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Parnami Credits Ltd.

BSE: 538646 Sector: IT
NSE: N.A. ISIN Code: INE837C01013
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VOLUME 39297
52-Week high 15.20
52-Week low 7.25
P/E 78.33
Mkt Cap.(Rs cr) 3
Buy Price 9.40
Buy Qty 203.00
Sell Price 0.00
Sell Qty 0.00
OPEN 9.40
CLOSE 9.40
VOLUME 39297
52-Week high 15.20
52-Week low 7.25
P/E 78.33
Mkt Cap.(Rs cr) 3
Buy Price 9.40
Buy Qty 203.00
Sell Price 0.00
Sell Qty 0.00

Parnami Credits Ltd. (PARNAMICREDITS) - Director Report

Company director report

TO THE MEMBERS

PARNAMI CREDITS LIMITED

Your Directors are pleased to present the 24thAnnual Report on the business andoperations of the Company together with Audited Balance Sheet as at 31st March 2017.

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 Lakhs.)

Particulars 2016-2017 2015-2016
( Indian Rupee) (Indian Rupee)
Total Income 38.50 36.95
Total expenditure 32.62 46.47
Profit before taxation 5.87 (13.76)
Less :Tax Expenses 5.95 0.85
Profit after taxation and prior period adjustments (0.07) (14.61)
Prior period expenses Nil Nil
Profit for the year (0.07) (14.61)

Review of Operations:

During the year under review the Company recorded the turnover of Rs. 38.50 lakhsagainst previous year of Rs. 36.95 lakhs Profit before tax stood at Rs. 5.87 lakhs/- forthe year under review as compared to Rs. (13.76) lakhs for the previous year. Loss aftertax has reduced form Rs. (14.61) lakhs for the previous year to Rs. (0.07) for the year2016-17.

Transfer to Reserves:

The debit balance of Profit & Loss account is transferred to reserves in BalanceSheet.

Dividend:

In view of the business loss incurred during the year your Directors do not recommendany dividend for the year 2016-17.

Share Capital:

During the year under review there were no changes in the Capital Structure of theCompany. As on 31st March 2017 the paid up capital of the Company was Rs. 33528000/-comprising of 3352800 Equity Shares of Rs. 10/- each.

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.

Extract of the Annual Return:

An extract of the Annual Return for the year ended March 31 2017 as provided undersub-section (3) of Section 92 and prescribed under Rule 12 of Companies (Management &Administration) Rules 2014 in the prescribed form MGT-9 is attached as Annexure‘A’ and forms part of this report.

Directors and Key Managerial Person (KMP):

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.

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. Ajaykumar R. Vishwakarma Company Secretary and Compliance officer

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

1. Mr. Ishant Malhotra has resigned from the Company with effect from 07/06/2016.

2. Mrs. Sunita Malhotra (DIN: 07001256) and Mr. Amreesh Kumar (DIN: 03069885)Directors of the Company have resigned from the Directorship on 15/03/2017.

3. Mr. Rakeshchand M Jain (DIN: 00187350) has been appointed as a Managing Director andDirector of the Company with effect from 15/03/2017.

4. Mrs. Meenal Baid (DIN: 07329215) has been appointed as Independent Director of theCompany with effect from 15/03/2017.

5. Mr. Naresh Vasant Patade (DIN 06706482) is getting retired by rotation and eligiblefor re-appointment.

6. Mr. Prateek Ghatiya who was appointed as Company Secretary & Compliance officerwas designated as KMP on 30/05/2016 has resigned from the company w.e.f. 30/04/2017 andMr. Ajaykumar R. Vishwakarma was appointed as Company Secretary and compliance officerdesignated under KMP w.e.f. 10/05/2017.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed undersub-section (6) of Section 149 of the Companies Act 2013 and Regulation 16(1)(b) of theSEBI Listing Regulations.

