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Parin Furniture Ltd.

BSE: 535115 Sector: Others
NSE: PARIN ISIN Code: INE00U801010
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Parin Furniture Ltd. (PARIN) - Director Report

Company director report

TO

THE MEMBER

Your Directors have pleasure in presenting the 13th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended onMarch 31 2019.

SUMMARY OF FINANCIAL HIGHLIGHTS:

The standalone and consolidated performance of the Company for the financial year endedon March 31 2019 is summarized below:

FINANCIAL SUMMARY OF THE COMPANY :

STANDALONE CONSOLIDATED
Particulars 2018-19 2017-18 2018-19 2017-18
Revenue from Operations 705867040 641567066 712545310 648531809
Other Income 3355720 4367154 3295694 4733564
Total Revenue 709222760 645934220 715841004 653265373
Profit/loss before 65939978 71967215 96011741 102943014
Depreciation Finance Costs
Exceptional items and Tax
Expense
Less Depreciation /Amortization 4927428 6806040 8114560 9859328
Profit/Loss before Finance Costs Exceptional items and Tax Expense 61012550 65161175 87897181 93083686
Less: Finance Costs 20961714 25830051 26626131 32889885
Profit/Loss before 40050836 39331124 61271050 60193801
Exceptional items and Tax Expense
Add/(Less): Exceptional Items -- 3599000 -- 4017520
Profit (Loss) before tax 40050836 35732124 61271050 56176281
Expense
Less: Tax Expenses
Current Tax 8252780 13600000 13987780 19250000
Previous Year Tax 1229455 (4238) 1972826 (4238)
Deferred Tax 3539440 (3131879) 4288397 (779746)
Profit (Loss) After tax 27029160 25268241 41022048 37710265
Earning Per Equity Share 2.83 3.84 4.27 5.70

PERFORMANCE AND OPERATION REVIEW

• STAND ALONE FINANCIAL RESULTS:

Despite recession and acute competition performance of your Company for the year underreview has remained very encouraging. Total income was Rs. 709222760 (previous year Rs.645934219). Tax expenses were Rs.9482235 (previous year Rs. 13595762). The netprofit after tax was Rs.27029160 (previous year Rs. 25268241).

CONSOLIDATEDFINANCIAL STATEMENT:

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

CONVERSION OF COMPANY TO PUBLIC LIMITED COMPANY :

Company has been converted from PARIN FURNITURE PRIVATE LIMITED to PARIN FURNITURELIMITED w.e.f. April 04 2018.

RESERVES:

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

DIVIDEND :

The Board of Directors of your Company with a view of Ploughing back of profit have notrecommend any Dividend for the year ended on March 312019.

PUBLIC DEPOSIT :

During the year under review the company has not accepted or renewed any deposit fromthe 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. Theauthorized share capital of the company is Rs. 125000000/- comprising of 12500000Equity shares of Rs. 10 each. The paid up share capital of the company is Rs.111180000/- comprising 11118000 equity shares of Rs. 10 each.

EQUITY INFUSION BY ALLOTMENT OF 3000000 EQUITY SHARES TO PUBLIC THROUGH INITIALPUBLIC OFFER (IPO):

The IPO of the Company was subscribed. The Company after obtaining necessary approvalsand finalization the Basis of allotment in consultation with NSE SME have allotted3000000 Equity Shares of Rs. 10/- each at an issue price of Rs. 63/- per share includingpremium of Rs. 53/- per share to the public through Initial Public Offer (IPO) aftercomplying with the provisions and guidelines under the Companies Act 2013 SEBI (ICDR)& SEBI (LODR). The Post IPO Paid up Share capital of the Company is 11118000 EquityShares of Rs. 10/- each.

Hence During the financial year the Equity share capital of the company is increasedfrom Rs. 81180000 comprising of 8118000 Fully Paid Up Equity Share of Rs. 10 each toRs. 111180000 comprising of 11118000 fully paid up equity share of Rs. 10 Each.

LISTING:

In response to the company‘s application the National Stock Exchange of IndiaLimited (NSE) has given its final approval for listing and trading of Securities on NSE e-Merge (SME Emerge Platform). The Equity Shares of the Company are listed on SME EmergePlatform of NSE Limited w.e.f. 9th October 2018. The Company is regularin payment of Annual Listing Fees and other compliance fees.

