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Parnav Sports Academy Ltd.

BSE: 780017 Sector: Others
NSE: N.A. ISIN Code: INE935P01017
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Parnav Sports Academy Ltd. (PARNAVSPORTS) - Director Report

Company director report

TO THE MEMBERS

PARNAV SPORTS ACADEMY LIMITED

Your Directors are pleased to present the 7th Annual report of your Companywith the Audited Accounts for the year ended on March 31st 2015:

FINANCIAL RESULTS

Particulars For the year ended March 31 2015 For the year ended March 31 2014
Total Income 22264639 15339273
Profit/(Loss) before tax 532090.97 303719.42
Provision for Income Tax 164416 93850
Profit/(Loss) after tax 367674.97 209869.42
Profit/(Loss) adjusted - -
Profit/(Loss) carried to Balance Sheet 367674.97 209869.42

RESULTS OF OPERATIONS

Operating in a volatile and uncertain environment the Company demonstrated theresilience of its business model. The Company delivers robust profits in the financialyear 2014-15. The highlights of the Company's performance are as mentioned above.

RESERVES AND SURPLUS

Rs. 367674.97 is being transferred to the reserve and surplus.

DIVIDEND

The Directors have not recommended any dividend for the financial year 2014-15 in viewof the requirement of funds for expansiof the business.

DIRECTORS

During the year under review Mr. Prashant Singh Tomar had resigned and Ms. Aarti hadbeen appointed as Independent Director in his place with effect from March 21 2015.

Mr. Deepak Tiwari is retire by rotation and being eligible for reappointment hasoffered himself for reappointment as director of the Company retire by rotation.

STATE OF COMPANY AFFIARS

The Company is complying with all the applicable laws and provisions and there is noadverse action against the business operations of the Company.

CHANGE IN THE NATURE OF BUSINESS

During the year under Review the Board of Directors of the Company in its meeting heldon 12th March 2015 approved the alteration in the Maibjects of the Company byinserting the following the new sub-clause (6) (7) (8) (9) & (10)after the existingsub-clause (5) under Clause IIIA of the Memorandum of Associatiof the Company:

(6) To carry on the activities of nursery plantation agriculture horticulture andfarming on any land or property of the company or upon any other property or land whetherbelonging to the company or not and too act as consultant in the field of nurseryplantation agriculture horticulture and farming and to import and export plants andother produce and products relating to the activities of nursery plantation agriculturehorticulture and farming.

(7) To carry on in India or elsewhere the business as manufacture fabricationprocessors importers exporters commission agents brokers showroom owner retailersdistributors exchangers traders buyers sellers job workers stock lists and marketpromote organize agriculture food grains and allied products and agriculture andfarming in an advanced and technical manner including incidental or otherwise.

(8) To carry on in India or elsewhere the business as manufacturer processorsimporters exports agents brokers retailers distributors exchangers traders buyerssellers jobworkers stockists and market promote organize design develop cut sort& grade or otherwise to deal in all shapes sizes varieties specificationsdescriptions applications modalities fashions and uses of garments of man women infant& children including sportswear activowears daily-wears fashionwears partywearswearing apparels underwear purses lingerie mercerized cotton belts wallets and otherallied goods made from cotton silk synthetic jute velvet woolen leather raxir withany combination thereof and to participate in local; national and international tradefairs sales exhibitions seminars and fashions shows or ather sales promotion schemeincluding incidental or otherwise.

(9) To carry on in India or elsewhere the business as manufacturer processorsimporters exports agents brokers retailers distributors exchangers traders buyerssellers jobworkers stockists and market promote organize design develop cut sort& grade or otherwise to deal in all shapes sizes varieties specificationsdescriptions applications modalities fashions and uses of garments of man women infant& children including sportswear activowears daily-wears fashionwears partywearswearing apparels underwear purses lingerie mercerized cotton belts wallets and otherallied goods made from cotton silk synthetic jute velvet woolen leather raxir withany combination thereof and to participate in local; national and international tradefairs sales exhibitions seminars and fashions shows or ather sales promotion schemeincluding incidental or otherwise.

(10) To carry on trading business in any type of commodity and commodity derivativesand / or to act as service providers for commodities or otherwise and /or to carry onbusiness by way of acquiring dealing exchange & transfer trading in sharessecurities currency including their derivatives and F&O. and to carry on business asimporters exporters traders distributors stockiest buyers sellers agents ormerchants in all kinds of electronic goods general goods and construction material goodswith or without delivery.

LISTING OF EQUITY SHARES ON BSE LIMITED

During the year under review Company has been listed with 13027324 Equity Shares onSME ITP plate form of BSE Limited and Trading Approval has been granted on February 42015.

