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Parin Furniture Ltd.

BSE: 535115 Sector: Others
NSE: PARIN ISIN Code: INE00U801010
BSE 05:30 | 01 Jan Parin Furniture Ltd
NSE 05:30 | 01 Jan Parin Furniture Ltd

Parin Furniture Ltd. (PARIN) - Director Report

Company director report

TO

THE MEMBER

Your Directors have pleasure in presenting the 16th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended onMarch 31 2022.

SUMMARY OF FINANCIAL HIGHLIGHTS:

The standalone and consolidated performance of the Company for the financial year endedon March 31 2022 is summarized below:

FINANCIAL SUMMARY OF THE COMPANY: ( Rs in Lacs except EPS)
STANDALONE CONSOLIDATED
Particulars 2021-22 2020-21 2021-22 2020-21
Revenue from Operations 7539.91 8277.56 7621.51 8390.65
Other Income 93.36 52.21 156.34 55.06
Total Revenue 7633.28 8329.77 7777.85 8445.71
Profit/loss before Depreciation Finance Costs Exceptional items and Tax Expense 815.86 856.04 1148.33 1248.12
Less Depreciation /Amortization 156.00 106.22 199.52 155.65
Profit/Loss before Finance Costs Exceptional items and Tax Expense 659.86 749.81 948.80 1092.47
Less: Finance Costs 266.28 283.62 362.37 381.35
Profit/Loss before Exceptional items and Tax Expense 393.57 466.19 586.44 711.13
Add/(Less): Exceptional Items - - - -
Profit (Loss) before tax Expense 393.57 466.19 586.44 711.13
Less: Tax Expenses
Current Tax 123.22 139.58 174.82 201.95
Previous Year Tax - 19.61 14.19 25.48
Deffered Tax 18.29 16.34 (16.64) 18.44
Profit (Loss) for the period Before Minority interest 288.65 290.66 414.07 465.26
Minority Interest 1.94 2.71
Profit (Loss) for the period 288.65 290.66 412.12 462.56
EPS 2.60 2.61 3.71 4.16

PERFORMANCE AND OPERATION REVIEW

> STANDALONE FINANCIAL RESULTS:

Performance of your Company for the year under review has been mentioned herewith.Total income was Rs. 7633.28 (previous year Rs. 8329.77). Tax expenses were Rs.141.50(previous year Rs. 175.53).The net profit after tax was Rs. 288.65(previous year Rs290.66).

> CONSOLIDATED FINANCIAL 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 subsidiary of your Company including capital reserves total assets totalliabilities details of investment turnover etc. pursuant to Section 129 of theCompanies Act 2013 in the Form AOC-1 which forms part and parcel of this AnnualReport.

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 31 2022.

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. During the year underreview there was no change in the Capital Structure of the Company.

EQUITY INFUSION:

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

LISTING:

The Equity Shares of the Company are listed on SME Emerge Platform of NSE Limited. TheCompany is regular in 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.

DIRECTORS & KEY MANAGERIAL PERSON [KMP]:

During the Year under review there has been no change in the Board of Directors of theCompany and as on 31 st March 2022 Board of Directors of the Company is composed asfollowing:

Sr.No. Name of Director DIN Designation
1 Mr. Umesh Dhirajlal Nandani 00039757 Managing Director- Executive Director
2 Mr. Parin Umeshbhai Nandani 02343309 Whole-Time Director - Executive Director
3 Mr. Deven Dipesh Nandani 07576542 Non Executive Director
4 Mr Dayalal Harjivanbhai Kesharia 08114818 Independent Non-Executive Director
5 Mrs. Shweta Chirag Kathrani 08114974 Independent Non-Executive Director

> Chief Financial Officer and Company Secretary- KEY MANAGERIAL PERSONNEL

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

Ms Binika Chudasama(ACS 39841) is Company Secretary (CS) and compliance officer w.e.f.3rd April 2021.