DEMATERIALISATION OF EQUITY SHARES:

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

USE OF PROCEEDS FROM IPO :

The proceeds from the issue of the Company vide prospectus have been utilized for thepurpose for which they were raised and there is no deviation in the utilization ofproceeds.

DIRECTORS & KEY MANAGERIAL PERSON [KMP]:

During the Year under review Following Independent Directors and Key ManagerialPersonnel(s) were appointed and resigned from the board of the Company:

Independent Directors

Mr. Dayalal Harjivanbhai Kesharia (Din:08114818) and Dr. Shweta Chirag Kathrani (Din:08114974) appointed as Independent Directors of the company w.e.f. 19.04.2018.

Chief Financial Officer and Company Secretary

Company has appointed Mr. Kamal M. Shah as Chief Financial Officer (CFO) and Ms.Krishna Lodhiya(ACS :A48628) as Company Secretary(CS) w.e.f. 16.04.2018.

Ms. Krishna Lodhiya Company Secretary and Mr. Kamal Shah (CFO) has resigned w.e.f.02.07.2019 due to personal reasons and in place of them Company has appointed Ms. KajalShah (ACS: A51907) as Company Secretary and Mr. Roshan Gupta as CFO of the Company w.e.f.2nd July 2019.

Managing Director & Whole Time Director

Mr. Umesh Nandani's designation is changed from Director to Managing Director w.e.f.19.04.2018. Mr. ParinUmeshbhaiNandani has been appointed as Whole Time Director w.e.f.10.06.2019. Mr. Deven D. Nanadani was appointed as Whole Time Director of the Companyw.e.f. 23.02.2019 thereafter his designation is changed to Non- Executive Director w.e.f.10th June 2019.

DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE:

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. Umesh DhirajlalNandani (DIN:00039757) Managing Director of the Company is liable to retire by rotation at theforthcoming Annual General Meeting and being eligible offered himself for re-appointment.Brief profile of Director seeking Appointment/Re-appointment is given in Annexure Iof the Notice and also presented in Board‘s Report.

The Board confirms that none of the Directors of the Company is disqualified from beingappointed as Director in terms of Section 164 of the Companies Act 2013 and necessarydeclaration 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) ofCompanies Account Rule 2014 and SEBI (Listing Obligation and Disclosure Requirement)Regulation 2015 the Board has carried out an annual performance evaluation of its ownperformance 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 participatesas a Director and hereafter at the first meeting of the Board in every Financial Yeargives a declaration that he meets the criteria of independence as provided under section149(7) of the Companies Act 2013 and accordingly the Company has received necessarydeclaration from each Independent Director under section149(7) of the Companies Act 2013that he/she meets with the criteria of Independence laid down in Section 149(6) of theCompanies Act 2013.

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 therequirements of Section 177 of the Companies Act 2013 and Regulation 18 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

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
3. Mr.Parin Umeshbhai Nandani Non Executive Non Independent Director Member
(UPTO 09TH JUNE 2019)
4 Mr. Deven Dipesh Nandani Non Executive Non Independent Director Member
(W.E.F. 10TH JUNE 2019)

Meeting:

During the financial year ended March 31 2019 the Members of the Audit Committee met6 (Six) Times on (1) 25-04-2018(2) 21-05-2018 (3) 17-09-2018 (4) 01-10-2018(5)31-12-2018 and (6) 15-03-2019 and all the members have attended the meeting .Ms. KrishnaLodhiya Company Secretary acted as secretary of the Committee meetings and CFO Mr. Kamalshah has also attended the meetings.

Terms & Reference of audit committee:

The Role of Audit Committee together with its powers as Part C of Schedule II ofSEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and Companies Act2013 shall be as under:

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

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

3. Approval of payment to statutory auditors for any other services rendered by thestatutory auditors;

4. Reviewing with the management the annual financial statements and auditor's reportthereon before submission to the board for approval;

5. Reviewing with the management the half yearly financial statements beforesubmission to the board for approval with particular reference to;

• matters required to be included in the director‘s responsibility statementto be included in the board‘s report in terms of clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013;

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

• major accounting entries involving estimates based on the exercise of judgmentby management;

• significant adjustments made in the financial statements arising out of auditfindings;

• compliance with listing and other legal requirements relating to financialstatements;

• 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 raisedthrough an issue (public issue rights issue preferential issue etc.) the statement offunds utilized for purposes other than those stated in the offer document / prospectus /notice and the report submitted by the monitoring agency monitoring the utilization ofproceeds of a public or rights issue and making appropriate recommendations to the boardto take up steps in this matter;