STATUTORY AUDITOR AND HIS REPORT

At the 7th Annual General Meeting held on September 19 2015 R K &ASSOCIATES. Chartered Accountants (FRN 027247N) were appointed as Statutory Auditorsof the Company for a period of five years. In terms of the first proviso to section 139 ofthe Companies Act 2013 the appointment of the Auditors is to be placed for ratificationat the Annual General Meeting. Accordingly the appointment of R K & ASSOCIATES.Chartered Accountants as Statutory Auditors of the Company is placed for ratification bythe Shareholders. In this regard the Company has received a Certificate from the Auditorsto the effect that if they are appointed it would be in accordance with the provisiofsection 141 of the Companies Act 2013. The Report given by the Statutory Auditors for theFinancial Statements for the year ended March 31 2015 read with explanatory notes thereondo not call for any explanatior comments from the Board under Section 134(3) of theCompanies Act 2013.

INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has a formal system of internal control testing which examines both thedesign effectiveness and operational effectiveness to ensure reliability of financial andoperational information and all statutory / regulatory compliances. The Company has astrong monitoring and reporting process resulting in financial discipline andaccountability

DEPOSITS

The Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.

NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES ANDASSOCIATE

Companies during the year Since the Company has no subsidiaries as on 31st March 2015provisiof section 129 of the Companies Act 2013 is not applicable.

CHANGE OF REGISTERED OFFICE

During the year the company changed its registered office from 266 A 2F EleganceJasola District Centre Old Mathura Road New Delhi Delhi -110025 to M-161/B GroundFloor Kalka Bhawan Commercial Centre autam Nagar Road Yusuf Sarai Delhi- 110049 w.e.f05.02.2015

CONSERVATIOF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

The provisions of Section 217 (1) (e) of the Companies Act 1956 read with Companies(Disclosure of Particulars in the Report of Board of Directors) Rules 1988 are notapplicable to the Company. Therefore the information relating to conservatiof energy ortechnology absorption etc. is not given. There has been no foreign exchange earnings andoutgo during the year under Report.

SUBSIDARY COMPANIES

The Company does not have any subsidiary.

CONSOLIDATED FINANCIAL STATEMENTS

Since there is no subsidiary of the Company at present hence no consolidated financialstatements have been prepared.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITIOF THE COMPANY

No material changes and commitments affecting the Financial Positiof the Company whichhave occurred between the end of the Financial year of the Company to which the FinancialStatement relate and the date of this report.

DIRECTORS RESPONSIBILITY STATEMENT

As required by Section 134 (3) (c) of the Companies Act 2013 your Board of Directorshereby state:

a. in the preparatiof the annual accounts for the financial year ended on 31stMarch 2015 the applicable accounting standards had been followed along with properexplanation relating to material departures;

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

c. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis;

e. the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

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

INDEPENDENT DIRECTORS' MEETING

During the year under review the Independent Directors met on March 31 2015 interalia to discuss:

• Evaluatiof the performance of Non-independent Directors and the Board ofDirectors as a whole.

• Evaluatiof the performance of the chairmaf the Company taking into account theviews of the Executive and Non-executive directors.

• Evaluatiof the quality content and timelines of flow of information between theManagement and the Board that is necessary for the Board to effectively and reasonablyperform its duties.

• All the Independent Directors were present at the Meeting.

CORPORATE SOCIAL RESPONSIBILITY (CSR1

During the year under review the Company is not required to comply with the provisionsrelated to Corporate Social Responsibility on the basis of its financial statement.

FAMILIARIZATION PROGRAMME

The Company at its various meetings held during the Financial year 2014 -15 hadfamiliarize the Independent Directors with regard to the roles rights responsibilitiesin the Company nature of the industry in which the Company operates the Business modelsof the Company etc. The Independent Directors have been provided with necessary documentsreports and internal policies to familiarize then with the Company's policies proceduresand practices.

Periodic presentations are made to the Board and Board Committee meeting on Businessand performance updates of the Company Business strategy and risks involved.

Quarterly updates on relevant statutory changes and judicial pronouncements andencompassing important amendments are briefed to the Directors.

CHANGES IN THE KEY MANAGERIAL PERSONNEL

During the year under Review Ms. Garima Bhagla Resigned From the Post of CompanySecretary on 08.11.2014 and on 14th November 2014 Ms. Farha Khan wasappointed as Company Secretary and she resigned on 29th November 2014.

On 29th November 2014 Ms. Keerthi Karnani had been appointed as CompanySecretary of the Company.

Later on Ms. Keerthi Karnani Resigned from the post of Company Secretary w.e.f28.02.2015.