Update on Takeover and Change of Management of the Company:

During the year under review Management of the Company has been changed with followingchanges:

• The application was filed for approval of change in control and management ofthe Company dated 23rd April 2015 pursuant to proposed acquisition of equity shares andmanagement control by Mr. Rakeshchand M. Jain ("Acquirer") with the office ofReserve Bank of India (RBI). The final approval was received to the Company as well as theacquirer on 02.02.2017. After the approval Joint Public notice was published in thenewspapers and thereafter Mr. Rakeshchand M. Jain was appointed as Promoter ManagingDirector and Director in the Company with effect from 15th of March 2017.

Board Meetings:

During the year under review 7 (Seven) Board meetings were held on May 30 2016 June30 2016 August 13 2016 August 25 2016 November 14 2016 February 02 2017 and March15 2017. The maximum time gap 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 2017 is as under:

Name of director No. of meetings held No. of meetings Attended Last AGM Attended
Mr. Rakeshchand M. Jain* 07 NIL No
Mr. Naresh Vasant Patade 07 07 Yes
Mr. Anil Khanna 07 07 Yes
Mrs. Sunita Malhotra** 07 02 No
Mr. Amreesh Kumar** 07 07 Yes
Mrs. Meenal Baid* 07 NIL No
Mr. Ishant Malhotra*** 07 01 No

*Mr. Rakeshchand M. Jain and Mrs. Meenal Baid have been appointed on 15/03/2017.

** Mrs. Sunita Malhotra and Mr. Amreesh Kumar have resigned on 15/03/2017.

*** Mr. Ishant Malhotra has resigned on 07/06/2016.

Board Independence:

Our definition of 'Independence' of Directors is derived from Regulation 16(b) of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 and Section 149(6) of the Companies Act 2013. Based on the confirmation/ disclosures received from the Directors and on evaluation of the relationshipsdisclosed the following Non-Executive Directors are Independent: Mr. Anil Khanna Ms.Meenal Baid The Company's Independent Directors met on 20.03.2017 without the presence ofthe Managing Director the Non-Executive Non-Independent Directors and the ManagementTeam. The meeting was attended by all the Independent Directors and was conductedinformally to enable the Independent Directors to discuss matters pertaining to theCompany's affairs and put forth their combined views to the Board of Directors of theCompany.

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' RelationshipCommittee Details of all the Committees along with their charters composition andmeetings held during the year are provided as below: Audit Committee: The provisions ofSection 177 of the Companies Act 2013 read with Rule 6 of the Companies (Meetings of theBoard and its Powers)

Rules 2013 is applicable to the Company. The Audit Committee is inter alia entrustedwith the responsibility to monitor the financial reporting audit process determine theadequacy of internal controls evaluate and approve transactions with related partiesdisclosure of financial information and recommendation of the appointment of StatutoryAuditors.

The Board has constituted the Audit Committee which comprises of 2 Independent Non-Executive Director and 1 Executive Director Mr. The Committee met 6 (six)times during thefinancial year on 30th May 2016 30th June 2016 13th August 2016 14th November 201614th February 2017 and 15th March 2017. Mr. Anil Khanna Mr. Naresh Patade as theMembers and Ms. Minal Baid as a Chairman of the committee. All the recommendation made bythe Audit Committee on various matters has been accepted by the Board.

During the year Mr. Ishant Malhotra ( Member)resigned on June 07 2016 and Mr. AmreeshKumar Tyagi ( Member) on March 15 2017; Appointment of Mrs. Minal Baid with effect fromMarch 15 2017 as a chairman of the Audit Committee which was then reconstituted on March15 2017.

Stakeholders Relationship Committee:

The Committee comprises of Mr. Anil Khanna Mr. Rakeshchand M. Jain as the Members andMs. Minal Baid as a Chairman of the committee.