In further the term of Mr. Umesh D. Nandani will got expired on 18th April2023 and hence on the recommendation of Nomination and Remuneration Committee Board atits meeting held on 23rd June 2022 have re-appointed Mr. Umesh D. Nandani asManaging Director of the Company for a further period of 5 years effective from 19thApril 2023 as per provision of section 196(2) of the Companies Act 2013 and has alsorevised remuneration and other terms of re-appointment. Pursuant to section 196 of theCompanies Act 2013 reappointment and revision in remuneration and other terms ofre-appointment as approved by the Board are subject to approval of the Members of theCompany at ensuing Annual General Meeting.

DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTERSE:

Name of Directors Relationship with other Directors
Umesh D. Nandani He is Father of WTD Mr. Parin U. Nandani
Parin U. Nandani He is Son of Managing Director Mr. Umesh D. Nandani
Deven Dipesh Nandani None (As per definition of Relative)
Dayalal Harjivanbhai Kesharia None
Shweta Chirag Kathrani None

RETIREMENT BY ROTATION :

In terms of Section 152 of the Companies Act 2013 Mr. Umesh D. Nandani (DIN:00039757) Director of the Company is liable to retire by rotation at the forthcomingAnnual General Meeting and being eligible offered himself for reappointment. Briefprofile of Director seeking Appointment/Re-appointment is given in Annexure I ofthe 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 annual evaluation of the performance of the Board its Committees and ofindividual Directors has been made.

During the year the Evaluation cycle was completed by the Company internally whichincluded the evaluation of the Board as a whole Board Committees and Directors. TheEvaluation process focused on various aspects of the Board and Committees functioning suchas composition of the Board and Committees experience performance of duties andgovernance issues etc. Separate exercise was carried out to evaluate the performance ofindividual Directors on parameters such as contribution independent judgment and guidanceand support provided to the Management presence at the Board meeting general meetingsand inputs in the discussion of the meeting and decision taking power roles played as pertheir designation in the Company.

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 under Regulation 16(1 )(b) of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 and accordingly the Company has received necessary declaration from each IndependentDirector under section149(7) of the Companies Act 2013 and as per Regulation 16(1 )(b) ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 that he/she meets with the criteria of Independence laiddown in Section 149(6) of the Companies Act 2013 and SEBI (LODR)Regulations.

The independent directors have successfully completed online proficiency selfassessment test conducted by IICA

Following are the Independent directors of the Company:

Mr. Dayalal Harjivanbhai Kesharia - DIN 08114818

Ms. Shweta Chirag Kathrani:DIN: 08114974

During the year the Independent Directors meeting was held on 01.11.2021

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. All therecommendations of Audit Committee have been accepted by the Board of Directors of theCompany.

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. Deven Dipesh Nandani Non Executive - Non Independent Director Member

Meeting:

During the financial year ended March 31 2022 the Members of the Audit Committee met5 (Five) Times on (1) 03.04.2021 (2)28.06.2021 (3)17.08.2021 (4) 01.11.2021 (5)11.02.2022 and all the members have attended the meeting.

Company Secretary Ms Binika Chudasama acted as secretary of the Audit Committee and CFOhas also attended all the meetings.

Terms & Reference of audit committee:

The Role of Audit Committee together with its powers as Part C of Schedule II of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and Companies 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 directors responsibility statement to beincluded in the board‘s report in terms of clause(c) of sub-section(3) of Section 134of 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 judgment bymanagement;

> 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 is necessary;

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 interna laudit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit;

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

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 the natureand scope of audit as well as post- audit discussion to ascertain any area of concern;

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

18. Discussion with statutory auditors before the audit commences about the nature andscope 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 in relationto the items specified in section 177(4) of Companies Act 2013 or referred to it by theBoard.

20. To look into the reasons for substantial defaults in the payment to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends)andcreditors;

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. Mrs. Shweta Chirag Kathrani Independent Director Chairperson
2. Mr. Dayalal Harjivanbhai Kesharia Independent Director Member
3. Mr. Deven Dipesh Nandani Non Executive - Non Independent Director Member

Meeting

During the financial year ended on March 312022 the Members of the Nomination andRemuneration Committee met 2 (Two) Times on (1) 03.04.2021(2) 29.03.2022 and allthe members have attended the meeting. Company Secretary Ms Binika Chudasama acted assecretary of the Committee and CFO has also attended all the meetings.