DECLARATION BY AN INDEPENDENT DIRECTORS) AND RE- APPOINTMENT IF ANY

All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act and ListingAgreement.

DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES

a) Board Meetings

During the year 10 (Ten) Board Meetings were convened and held. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.

b) Board Evaluation

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anAnnual Performance evaluatiof its own performance the Directors individually as well asthe evaluatiof the working of its various Committees. A separate exercise was carried outto evaluate the performance of individual Directors including the Chairmaf the Board whowere evaluated on parameters such as level of engagement and contribution independence ofjudgment safeguarding the interest of the Company and its minority shareholders etc. Theperformance evaluatiof the Independent Directors was carried out by the entire Boardexcluding the Directors being evaluated.

c) Audit Committee

The Board has well-qualified Audit Committee with majority of Independent Directorsincluding Chairman. They possess sound knowledge on Accounts Audit Finance TaxationInternal Controls etc. The Company Secretary of the Company acts as Secretary of theCommittee. During the year there are no instances where the Board had not accepted therecommendations of the Audit Committee.

COMPOSITION AND ATTENDANCE AT MEETINGS:

During the year ended on 31st March 2015 the compositiof Audit Committee has been asunder:

Name of Director Designation Category No. Of Meeting Attended
Mr. Prashant Singh Tomar * Chairman Independent Director 4
Mr. Ranjeet Kumar Member Independent Independent 4
Ankit Agrawal Member Non-Independent & Executive Director 4
Ms. Aarti * Chairman Independent Director 1

During the financial year 2014-15 Four (4) meeting of Audit Committee was held.

*Resignatiof Mr. Prashant Singh Tomar from the positiof Directorship & Appointmentof Ms. Aarti as an Independent Director w.e.f. 21.03.2015.

d) Nomination & Remuneration Committee & Its Policy

The Company has duly constituted Nomination and Remuneration Committee to align withthe requirements prescribed under the provisions of the Companies Act 2013.

COMPOSITION AND ATTENDANCE AT MEETINGS:

During the year ended on 31st March 2015 the compositiof Audit Committee has been asunder:

Name of Director Designation Category No. Of Meeting Attended
Mr. Prashant Singh Tomari* Chairman Independent Director 4
Mr. Deepak Kumar Tiwari Member Non-Independent Non Executive Director 4
Mr. Ranjeet Kumar Member Independent Director 4
Aarti* Chairman Independent Director 1

During the financial year 2014-15 Four (4) meeting of Audit Committee was held.

*Resignatiof Mr. Prashant Singh Tomari from the positiof Directorship & Appointmentof Ms. Aarti as an Independent Director w.e.f. 21.03.2015.

e) Risk Management

The Company has laid down the procedures to inform to the Board about the riskassessment and minimization procedures and the Board has formulated Risk management policyto ensure that the Board its Audit Committee and its Executive Management shouldcollectively identify the risks impacting the Company's business and document theirprocess of risk identification risk minimization risk optimization as a part of a riskmanagement policy/ strategy.

The common risks inter alia are: Regulations Credit Risk Foreign Exchange andInterest Risk Competition Business Risk Technology Obsolescence Investments RetentiofTalent and Expansiof Facilities etc. Business risk inter-alia further includes financialrisk political risk legal risk etc. The Board reviews the risk trend exposure andpotential impact analysis and prepares risk mitigation plans if necessary.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisionsin line with the delegated authority. The following substantive Committees constituted bythe Board function according to their respective roles and defined scope:

• Audit Committee of Directors

• Nomination and Remuneration Committee

• Stakeholder Relationship Committee

SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT

Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of TheCompanies (Appointment and Remuneratiof Managerial Personnel) Rules 2014 the Company hasappointed Ms. Neelam Bansal Proprietor of M/ s Neelam Bansal & Associates CompanySecretaries to undertake the Secretarial audit of the Company. The Secretarial AuditorReport provided By the Secretarial Auditor in Form No. MR-3 has been enclosed as Annexure.

With reference to the qualifications we wish to explain that the Company is searchingthe best person for the post of Company Secretary and Chief Financial Officer andeffective steps are being taken to remove the observations.

CORPORATE GOVERNANCE REPORT

As required under Clause 42 of the Listing Agreements with Stock Exchanges theCorporate Governance Report is presented in the separate section and forms an integralpart of the Directors Report and attached as annexure.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 42 of the Listing Agreements with Stock Exchanges theManagement Discussion and Analysis Report is presented in the separate section and formsan integral part of the Directors Report and attached as annexure.

PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

The prescribed particulars of Employees required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneratiof ManagerialPersonnel) Rules 2014 is given below:

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATIOF MANAGERIALPERSONNEL) RULES 2014

Name of Director/KMP and Designation Remuneratiof Director/ KMP for FY 2014-15 (Rs. In Lakhs) % increase in Remuneration in FY 2014-15** Ratio of Remuneratiof Director to Median Remuneratiof employees Ratio of Remuneratiof Director to Median Remuneratiof Employees
Mr. Ankit Aggawal Whole Time Director Nil N.A. N.A. N.A.
Ms. Garima Baghla Ms. Farha Naaz and Ms. Keerthi Karnani Company Secretary 2.4 NA N.A. N.A.

The number of permanent employees as on 31st March 2015 was 3.

Average of remuneratiof employees excluding KMPs - Nil

Company's performance has been provided in the Directors' Report which forms part ofthe Board Report.

The key parameter for the variable component of key managerial personnel(s) is linkedwith Company performance and Individual performance.

The remuneratiof Directors KMPs and other employees is in accordance with theRemuneration Policy of the Company.

STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THECOMPANIES ACT 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATIOFMANAGERIAL PERSONNEL) RULES 2014 AND FORMING PART OF DIRECTORS' REPORT FOR THE FINANCIALYEAR ENDED MARCH 31 2015 -NOT APPLICABLE

The information required pursuant to Section 197(12) read with Rule 5(2) of theCompanies (Appointment and Remuneratiof Managerial Personnel) Rules 2014 in respect ofEmployees of the Company will be provided on request. In terms of Section 136 of the Actthe reports and accounts are being sent to the members and others entitled theretoexcluding the information employees particulars mentioned in rule 5(2) of the said rulewhich is available for inspection by the Members at the Registered Office of the Companyduring the business hours on working days of the Company upto the date of ensuing AnnualGeneral Meeting. If any Member is interest in inspecting the same such Member may writeto the Compliance Officer in advance.

PERSONNEL

The Management-Employees relations remained very cordial throughout the year. YourDirectors wish to place on record their appreciatiof sincere and devoted services renderedby all the workers and staff at all levels.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the provisiof Section 177 (9) of the Companies Act 2013 the Company isrequired to establish an effective Vigil Mechanism for Directors and Employees to reportgenuine concerns. In line with this the

Company has framed a Vigil Mechanism Policy through which the Directors and Employeesmay report concerns about unethical behavior actual or suspected fraud or violatiof theCompany's Code of Conduct & Ethics without fear of reprisal.

The Employees and Directors may report to the Compliance Officer and have direct accessto the Chairmaf the Audit Committee. The Whistle Blower Policy is placed on the website ofthe Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Woman at Workplace (Prevention Prohibition and Redressal)Act 2013. All women employees (permanent contractual temporary and trainee) are coveredunder this Policy.

The following is a summary of Sexual Harassment complaints received and disposed offduring the year:

a. No. of Complaints received: 0

b. No. of Complaints disposed off: 0

RELATED PARTY TRANSACTIONS

There are no related party transactions in the year under Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

During the year under review the Company has not given any loans and guarantees.Details of Investments covered under the provisions of Section 186 of the Companies Act2013 are given in the Notes to the Financial Statements.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act 2013 Extractof the Annual Return for the financial year ended 31st March 2015 made under theprovisions of Section 92 (3) of the Act in Form MGT -9 is annexed herewith.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No Significant and Material orders has been passed by Securities Exchange Board ofIndia Stock Exchanges Tribunal or Courts in the year under Report.

HUMAN RESOURCES INDUSTRIAL RELATIONS

The takes pride in the commitment competence and dedication shown by its employees inall areas of Business.

The Company is committed to nurturing enhancing and retaining top talent throughsuperior Learning and Organizational Development. This is a part of Corporate HR functionand is a critical pillar to support the Organisation's growth and its sustainability inthe long run.

CAUTIONARY STATEMENT

Statements in this Directors Report describing the Company's objectives projectionsestimates expectations or predictions may be "forward looking statements"within the meaning of applicable securities law and regulations. Actual results coulddefer materially from those expressed or implied. Important factors that could makedifference to the Company's operations include changes in Government regulations Taxregimes Economic developments within India and the countries in which the Companyconducts Business and other ancillary factors.

ACNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance andco-operation received from the cooperative banks Government Authorities customersvendors and members during the year under review. Your Directors also wish to place onrecord their deep sense of appreciation for the committed services by the Company'sexecutive's Staff.

By Order of the Board For PARNAV SPORTS ACADEMY LIMITED

DEEPAK TIWARI ANKIT AGARWAL
DIRECTOR DIRECTOR
DIN: 06653035 DIN: 06705022
Place: New Delhi
Date: 20/08/2015