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

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

9 . Scrutiny of inter-corporate loans and investments;

10 . Valuation of undertakings or assets of the listed entity wherever it isnecessary;

11 . Evaluation of internal financial controls and risk management systems;

12 . Reviewing with the management performance of statutory and internal auditorsadequacy of the internal control systems;

13 . Reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit; 14. Discussionwith internal auditors of any significant findings and follow up there on;

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

16 . Discussing with the statutory auditors before the audit commences about thenature and scope of audit as well as post-audit discussion to ascertain any area ofconcern;

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

18 . Discussion with statutory auditors before the audit commences about the natureand scope of audit as well as post-audit discussion to ascertain any area of concern;

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

20 . To look into the reasons for substantial defaults in the payment to thedepositors 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 timefinance director or any other person heading the finance function) after assessing thequalifications 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 itsmeetings.

25. Carrying out any other function as is mentioned in the terms of reference of theaudit committee or containing into SEBI Listing Regulations 2015.

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 auditcommittee)submitted by management;

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

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

e) The appointment removal and terms of remuneration of the chief internal auditorshall 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 RemunerationCommittee (?NRC) on 20.04.2018. The Constitution composition and functioning of theNomination 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 andDisclosure Requirements) Regulations 2015. The Composition of the Committee is as under:

Sr. No. Name Designation
1. Ms. Shweta Chirag Kathrani Independent Director Chairperson
2. Mr. Dayalal Harjivanbhai Kesharia Independent Director Member
3. Mr. Parin Umeshbhai Nandani Non Executive Non Independent Director Member
(UPTO 09TH JUNE 2019)
4 Mr. Deven Dipesh Nandani Non Executive Non Independent Director Member
(W.E.F 10TH JUNE 2019)

Meeting

During the financial year ended on March 31 2019 the Members of the Nomination andRemuneration Committee met 3 (Three) Times on (1) 21-05-2018 (2) 31-12-2018 and(3) 01-02-2019 all the members have attended the meeting .Ms. Krishna Lodhiya CompanySecretary acted as secretary of the Committee meetings and CFO Mr. Kamal shah has alsoattended the meeting.

Terms & Reference of Nomination and Remuneration committee:

1. Identify persons who are qualified to become directors and may be appointed insenior management in accordance with the Criteria laid down recommend to the Board theirappointment and removal and shall carry out evaluation of every director‘sperformance.

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

3. Formulation of criteria for evaluation of performance of independent directors andthe 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 directoron the basis of the report of performance evaluation of independent directors;

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

7. Decide the salary allowances perquisites bonuses notice period severance feesand increment of Executive Directors.

8. Define and implement the Performance Linked Incentive Scheme (including ESOP of theCompany) and evaluate the performance and determine the amount of incentive of theExecutive 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 ExecutiveDirectors keeping in view the performance of the Company standards prevailing in theindustry statutory guidelines etc. 11. To formulate and administer the Employee StockOption Scheme.

3. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

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

The Composition of the Committee is as under:

Sr. No. Name Designation
1. Mr. Parin Umeshbhai Nandani Chairman
Non Executive- Non Independent Director (UPTO 09TH JUNE 2019)
2. Mr. Deven Dipesh Nandani Chairman
Non Executive Non Independent Director (W.E.F. 10TH JUNE 2019)
3. Ms. Shweta Chirag Kathrani Member
Independent Director
4. Mr. Dayalal Harjivanbhai Kesharia Member
Independent Director

Meeting

During the financial year ended on March 31 2019 the Members of the Stakeholders'Relationship Committee met 4 (Four) Times on (1) 01-06-2018 (2) 06-09-2018 (3)01-01-2019 and (4) 25-03-2019 and all the members have attended the meeting. Ms. KrishnaLodhiya Company Secretary acted as secretary of the Committee meetings and CFO Mr. Kamalshahhas also attended the meetings.

Terms & Reference of Stakeholders' Relationship Committee:

Redressal of shareholders‘ and investors‘ complaints including and inrespect of:

1. Allotment transfer of shares including transmission splitting of shares changingjoint holding into single holding and vice versa issue of duplicate shares in lieu ofthose torn destroyed lost or defaced or where the cages in the reverse for recordingtransfers have been fully utilized.

