parin furniture ltd share price Directors report

PERFORMANCE AND OPERATION REVIEW

STANDALONE FINANCIAL RESULTS:

Performance of your Company for the year under review has been mentioned herewith. Total income was Rs. 8110.64 lakhs (previous year Rs. 7614.79 lakhs). Tax expenses were Rs. 110.96 lakhs (previous year Rs. 86.45).The net profit after tax was Rs.264.81 (previous year Rs 288.65). Net profit is lower as compared to last year due to over stocking, hike in raw material pricing and few projects where gross profit margin were less.

CONSOLIDATED FINANCIAL STATEMENT:

Pursuant to the provisions of Section 129 and 134 and 136 of the Companies Act, 2013 read with rules framed there under and pursuant to Regulation 33 of SEBI (LODR) Regulations, 2015, your Company had prepared consolidated financial statements of the Company and its subsidiary i.e. PEARL FURNITURE PRIVATE LIMITED (CIN: U36100GJ2013PTC073483). The annual financial statements and related detailed information of the subsidiary company will be provided on specific request made by any shareholders and the said financial statements and information of subsidiary companies are open for inspection at the registered office of the company during office hours on all working day except Saturday, Sunday and Public holidays. The separate audited financial statement in respect of the subsidiary company is also available on the website of the Company. As required under Regulation 33 of SEBI (LODR) Regulations, 2015 and in accordance with the requirements of AS 21, the Company has prepared Consolidated Financial Statements of the Company and its subsidiary and is included in the Annual Report. Consolidate Performance and Operation review are as shown above. A report on the performance and financial position of subsidiary of your Company including capital, reserves, total assets, total liabilities, details of investment, turnover, etc., pursuant to Section 129 of the Companies Act, 2013 in the Form AOC-1 which forms part and parcel of this Annual Report.

STATE OF COMPANYS AFFAIR:

The Company is mainly engaged in the business of Manufacturing of Furniture and Companys products includes hospital furniture, education furniture and household furniture like sofa-set, dining table with chairs, centre tables, motorised and non-motorised recliner chair etc.Financial state of Companys affairs is given above. Further the Companys Industry structure, development, outlook etc is given in brief in Management Discussion and Analysis Report forming part of this report.

RESERVES :

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

DIVIDEND:

The Board of Directors of your Company with a view of Ploughing back of profit have not recommend any Dividend for the year ended on March 31, 2023.

PUBLIC DEPOSIT:

During the year under review, the company has not accepted or renewed any deposit from the 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. The authorized share capital of the company is Rs. 12,50,00,000/- comprising of 1,25,00,000 Equity shares of Rs. 10 each. The paid up share capital of the company is Rs. 11,11,80,000/- comprising 1,11,18,000 equity shares of Rs. 10 each. During the year under review, 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. The Company 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 the depositories viz. NSDL and CDSL. The ISIN No. allotted is INE00U801010.

DIRECTORS & KEY MANAGERIAL PERSON [KMP]:

Chief Financial Officer and Company Secretary- KEY MANAGERIAL PERSONNEL

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

Ms Binika Chudasama(ACS 39841) is Company Secretary (CS) and compliance officer during the year.

CHANGES IN BOARD AFTER THE CLOSURE OF FINANCIAL YEAR

the first term of Mr. Dayalal H Kesharia(DIN: 08114818) as an Independent Director got expired on 18^th April, 2023 and hence, on the recommendation of Nomination and Remuneration Committee, Board at its meeting held on 13^th April, 2023 have re-appointed Mr. Dayalal H Kesharia (DIN: 08114818) as an Additional Independent Director of the Company for a further period of 5 years effective from 18^th April, 2023 as per provision of section 161(1) and Section 149 of the Companies Act, 2013. Reappointment as approved by the Board is subject to approval of the Members of the Company at ensuing Annual General Meeting.