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: Centralizeddatabase of all complaints on line movements of complaints to the concerned listedcompanies on-line upload of Action Taken Reports (ATRs) by the concerned companies andon-line viewing by investors of actions taken on the complaint and its current 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 6 (Six) times during the financial year on 30th May 2016 30th June2016 13th August 2016 14th November 2016 14th February 2017 and 15th March 2017.

During the year Mr. Ishant Malhotra ( Member) resigned on June 07 2016 and Mr. AmreeshKumar Tyagi ( Member) on March 15 2017; Appointment of Mrs. Minal Baid with effect fromMarch 15 2017 as a chairman of the Stakeholder committee which was then reconstituted onMarch 15 2017.

Nomination & Remuneration Committee:

A Nomination and Remuneration Committee is in existence in accordance with theprovisions of subsection (3) of Section 178. The composition of the Nomination andRemuneration Committee of the Board of Directors of the Company comprises of 2 IndependentNon- Executive Director and 1 Executive Director. Mr. Anil Khanna Mr. Naresh Patade asthe Members and Ms. Minal Baid as a Chairman of the committee.The Committee met 6 (Six)times during the financial Year on30th May 2016 30th June 2016 13th August 2016 14thNovember 2016 14th February 2017 and 15th March 2017.

During the year Mr. Ishant Malhotra (Member) resigned on June 07 2016 and Mr. AmreeshKumar Tyagi ( Member) resigned on March 15 2017; Appointment of Mrs. Minal Baid witheffect from March 15 2017 as a chairman of the Committee which was then reconstituted onMarch 15 2017.

The criteria for performance evaluation of the Board included aspects like Boardcomposition and structure; effectiveness of Board processes information and functioningetc. The criteria for performance evaluation of Committees of the Board included aspectslike composition of Committees effectiveness of Committee meetings etc. The criteria forperformance evaluation of the individual Directors included aspects on contribution to theBoard and Committee meetings like preparedness on the issues to be discussed meaningfuland constructive contribution and inputs in meetings etc. The policy is available on theCompany’s website (Weblink: http://www.parnamicredits.in/pdf/Remunerratin%20Policy.pdf)

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 theMembers at the Registered Office of the Company during business hours on working days ofthe Company up to the date of the ensuing Annual General Meeting. If any Member isinterested in obtaining a copy thereof such Member may write to the Company Secretary inthis regard.

Performance Evaluation:

Pursuant to the provisions of section 134(3)(p) of the Companies Act 2013 and ScheduleIV of the Companies Act 2013 and in accordance to Regulation 17(10) of the ListingRegulations 2015 during the year under review the Board carried out the annualevaluation of its own performance. A structured questionnaire covering various aspects ofthe Board’s functioning such as adequacy of the composition of the Board and itsCommittees Board culture execution and performance of specific duties obligation andgovernance was distributed to each member of the Board and inputs were received. Theperformance evaluation of the Independent Directors who will be appointed at the ensuingAnnual General Meeting was carried out by the entire Board. The performance evaluation ofNon-Independent Directors and the Board as a whole was carried out by the IndependentDirectorsat a separate meeting of the Independent Directors.The Directors expressed theirsatisfaction with the evaluation process.

Risks and Management Policy

The Board of Directors of the Company as per the provision of the Companies Act 2013and listing regulation had adopted a risks management policy whereby a proper frameworkis set up which aims at enhancing shareholders’ value and providing an optimum riskreward tradeoff. The risk management approach is based on a clear understanding of thevariety of risks that the organisation faces disciplined risk monitoring and measurementand continuous risk assessment and mitigation measures.Appropriate structures are presentso that risks are inherently monitored and controlled. A combination of policies andprocedures attempts to counter risks as and when they evolve.

Internal Audit & 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.

The Company believes that internal control is a necessary concomitant of the principleof prudent business governance that freedom of management should be exercised within aframework of appropriate checks and balances. The Company remains committed to ensuring aneffective internal control environment that inter alia provides assurance on orderly andefficient conduct of operations security of assets prevention and detection offrauds/errors accuracy and completeness of accounting records and the timely preparationof reliable financial information.