2. Issue of duplicate certificates and new certificates on split/consolidation/renewaletc.; and

3. Review the process and mechanism of redressal of Shareholders /Investors grievanceand suggest measures of improving the system of redressal of Shareholders /Investorsgrievances. 4. non-receipt of share certificate(s) non-receipt of declared dividendsnon-receipt of interest/dividend warrants non-receipt of annual report and any othergrievance/complaints with Company or any officer of the Company arising out in dischargeof his duties.

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

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

7. Any other power specifically assigned by the Board of Directors of the Company fromtime 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 andwhen 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 FurniturePvt. Ltd.(CIN: U36100GJ2013PTC073483) out of 19.30 Lacs Equity shares i.e. holding98.45%and thereby M/s. Pearl Furniture Pvt. Ltd. is a Subsidiary Company u/s 2(87)of theCompanies Act 2013 w.e.f. 01st June 2017.

Our subsidiary company i.e.Pearl Furniture Private Limited is engaged in manufacturingof furniture items like Bed Room furniture Chairs Hospital Furniture School Furnitureetc. It has achieved revenue of Rs. 2698.59 Lacs PBT of Rs. 212.20 Lacs and PATRs. 139.92Lacs for the FY 2018-19. Attached Annual Report on Statement Containing Salient featuresof the financial statement of Subsidiaries as AOC I with the Annual Report.

NUMBER OF BOARD MEETINGS:

During the financial year ended on March 31 2019 the Board of Directors met 19(Nineteen) Times the details of which is given below. The maximum interval betweenany two meetings did not exceed 120 days. The prescribed quorum was presented for all theMeetings and Directors of the Company actively participated in the meetings andcontributed valuable inputs on the matters brought before the Board of Directors from timeto time.

Name of Directors Designation as on 31-03-2019 Mr. Umesh Nandani Managing Director D. Mr. Parin U. Nandani Non-Executive Director upto 09th June 2019 and Whole Time Director w.e.f. 10- 06-2019 Mr. Deven D. Nandani Whole-Time Direct or Executive Director upto 09th June 2019and Non-Executive Director w.e.f. 10-06-2019 Mr. Dayalal H. Kesharia Independent Director MS. Shweta C. Kathrani Independent Director
Date of Board Meeting & Attendance of meeting
(Y/N/NA) (*NA: as the Directors were appointed on 19-04-2018)
1 02-04-2018 Y Y Y NA NA
2 16-04-2018 Y Y Y NA NA
3 20-04-2018 Y Y Y -- --
4 25-04-2018 Y Y Y Y Y
5 30-04-2018 Y Y Y -- Y
6 04-05-2018 Y Y Y -- Y
7 21-05-2018 Y Y Y Y Y
8 28-05-2018 Y Y Y -- Y
9 01-06-2018 Y Y Y -- Y
10 01-08-2018 Y Y Y -- Y
11 30-08-2018 Y Y Y -- Y
12 06-09-2018 Y Y Y -- Y
13 17-09-2018 Y Y Y Y Y
14 01-10-2018 Y Y Y Y Y
15 04-10-2018 Y Y Y Y Y
16 13-11-2018 Y Y Y -- Y
17 31-12-2018 Y Y Y -- Y
18 23-02-2019 Y Y Y Y Y
19 25-03-2019 Y Y Y Y Y

EXTRACT OF THE ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Companies Act 2013 read with rules 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of annual return isannexed herewith as Annexure III in MGT-9 and forming part of the report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

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

DETAILS OF EXISTING INVESTMENT

Name& CIN of Company Type of Investment No. of Shares Acquired Amount of Investment Extent of Holding
PEARL FURNITURE PVT. LTD In Equity 1900000 40558000 98.45%
(CIN: 36100GJ2013PTC073483) Shares

As stated aforesaid by virtue of this Investment the Company Pearl Furniture Pvt. Ltdhas became subsidiary Company.

CHANGES IN THE NATURE OF BUSINESS:

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 2018-19.

WEB SITE: www.parinfurniture.com is the website of the company. All the requisitedetails policy are placed on this website of the Company.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES ANDTHE DATE OF THE REPORT:

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

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS 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 impactthe 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 ofDirectors KMP & senior employees and other related matters are as provided underSection 178(3) of the Companies Act 2013 SEBI (LODR)Regulations 2015 and any otherre-enactment(s) for the time being in force. Nomination and Remuneration policy isavailable at the website of the Company. http://www.parinfurniture.com/.

INVESTOR GRIEVANCE REDRESSAL POLICY:

The Company has adopted an internal policy for Investor Grievance handling reportingand solving.

PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information required under Section 197 & Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is given below. a) Ratio ofRemuneration of each Director to the Employees' median remuneration:

Particulars Designation Remuneration Median Remuneration Ratio
(p.a.) (p.a.)
Umesh Nandani Managing Director 1800000 198900 9.05
DevenNandani Executive Director 960000 198900 4.83

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

• Company Secretary & Compliance Officer and Chief Financial Officer of theCompany Appointed w.e.f. 16.04.2019 and as such no increase in remuneration.

• The percentage increase in remuneration of each directors :

Particulars Designation Remuneration (p.a.) Remuneration (p.a.) Increase/
2018-19 2017-18 Decrease (p.a.)
Umesh Nandani Managing Director 1800000 1560000 240000
DevenNandani Executive Director 960000 960000 NIL

c) Number of permanent Employees on the rolls of the Company as on 31st March 2019 -126

d) Sub-clause (xii) of Rule 5(1): It is hereby affirmed that the remuneration paid isas per the Remuneration policy of the Company.

e) The percentage increase in the median remuneration of employees for the financialyear 2018-19 is 8.69%

f) The average increase in the managerial remuneration for the F.Y 2018-19 is9.52% andthe average increase in the salary of employees other than managerial personnel for the FY2018-19 is 5.45%.

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:

Employee Name Designation Nature of Employment (Whether contractual or otherwise) Educational Qualification Age Experience (In Years) Date of joining Gross Remune- ration Paid (For the year 18-19) 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 Mr. Kumar Anjaria VP On roll Graduate 54 27 01/01/2011 132000 Automotive Pvt Ltd No No
2 Rohan Thakkar DGM- Project On roll Master 36 19 01/02/2011 110000 Maruti Architectural Products Pvt Ltd No No
3 Roshan Gupta CFO On Roll CA 30 7 16/04/2018 82600 Maahi Milk Ltd No No
4 Krishnan Majumder Regional Manager On roll Master 40 14 15/11/2018 80000 Saaj No No
5 Hardik Thakkar Divisional Head On roll Master 35 14 01/01/2012 62000 Future Group No No
6 KeyurManek Divisional Head On Roll Graduate 35 18 28/06/2002 57000 Poonam Furniture No No
7 Raj Raichrua Manager/ Accounts On roll B.Com CA 29 7 01/09/2017 53600 J. M Baxi No No
8 MukeshRamcha ndani Asst. Branch Manager On Roll Under Graduate 30 15 01/03/2014 44000 Shree Ram Furniture No No
9 Ajay Kalaria MIS Manager On Roll LLB 38 19 12/06/2016 43600 Kothari & Company No No
10 Kishan Bhatt Manager Project Sales On Roll Master 31 12 15/08/2018 40000 J.K Machine Tools No No

INSURANCE:

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered into with the related parties as defined under the CompaniesAct 2013 during the financial year were in the ordinary course of business and onarm‘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 lifestyleproducts for several consumers. Our Company is managed by experienced and dedicatedpromoters to address the changing needs of customers in furniture industry. We areconsistent in supplying of quality products round the year as customized products are madeavailable to them as per the market demand.

Our core purpose is ?To serve the world with better lifestyle. Our business network isspread in 18 States. We have COCO Flagship Retail Stores and around 900 dealers associatedwith us. We have huge stock keeping facilities having storage area with strong supplychain management. In addition to this we have created spacious specially designedshowrooms for display of our various products like home furniture office furniturehospital furniture institutional furniture etc.

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 forFinancial Year 2018-19. There has been no qualification reservation or adverse remark ordeclaimer made by secretarial auditor.

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

The observations and comments if any appearing in the Secretarial Audit Report areself-explanatory and do not call for any further explanation / clarification. TheSecretarial Auditors Report does not contain any qualification reservation or adverseremark.

SECRETARIAL STANDARDS AND STATEMENT FOR COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

Secretarial Standards issued by the Institute of Company Secretaries of India asapplicable to the Company were followed and complied with during 2018-19. The Company hasdevised proper systems to ensure compliance with the provisions of all applicableSecretarial Standards issued by the Institute of Company Secretaries of India and thatsuch systems are adequate and operating effectively We hereby states the Company hascomplied 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 Systemover Financial Reporting and such Internal Financial controls over financial reportingwere operating effectively.