In further, the term of Mrs. Shweta Chirag Kathrani (DIN: 08114974) got expired on 18^th April, 2023 and hence, on the recommendation of Nomination and Remuneration Committee, Board at its meeting held on 13^th April, 2023 have re-appointed Mrs. Shweta Chirag Kathrani(DIN: 08114974) as an Additional Independent Director of the Company for a further period of 5 years effective from 18^th April, 2023 as per provision of section 161(1) and Section 149 of the Companies Act, 2013. Reappointment as approved by the Board is subject to approval of the Members of the Company at ensuing Annual General Meeting.

In Furtherance, on the recommendation of Nomination and Remuneration Committee, Board at its meeting held on 13th April, 2023 has appointed Mr. Pranav Vinodkumar Manek (DIN: 09494631) as an Additional Independent Director on the Board of the Company for a term of five (5) years effective from 18^th April, 2023 and the same is subject to approval of the Members of the Company at ensuing Annual General Meeting.

RETIREMENT BY ROTATION :

In terms of Section 152 of the Companies Act, 2013, Mr. Parin U. Nandani (DIN: 02343309), Whole Time Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offered himself for re- appointment.

Brief profile of all the Directors seeking Appointment/Re-appointment is given in Annexure I of the Notice and also presented in Board‘s Report.

The Board confirms that none of the Directors of the Company is disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013 and necessary declaration 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) of Companies Account Rule, 2014 and SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, annual evaluation of the performance of the Board, its Committees and of individual Directors has been made.

During the year, the Evaluation cycle was completed by the Company internally which included the evaluation of the Board as a whole, Board Committees and Directors. The Evaluation process focused on various aspects of the Board and Committees functioning such as composition of the Board and Committees, experience, performance of duties and governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors on parameters such as contribution, independent judgment and guidance and support provided to the Management, presence at the Board meeting, general meetings and inputs in the discussion of the meeting and decision taking power, roles played as per their designation in the Company.

DECLARATION BY INDEPENDENT DIRECTORS:

Every Independent Director, at the first meeting of the Board in which he participates as a Director and hereafter at the first meeting of the Board in every Financial Year, gives a declaration that he/she meets the criteria of independence as provided under section 149(6) of the Companies Act, 2013 and under Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and accordingly the Company has received necessary declaration from each Independent Director under section149(6) of the Companies Act, 2013 and as per Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 that he/she meets with the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and SEBI (LODR)Regulations and Code for Independent directors of the Companies Act, 2013.

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

Following are the Independent directors of the Company as on 31^st March, 2023:

Mr. Dayalal Harjivanbhai Kesharia DIN 08114818 Ms. Shweta Chirag Kathrani:DIN: 08114974

During the year, the Independent Directors meeting was held on 14.11.2022.

COMMITTEES OF BOARD:

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 the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the recommendations of Audit Committee have been accepted by the Board of Directors of the Company.

Meeting:

During the financial year ended March 31, 2023, the Members of the Audit Committee met 5 (Five) Times on (1) 28.04.2022, (2) 23.06.2022, (3)13.08.2022, (4) 14.11.2022, (5) 09.02.2023 and all the members have attended the meeting. Company Secretary Ms Binika Chudasama acted as secretary of the Audit Committee and CFO has 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 Act, 2013 shall be as under:

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 auditors, adequacy of the internal control systems; 13. Reviewing the adequacy of internal audit function, if any, including the structure of the interna laudit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; 14. Discussion with internal auditors of any significant findings and follow up thereon; 15. The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related 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 nature and 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 into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

18. Discussion with statutory auditors before the audit commences, about the nature and 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 in relation to the items specified in section 177(4) of Companies Act 2013 or referred to it by the Board. 20. To look into the reasons for substantial defaults in the payment to the depositors, 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 time finance director or any other person heading the finance function) after assessing the qualifications,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 its meetings.