Terms & Reference of Nomination and Remuneration committee:

I. 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 directors performance.

2 To evaluate the balance of skills knowledge and experience on the Board and on thebasis of such evaluation prepare a description of the role and capabilities required ofan independent director. The person recommended to the Board for appointment as anindependent director shall have the capabilities identified in such description. For thepurpose of identifying suitable candidates the Committee may:

a. use the services of an external agencies if required;

b. consider candidates from a wide range of backgrounds having due regard todiversity; and

c. consider the time commitments of the candidates.

3. 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.

4. Formulation of criteria for evaluation of performance of independent directors andthe board of directors;

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

6. Whether to extend or continue the term of appointment of the independent directoron the basis of the report ofperformance evaluation of independent directors;

7. recommend to the board all remuneration in whatever form payable to seniormanagement.

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

9. Decide/recommend to board the salary allowances perquisites bonuses noticeperiod severance fees and increment of Executive Directors.

10. 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.

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

12. 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.

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

3. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

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

The Composition of the Committee is as under:

Sr. No. Name Designation
1. Mr. Deven Dipesh Nandani Non Executive — Non Independent Director Chairman
2. Ms. Shweta Chirag Kathrani Independent Director Member
3. Mr. Dayalal Harjivanbhai Kesharia Independent Director Member

Meeting

During the financial year ended on March 31 2022 the Members of the Stakeholders'Relationship Committee met 1 (One) Time on (1) 28.06.2021and all the members haveattended the meeting. Company Secretary Ms Binika Chudasama acted as secretary of theCommittee and CFO has also attended all the meetings.

Terms & Reference of Stakeholders' Relationship Committee:

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

1. Allotment transfer of shares including transmission splitting of shares 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 /renewal etc.; 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 dividends non-receiptof interest/dividend warrants nonreceipt of annual report and any othergrievance/complaints with Company or any officer of the Company arising out in dischargeof his duties.

5. Review of measures taken for effective exercise of voting rights by shareholders.

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

7. Over see 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) Regulations1992as amended from time to time.

8. 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

9. 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 FurniturePrivate Limited (CIN: U36100GJ2013PTC073483) out of 19.30 Lacs Equity shares i.e. holding98.45% and thereby M/s. Pearl Furniture Private Limited is a Subsidiary Company u/s2(87)of the Companies 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. Attached Annual Report on Statement Containing Salient features of the financialstatement of Subsidiaries as AOC — I with the Annual Report.

NUMBER OF BOARD MEETINGS:

During the financial year ended on March 31 2022 the Board of Directors met 12(Twelve) Times the details of which is given below. The maximum interval between anytwo 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.

Nameof Directors Mr.Umesh D.Nandani Mr. Parin U. Nandani Mr. Deven D. Nandani Mr.Dayalal H.Kesharia Ms. Shweta C. Kathrani
Designation as on 31-03-2022 Managing Director Whole Time Director Non- Executive Director Independent Director Independent Director
Date of Board Meeting & Attendance of meeting (Y/N)
1 03.04.2021 Y Y Y Y Y
2 25.05.2021 Y Y Y Y Y
3 28.06.2021 Y Y Y Y Y
4 22.07.2021 Y Y Y N Y
5 17.08.2021 Y Y Y Y Y
6 15.09.2021 Y Y Y Y Y
7 18.10.2021 Y Y Y Y Y
8 01.11.2021 Y Y Y Y Y
9 13.12.2021 Y Y Y Y Y
10 20.12.2021 Y Y Y Y N
11 22.01.2022 Y Y Y Y Y
12 29.03.2022 Y Y Y Y Y

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the Annual Return ason March 312022 is available on the Company's website on www.parinfurniture.com

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has not granted any loan and has not made any investment during the yearunder review and details of existing investment is given in the note 11 of notes to theFinancial 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 PRIVATE LIMITED (CIN: 36100GJ2013PTC073483) In Equity Shares 1900000 40558000 98.45%

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

The Company has given/renewed/extended Corporate guarantee for PEARL FURNITURE PRIVATELIMITED (CIN: U36100GJ2013PTC073483) a subsidiary Company for various Credit Facilitiesavailed from STATE BANK OF INDIA.