The Company’s independent and Internal Audit processes both at the Business andCorporate levels provide assurance on the adequacy and effectiveness of internalcontrols compliance with operating systems internal policies and regulatoryrequirements. The Financial Statements of the Company are prepared on the basis of theSignificant Accounting Policies that are carefully selected by management and approved bythe Board. These in turn are supported by a set of divisional Delegation Manual &Standard Operating Procedures (SOPs) that have been established for individual units/areas of operations.

The Company has in place adequate internal financial controls with reference to theFinancial Statements. Such controls have been tested during the year and no reportablematerial weakness in the design or operation was observed. Nonetheless the Companyrecognizes that any internal financial control framework no matter how well designed hasinherent limitations and accordingly regular audit and review processes ensure that suchsystems are reinforced on an ongoing basis.

Directors’ Responsibility Statement:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statement:

(i) That in the presentation of the annual accounts for the year ended March 31 2017applicable accounting standards have been followed and that there are no materialdepartures;

(ii) That they have in the selection of the accounting policies consulted thestatutory 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 2017 and of the profit of the Company for theyear ended on that date;

(iii) That they have taken proper and sufficient care to the best of their knowledgeand ability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;

(iv) That the annual accounts have been prepared on a going concern basis.

(v) That internal financial controls followed by the Company are adequate and wereoperating effectively.

(vi) That the system to ensure compliance with the provisions of all applicable lawswere adequate and operating effectively

Listing:

As on date all the 3352800 Equity Shares of the Company are listed on the BombayStock Exchange Limited (BSE). The Company confirms that it has paid the Annual Listingfees for F.Y. 2017-18 to the BSE where the Company’s shares are listed.

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 pursuant to the provision of Section 135 has laid down the requirement forconstitution of Corporate Social Responsibility Committee which shall be responsible forlaying down the CSR Policy to a certain class or classes of Companies. However ourCompany does not fall under the requisite criteria and thus the compliance with therelevant provision of the Companies Act 2013 is not applicable.

Related Parties 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.

Signficant / Material Orders:

There have been no significant and material orders passed by any regulators or courtsor tribunals impacting the going concern status and company’s operations in future.

Disclosure as Required under Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013

There were no Complaints reported under the Prevention Prohibition and Redressal Act2013

Particulars of Employees:

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)

Management Discussion and Analysis:

A separate report on the Management Discussion and Analysis is attached as Annexure‘C’ a separate part of this Annual Report.

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 2017-18. 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 Auditors and their Report:

M/s. B. K. Pradhan & Associate Company Secretaries was appointed as SecretarialAuditors of the Company for the financial year 2017-18 Pursuant to Section 204 of theCompanies Act 2013. The Secretarial Audit Report submitted by them in the prescribed formMR- 3 is attached as Annexure ‘B’ and forms part of this report.

There are no qualifications or observations or other remarks of the SecretarialAuditors in the Report issued by them for the financial year 2016-17 which call for anyexplanation from the Board of Directors

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 2017. However where the provisions of theregulations specified in this regulation becomes applicable to the Company at a laterdate Company shall comply with the requirements of those regulations within six monthsfrom the date on which the provisions became applicable to the listed entity.

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.

Particulars of Loans Guarantees or Investments:

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 Associatecompanies:

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

Depository:

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).

Conservation of Energy Technology Absorption Research & Development and 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
(c) 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

Code for Prevention of Insider Trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employee of the Company.The Company has also formulated "The Code of Fair Disclosure of Unpublished PriceSensitive Information (UPSI)" in compliance with SEBI (Prohibition of InsiderTrading) Regulation 2015.

Acknowledgement:

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 Rakeshchand M. Jain
Whole Time Director Managing Director
DIN: 06706482 DIN: 00187350
Place: Mumbai
Dated: 30th August 2017