25. Carrying out any other function as is mentioned in the terms of reference of the audit 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 audit committee),submitted by management; c) Management letters/letters of internal control weaknesses issued by the statutory auditors; d) Internal audit reports relating to internal control weaknesses; and e) The appointment, removal and terms of remuneration of the chief internal auditor shall 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 Remuneration Committee (NRC) on 20.04.2018. The Constitution, composition and functioning of the Nomination 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 and Disclosure Requirements) Regulations, 2015.

Meeting

During the financial year ended on March 31, 2023, the Members of the Nomination and Remuneration Committee met 1 (One) Time on (1) 23.06.2022 and all the members have attended the meeting. Company Secretary Ms Binika Chudasama acted as secretary of the Committee and CFO has also attended all the meetings.

Terms & Reference of Nomination and Remuneration committee:

12. Review and suggest revision of the total remuneration package of the Executive Directors keeping in view the performance of the Company, standards prevailing in the industry, 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 Stakeholders‘ Relationship Committee on 20.04.2018. The Constitution, composition and functioning of the Stakeholders‘ Relationship Committee also meets with the requirements of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015.

Meeting

During the financial year ended on March 31, 2023, the Members of the Stakeholders Relationship Committee met 1 (One) Time on (1) 14.11.2022 and all the members have attended the meeting. Company Secretary Ms Binika Chudasama acted as secretary of the Committee and CFO has also attended all the meetings.

Terms & Reference of Stakeholders Relationship Committee:

Redressal of shareholders‘ and investors‘ complaints, including and in respect of:

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES :

Your company has acquired 19 lacs Equity Share of Rs. 10 each of M/s. Pearl Furniture Private Limited (CIN: U36100GJ2013PTC073483) out of 19.30 Lacs Equity shares i.e. holding 98.45% and thereby M/s. Pearl Furniture Private Limited is a Subsidiary Company u/s 2(87)of the Companies Act, 2013 w.e.f. 01^st June, 2017.

Our subsidiary company i.e. Pearl Furniture Private Limited is engaged in manufacturing of furniture items like Bed Room furniture, Chairs, Hospital Furniture, School Furniture etc. Attached Annual Report on Statement Containing Salient features of the financial statement of Subsidiaries as AOC I with the Annual Report.

NUMBER OF BOARD MEETINGS:

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Companys website on www.parinfurniture.com

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

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

CHANGES IN THE NATURE OF BUSINESS & MAJOR EVENTS:

During the year, Company has with the approval of the Members of the Company at an Extra-Ordinary General Meeting held on 25th August, 2022 included new business activities in its Main Object related to Automobile, Electronic items like Mobile, Tablets and Related Accessories and Real Estate with a view to widen the scope of Companys Business and activities and looking at the various opportunities available in aforesaid objects and Company can reach up with new heights with new business, new clients so as to new financial achievements resultant to better growth and development of the Company. However, company has yet not started its operation in the said business activities.

Further, other then mentioned above there has been no major events during the year.

WEBSITE: www.parinfurniture.com is the website of the company. All the requisite details, policy are placed on this website of the Company.

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

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

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

No such Order have been passed by the Regulators/Court or Tribunals which can impact the going concern status and

Company‘s operation in future.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The salient features of the Policy on Directors‘ appointment and remuneration of Directors, KMP & senior employees and other related matters are as provided under Section 178(3) of the Companies Act, 2013, SEBI (LODR) Regulations, 2015 and any other re-enactment(s) for the time being in force. Nomination and Remuneration policy is available at the website of the Company. http://www.parinfurniture.com. Managing Director Mr. Umeshbhai D.Nandani (DIN: 00039757) and Whole- Time Director, Mr. Parin U. Nandani (DIN:02343309) are not receiving any remuneration from its Subsidiary Company PEARL FURNITURE PRIVATE LIMITED.