CHANGES IN THE NATURE OF BUSINESS& MAJOR EVENTS:

For sustained growth in future Company wants to rely on the main business of Company;there is NO change in nature of business during the financial Year 2021-22 and nomajor events has been occurred during the year.

WEBSITE:

www.parinfurniture.com is the website of the company. All the requisite details policyare placed on this website of theCompany.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATESANDTHE 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 ORTRIBUNALSIMPACTING 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. Managing DirectorMr. Umeshbhai D.Nandani (DIN: 00039757) and Whole- Time Director Mr. Parin U. Nandani(DIN:02343309) are not receiving any remuneration from its Subsidiary Company PEARLFURNITURE PRIVATE LIMITED.

INVESTOR GRIEVANCE REDRESSAL POLICY :

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

PARTICULARS OF EMPLOYEES AND REMUNERATION^ YELLOW MAKRED IS PENDING FROM HR)

The information required under Section 197 & Rule 5 of the Companies (Appointmentand Remuneration of ManagerialPersonnel) Rules 2014 is given below.

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

Particulars Designation Remuneration (pa.) Median Remuneration (p.a.) Ratio
Umesh Nandani Managing Director 3600000 243600 14.78
Deven Nandani Non-Executive Director - - -
Parin Nandani Whole Time Director 3600000 243600 14.78

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

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

Ms. Alpa Jogi is appointed as CFO

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

> The percentage increase in remuneration of each directors: No change inremuneration of directors.

PARTICUALRS DESIGNATION REMUNERATION 2021-22 (p.a.) REMUNERATION 2020-21 (p.a.) Increase/Decrease
Umesh Nandani Managing Director 3600000 3600000 -
Deven Nandani Non-Executive Director - - -
Parin Nandani Whole Time Director 3600000 3600000

(c) Number of permanent Employees on the rolls of the Company as on 31stMarch 2022 - 231

(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 2021 -22 is-1.5%

(f) There is no change in managerial remuneration for the F.Y 2021-22 and the averageincrease in the salary of employees other than managerial personnel for the FY2021 -22 is48.81 %.

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

Sr. No. Employee Name Designation Nature of Employment (Whether contractual or otherwise) Education al Qualification Age Experience (In Years ) Date of joining Gross Remuneration Paid (For the year 20- 21) 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 ALPA JOGI CFO On Roll CA 30 8 01/01/2020 75000 PEARL FURNITURE PVT. LTD. No No
2 KRISHNAN MAJUMDER REGIONAL MANAGER On roll Master 42 17 15/11/2018 80000 SAAJ No No
3 HARDIK THAKKAR DIVISIONAL HEAD On roll Master 37 17 01/01/2012 130000 FUTURE GROUP No No
4 KEYUR MANEK DIVISIONAL HEAD On Roll Graduate 37 21 28/06/2002 105000 POONAM FURNITURE No No
5 PRASHANT INDERCHAND JAIN VICE PRESIDENT - GLOBAL SALES On Roll Graduate 35 17 01/12/2020 225000 HANSHIL ENTERPRIS E No No
6 KISHAN BHATT OPERATIONS MANAGER On Roll BBA / DBM 33 14 15/08/2018 75500 J K MACHINE TOOLS PVT. LTD. No No
7 CHINTAN JAYESHBHAI SHAH VICE PRESIDENT - ACCOUNT On Roll CA 38 16 25/10/2021 100000 SELF EMPLOYED No No
8 SUNIL DINESHBHAI TANK GM - PRODUCTION On Roll Graduate 40 22 01/07/2022 110750 POONAM FURNITURE No No
9 PRASAN VIJAYBHAI HIRANI PURCHASE MANAGER On Roll Master 35 13 01/06/2021 90750 PEARL FURNITURE PVT. LTD. No No
10 ROHANKUMAR VINODCHANDRA THAKKAR VICE PRESIDENT - PROJECTS SALES On Roll Master 40 22 21/05/2021 366000 MARUTI ARCHITECT URAL PRODUCTS PVT LTD 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 yearwere in the ordinary course of business and onarm‘s length pricing basis. Form AOC-2 is attached to Board‘s Report asAnnexure- 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 Company has been associated with some of the prestigious projects for furnituresuch as Swarnim Gujarat Sports Foundation Shree Patel Seva Samaj - Aatkot PorbandarNagrik Sahakari Bank Divine Life Hospital - Kutch Transglobe Maa Education TrendsutraPranav Overseas LLP Rashtriya Madhyamik Shiksha Abhiyan Sarva Shiksha Abhiyan IITGuwahati IIT Gandhinagar & various Medical Colleges falling under the AIIMS umbrella.Moreover we have supplied Waiting Area Seating Systems at airports of the country whichgave us the confidence to bid & win a global tender for Airport Seating Systems intechnical collaboration with C.C.M Srl Group Italy. In the health care sector ourCompany has successfully executed high value orders for Medical & Non MedicalFurniture for various Project Implementation Units (PIU‘s) HLL Infratech Services PLtd (Under the Government of India Health & Family Welfare Dept) multiple AIIMS U NMehta Institute of Cardiology & Research Andhra Pradesh Medical Services &Infrastructure Development Corporation(APMSIDC) Engineering Projects (Inida) Limited(EPIL) and so on. As stated earlier we are now poised in a very strong position with ouraffiliation with Airports Authority of India.