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

STATUTORY AUDITORS :

M/s. Bhavin Associates. Chartered Accountants Rajkot holds office until theconclusion of Annual General Meeting for the financial year 2019-2020. The Company hasobtained a written confirmation under section 139 of the Companies Act 2013 from M/s.Bhavin Associates. that their appointment is in conformity with the limits specified underthe said section.

STATUTORY AUDITORS REPORT:

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

CORPORATE SOCIAL RESPONSIBILITY(CSR):

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

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

In accordance with the provisions of section 134(3)(m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014 the relevant information pertainingto conservation of energy technology absorption foreign exchange earning and outgo areas follows:

[A] Conservation of Energy

(i) the steps taken or impact on conservation of energy; :

Conservation of energy is always been an area of priority in the Company‘soperations. The Company has consumed power of Rs 2690183.37/- (P. Y. Rs. 2537482/-)for the year under review. (ii) the steps taken by the company for utilising alternatesources of energy - NIL (iii) The Capital Investment or Energy conservation Equipments:NIL

[B] Technology Absorption:

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

(i) The efforts made towards technology absorption;

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

(ii) The Company has not imported any technology during the last three years reckonedfrom the beginning of the financial year

(iii) the expenditure incurred on Research and Development- NIL

The company has not initiated any research and development activities and thus noExpenditure has been incurred on Research and Development.

[C] Foreign Exchange Earnings and Outgo:

Foreign Earnings :Rs. NIL

Foreign Out Go : Rs. 61582.50

DIRECTORS' RESPONSIBILITY STATEMENT [DRS]:

In accordance with the provisions of sub-section (5) of Section 134 of theCompanies Act 2013Your Directors state that a) in the preparation of the annualaccounts the applicable accounting standards had been followed along with properexplanation relating to material departures; b) the directors had selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany at the end of the financial year 31.3.2019 and of the profit and loss of thecompany 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; and e) thedirectors had laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively. f) thedirectors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

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

The Company has always believed in providing a safe and harassment free workplace forevery individual working in premises and always endeavors to create and provide anenvironment that is free from discrimination and harassment including sexual harassment.During the year ended on 31stMarch 2019 the Company has not received anycomplaint pertaining to sexual harassment. Company has also framed and adopted policy andIt is hereby stated that the company has complied with provisions relating to theconstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 [14 of 2013]. The Said Policyis also available at the Website of the Company.

RISK MANAGEMENT:

In today‘s economic environment Risk Management is a very important part ofbusiness. The main aim of risk management is to identify monitor and take precautionarymeasures in respect of the events that may pose risks for the business. YourCompany‘s risk management is embedded in the business processes. Your company hasidentified the certain risk like price risk uncertain global economic environmentinterest rate human resource competition compliance and industrial health and safetyrisk 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. Themanagement is constantly reviewing the safety standards of the employees and themanagement believes in the concept of sustainable development.

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES- WHISTLE BLOWER MECHANISM:

Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors has formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177(10) of the Companies Act 2013.Through this policy Employees can raise concerns without any regarding anydiscrimination harassment victimization any other unfair practice being adopted againstthem or any instances of fraud by or against your Company. Any incidents that are reportedare investigated and suitable action taken in line with the Whistle Blower Policy. Thesaid 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 ExchangeBoard of India (Listing obligations and Disclosure Requirements) Regulations 2015(?Regulations) on Preservation of the Documents to ensure safekeeping of the records andsafeguard the Documents from getting manhandled while at the same time avoidingsuperfluous inventory of Documents.

POLICY ON CRITERIA FOR DETERMINING MATERIALITY OF EVENTS:

The Policy is framed in accordance with the requirements of the Regulation 30 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (Regulations). The objective of the Policy is to determine materialityof events or information of the Company and to ensure that such information is adequatelydisseminated in pursuance with the Regulations and to provide an overall governanceframework for such determination of materiality.

CORPORATE GOVERNANCE:

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

EMPLOYEE RELATIONS:

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

COST AUDIT:

Central Government has notified rules for Cost Audit and as per new Companies (CostRecords and Audit) Rules 2014 issued by Ministry of Corporate Affairs; Company is notfalling under the Industries which will subject to Cost Audit. Therefore filing of costaudit report for the FY 2018-19 is not applicable to the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis report has been furnished herewith toBoard‘s Report as Annexure IV

ACKNOWLEDGEMENT:

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

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

For and on behalf of the Board of Directors
Parin Furniture Limited
Sd/-
Date: 10th August2019 Umesh Dhirajlal Nandani
Place : Rajkot Chairman & Managing Director
(DIN:00039757)