arms’ length basis.Hence Section 188(1) is not applicable and consequently no particulars in form AOC-2 havebeen furnished.

Management Discussion and Analysis:

The Management’s Discussion and Analysis Report for the year under review asstipulated under Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 is annexed to this report as "Annexure2".

Particulars of loans Guarantees or Investments by the Company:

Being a Non Banking Financial Company the Provision of Section 186 of the CompaniesAct 2013 is not applicable on your Company. However the particulars of loans guaranteesand investments have been disclosed in the financial statements.

Subsidiaries Joint Ventures and Associate Companies:

The Company does not have any Subsidiary Joint venture or Associate Company.

Statutory Auditors and Auditor’s observations:

M/s. Subramaniam Bengali & Associates Chartered Accountants has been appointed asa Statutory Auditors of the Company in the 22nd Annual General Meeting until 26th AGM tobe held in the year 2019 subject to the ratification by the members in every AnnualGeneral Meeting. In compliance to the provisions of Section 139 of the Companies Act2013 the appointment of the statutory auditors is to be ratified by the members at theforthcoming Annual General Meeting. Statutory Auditor has given their consent forratification of their appointment for financial year 2016-17. Accordingly the memberswill be required to ratify the appointment of Auditors for the current financial year andfix their remuneration.

There were no qualifications reservations adverse remarks or disclaimers in thereport of Statutory Auditors of the Company. The Statutory Auditors have not reported anyincident of fraud to the Audit Committee of the Company in the year under review. Allobservations of Auditors are self-explanatory and therefore do not call for any furthercomments by Directors in this report.

Secretarial Auditor Report

In accordance with the provisions of Section 204 of the Companies Act 2013 read withrules there under the Company had appointed Mr. Amit R. Dadheech Practicing CompanySecretaries was appointed as Secretarial Auditors of the Company to conduct thesecretarial audit of the Company for the financial year 2015-16.

During the secretarial audit following observations made by practicing companysecretary :

1. The Company Secretary and Compliance Officer of the Company have resigned witheffect from February 15 2016 during the period under review however the Company hasappointed the Company Secretary and Compliance Officer as per provisions of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

2. The Company has appointed Internal Auditor and file the necessary form with theRegistrar of Companies on 22.08.2016 vide SRN No.

G09674847.

Comments on observation by Secretarial Auditor

All observation of auditors are self explanatory and therefore do not call for anyfurther comments by directors in this report. The secretarial audit report in Form MR-3for FY- 2015-16 as annexed to this report as "Annexure 3".

Corporate governance:

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI. As per the Regulation 15of SEBI (Listing Obligations And Disclosure Requirements) Regulations 2015 the provisionrelating to Corporate Governance is not applicable to those listed entity having paid upequity share capital not exceeding rupees ten crores and net worth not exceeding rupeestwenty five crores as on the last day of the previous financial year.

In view of the above the provision of the Company has not provided Report on CorporateGovernance for the year ended March 31 2016. However where the provisions of theregulations specified in this regulation becomes applicable the company at a later dateCompany shall comply with the requirements of those regulations within six months from thedate on which the provisions became applicable to the listed entity.

Conservation of energy technology absorption & foreign exchange earnings and outgo:
(a) Energy conservation measures taken : Nil
(b) Additional investments and proposals if any being implemented for reduction of consumption of energy : Nil
Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods : Nil
(d) Total energy consumption and energy consumption per unit of production : Nil
FORM-A: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY
A. Power and fuel consumption : Nil
B. Consumption per unit of production : Nil
TECHNOLOGY ABSORPTION
FORM-B: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION ETC.
I Research and Development : Nil
II Technology Absorption Adaptation and Innovation : Nil
FOREIGN EXCHANGE EARNINGS AND OUTGO
I. Earnings in Foreign Exchange during the year : Nil
II. Foreign Exchange outgo during the year : Nil

Acknowledgment

Your Directors wish to acknowledge all their stakeholders and are grateful for theexcellent support received from the shareholders Bankers Financial InstitutionsGovernment authorities esteemed corporate clients customers and other businessassociates. Your Directors recognize and appreciate the hard work and efforts put in byall the employees of the Company and their contribution to the growth of the Company in avery challenging environment.

By Order and on behalf of the board
For Parnami Credits Limited
Sd/- sd/-
Naresh Vasant Patade Anil Khanna
Whole Time Director Director
DIN : 06706482 DIN : 02435647
Place: Gurgaon
Dated: August 25 2016

ANNEXURE 3 TO DIRECTORS REPORT

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31 MARCH 2016

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No.9 of theCompanies (Appointment and Remuneration Personnel) Rules 2014] To The Members ParnamiCredits Limited

Parnami Tower 2 Floor

SCO 50-51 Old Judicial Complex Civil Lines Gurgaon Haryana - 122001

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Parnami Credits Limited(CIN: L65910HR1993PLC032070) (hereinafter called "the company").Secretarial Audit was conducted in a manner that provided us a reasonable basis forevaluating the corporate conducts/statutory compliances and expressing our opinionthereon.