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

However due to spread of Covid-19 pandemic it is difficult to estimate outlook forfuture but Management and Board are optimist towards the growth of the business and havetrust that company will grow and develop more in coming years.

SECRETARIAL AUDITOR:

M/s.K.P.Rachchh & Co. Practicing Company Secretaries (Membership No.FCS:5156; CPNo:3974) Rajkot has been appointed by board as a secretarial auditor of Company forFinancial Year 2021-22.

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

The observations and comments if any appearing in the Secretarial Audit Report 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 2021-22. 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 has complied all applicable Secretarial Standards to theextend 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 :

Members at the 14th Annual General Meeting held on 28/09/2020 have re-appointed M/s.BHAVIN ASSOCIATES Chartered Accountants as the Statutory Auditors of the Company for aperiod of five years from (FY 2020 -21 to FY 2024-25) and shall hold office of StatutoryAuditor of the company till the conclusion of the 19th AGM.

M/s. BHAVIN ASSOCIATES have confirmed that they are eligible to continue to act asStatutory auditor of the Company for the year 2022-23.

STATUTORY AUDITORS REPORT AND NO FRAUD REPORTED :

The Notes on Financial Statements referred to in the Auditors‘ Report are self-explanatory and do not call for any further comments. The Auditor‘ Report does notcontain any qualification or reservation. No fraud has been reported by the Auditors undersection 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:

Conservation of Energy

The steps taken or impact on conservation of energy; Conservation of energy is alwaysbeen an area of priority in the Company‘s operations. The Company has consumed powerof Rs. 48.05/- lakhs (P.Y. Rs. 32.66 /- lakhs) for the year under review.

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

Technology Absorption:

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

The efforts made towards technology absorption;

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

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

The expenditure incurred on Research and Development-NIL

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

Foreign Exchange Earnings and Outgo:

Foreign Earnings : Rs. Nil Foreign Out Go: Rs.2.49 lakhs /-

DIRECTORS' RESPONSIBILITY STATEMENT [DRS]:

In accordance with the provisions of sub-section (5) of Section 134 of the CompaniesAct 2013 Your Directors state that-

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures if any;

(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 year31.03.2022 and of the 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; and

(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.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable 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 31st March 2022 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 201 3]. 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 therecords and safeguard the Documents from getting manhandled while at the same timeavoiding superfluous inventory of Documents.

POLICY ON CRITERIA FOR DETERMINING MATERIALITY OF EVENTS:

The Policy is framed in accordance with the requirements of the Regulation 30 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.

Company considers Employees as asset of the Company and Company have taken utmost careand precautions as per the guidelines of Government for safety of employees. There were noincident of strike lock out.

DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year there were no application made and no any proceeding under theInsolvency and Bankruptcy Code 2016.

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 2021-22 is not applicable to the Company.

MANAGEMENT DISCUSSION AND ANALYS IS 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.

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