Based on our verification of the Company's books papers minute books formsand returns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of the Secretarial Audit we hereby report that in our opinion the Company hasduring the audit period covering the financial year ended on 31 March 2016 complied withthe statutory provisions listed hereunder and also that the Company has proper Boardprocesses and compliance mechanism in place to the extent in the manner and subject tothe reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by Parnami Credits

Limited for the financial year ended on 31 March 2016 according to the provisions of:

1.The Companies Act 2013 (the Act) and the rules made thereunder;

2.The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder; 3.The Depositories Act 1996 and the Regulations and Bye-laws framedthereunder;

4.Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings; - (During the period under review the Company has not enteredinto any transaction requiring compliances with the Foreign Exchange Management Act 1999and rules made thereunder)

5. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):-

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

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

c)The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

d)The Securities and Exchange Board of India (Employee Stock Option Scheme and EmployeeStock Purchase Scheme) Guidelines1999;(During the period under reviewthe Company hasnot entered into any transaction requiring compliances with the Securities and ExchangeBoard of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)Guidelines 1999)

e)The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (During the period under review the Company has not entered intoany transaction requiring compliances with the Securities and Exchange Board of India(Issue and Listing of Debt Securities) Regulations 2008)

f)The Securities and Exchange Board of India (Registrars to an Issue and Share TransferAgents) Regulations 1993;

g)The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; (During the period under review the Company has not entered into any transactionrequiring compliances with the Securities and Exchange Board of India (Delisting of EquityShares) Regulations 2009)

h)The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998;(During the period under review the Company has not entered into any transactionrequiring compliances with the Securities and Exchange Board of India (Buyback ofSecurities) Regulations 1998)

OTHER APPLICABLE LAWS:

With respect to the compliance system prevailing in the Company and on examination ofthe relevant documents and records in pursuance thereof on test check basis the Companyhas complied with the following laws applicable to the Company for the period underreview.

1. Prudential Norms and other rules regulations directions and circulars issued bythe Reserve Bank of India Department of Non –

Banking Supervision from time to time

2. Income Tax Act 1961 and Indirect Tax Laws

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

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with Stock Exchange(s) (upto 30November 2015) and the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (w.e.f. 1st December 2015);The Company hasappointed Chief Financial Officer (CFO) on February 13 2016 during the year underreview.

(iii) The company has applied to Reserve Bank of India (DNBS) for the Change ofManagement and control. The Approval for the same is under process.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.

We further report that:

We further report that the Board of Directors of the Company is duly constituted withproper balance of Executive Directors Non-Executive Directors and Independent Directors.The changes in the composition of the Board of Directors that took place during the periodunder review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' views if any arecaptured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that during the audit period:

1. The Company Secretary and Compliance Officer of the Company have resigned witheffect from February 15 2016during the period under review however the Company hasappointed the Company Secretary and Compliance Officer as per provisions of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

2. The Company has appointed Internal Auditor and file the necessary form with theRegistrar of Companies on 22.08.2016 vide SRN No. G09674847.

For Amit R. Dadheech & Associates

Sd/-

Amit R. Dadheech

M. No.: 22889

C.P. No.: 8952

Date: 25.08.2016

Place: Mumbai

This Report is to be read with our letter of even date which is annexed as AnnexureA and forms an integral part of this Report.

Annexure A of Secretarial Audit Report

To

The Members

Parnami Credits Limited

Parnami Tower 2 Floor

SCO 50-51 Old Judicial Complex Civil Lines Gurgaon Haryana - 122001

Our report of even date is to be read along with this letter.

1.Maintenance of Secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2.We have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the Secretarial records. The verificationwas done on test check basis to ensure that correct facts are reflected in Secretarialrecords. We believe that the process and practices we followed provide a reasonable basisof our opinion.

3.We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4.Where ever required we have obtained the Management representation about theCompliance of laws rules and regulations and happening of events etc.

5.The Compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedure on test check basis.

6.The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

For Amit R. Dadheech & Associates

Sd/-

Amit R. Dadheech

M. No.: 22889

C.P. No.: 8952

Date: 25 August 2016

Place: Mumbai

CHIEF EXECUTIVE OFFICER (CEO)/CHIEF FINANCIAL OFFICER(CFO) CERTIFICATION

To

The Board of Directors Parnami Credits Limited Mumbai

In accordance with Regulation 17(8) of SEBI (LODR) Regulations 2015 regardingCorporate Governance I Naresh Vasant Patade Whole Time Director and Chief Financialofficer of Parnami Credits Limited to the best of my knowledge and belief certify that:

(a) I have reviewed financial statements and the cash flow statement for the financialyear ended 31st March 2016 if any and that to the best of my knowledge and belief:

(i) These statements do not contain any materially untrue statement or omit anymaterial fact or contain any statements that might be misleading; (ii) These statementstogether present a true and fair view of the Company’s affairs and are in compliancewith existing accounting standards applicable laws and regulations.

(b) There are to the best of my knowledge and belief no transactions entered into bythe Company during the financial year which are fraudulent illegal and violative of theCompany’s code of conduct.

(c) I accept responsibility for establishing and maintaining internal controls and thatI have evaluated the effectiveness of the internal control systems of the Company and Ihave disclosed to the auditors and the audit committee deficiencies in the design oroperation of internal controls if any of which I am aware and the steps I have taken orpropose to take to rectify these deficiencies.

(d) I have indicated to the auditors and the audit 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 havebeen disclosed in the notes to the financial statements; and

(iii) Instances of significant fraud of which I have become aware and the involvementtherein if any of the management or an employee having a significant role in theCompany’s internal control system over financial reporting.

For and On behalf of the Board of Directors
Parnami Credits Limited
Sd/-
Naresh Vasant Patade
Whole Time Director and Chief Financial Officer
Place: Gurgaon DIN: 06706482
Dated: August 25 2016