INVESTOR GRIEVANCE REDRESSAL POLICY :

The Company has adopted an internal policy for Investor Grievance handling, reporting and solving. Name of Person handling Investor grievance: CS Binika Chudasama Email id: cs@parinfurniture.com Contact details: 0281-3300777 Ext 124

PARTICULARS OF EMPLOYEES AND REMUNERATION:

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

Company Secretary & Compliance Officer and Chief Financial Officer of the Company Appointed and Resigned as below: There is no chnge in CFO & CS during the year: Ms. Alpa Jogi is appointed as CFO - rise in remuneration by 66%

Ms. Binika Chudasama is appointed as Company Secretary and Compliance officer - rise in remuneration by 44%

(c) Number of permanent Employees on the rolls of the Company as on 31^st March, 2023 - 254

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

(e) The percentage increase in the median remuneration of employees for the financial year 2022-23 is- 8.5%

(f) There is increase in managerial remuneration for the F.Y 2022-23 by 133.5% and the average increase in the salary of employees other than managerial personnel for the FY202-23 is 26.15%.

INSURANCE:

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered into with the related parties as defined under the Companies Act, 2013 during the financial year were in the ordinary course of business and on arm‘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 lifestyle products for several consumers. Our Company is managed by experienced and dedicated promoters to address the changing needs of customers in furniture industry. We are consistent in supplying of quality products round the year as customized products are made available to them as per the market demand.

Our Company has been associated with some of the prestigious projects for furniture such as Swarnim Gujarat Sports Foundation, Shree Patel Seva Samaj - Aatkot, Porbandar Nagrik Sahakari Bank, Divine Life Hospital - Kutch, Transglobe, Rajasthan Council of School Education, Maa Education, Trendsutra, Pranav Overseas LLP, Rashtriya Madhyamik Shiksha Abhiyan, Sarva Shiksha Abhiyan, IIT Guwahati, Sarva Siksha Abhiyan-Gujarat , IIT Gandhinagar & various Medical Colleges falling under the AIIMS umbrella. Moreover, we have supplied Waiting Area Seating Systems at airports of the country which gave us the confidence to bid & win a global tender for Airport Seating Systems such as Aai, Port-Blair - 3 Seater Chair, AAI for Jammu Airport, Trichy International Airport, Airports Authority Of India, Varanasni, Public Implementation Unitand in technical collaboration with C.C.M Srl Group, Italy. In the health care sector, our Company has successfully executed high value orders for Medical & Non Medical Furniture for various Project Implementation Units (PIU‘s), HLL Infratech Services P Ltd (Under the Government of India Health & Family Welfare Dept), multiple AIIMS, U N Mehta Institute of Cardiology & Research, Andhra Pradesh Medical Services & Infrastructure Development Corporation(APMSIDC), Engineering Projects (Inida) Limited (EPIL), AAI_Guwahati, West Bengal Medical Services Corporation (wbmsc) Kolkata, so on. As stated earlier, we are now poised in a very strong position with our affiliation with Airports Authority of India.

All these and many more factors have fueled the organization‘s efforts to becoming a major player in India in the health care & education furniture products industry.

Management and Board are optimist towards the growth of the business and have trust 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; CP No:3974), Rajkot has been appointed by board as a secretarial auditor of Company for Financial Year 2022-23. 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 are self -explanatory and do not call for any further explanation / clarification. The Secretarial Auditors Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL STANDARDS AND STATEMENT FOR COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

Secretarial Standards issued by the Institute of Company Secretaries of India as applicable to the Company were followed and complied with during 2022-23. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. We hereby states the Company has complied 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 System over Financial Reporting and such Internal Financial controls over financial reporting were operating effectively. The company has proper and adequate system of Internal control to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transaction are authorized, recorded and reported correctly. The company has effective system in place for achieving efficiency in operations, optimum and effective utilization of resources, monitoring thereof and compliance with applicable laws. Company has also appointed Mr. Ajay Kalaria as Internal Auditor who will look at Internal Control and 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 a period of five years from (FY 2020 -21 to FY 2024-25) and shall hold office of Statutory Auditor of the company till the conclusion of the 19th AGM. M/s. BHAVIN ASSOCIATES have confirmed that they are eligible to continue to act as Statutory auditor of the Company for the year 2023-24.

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 not contain any qualification or reservation. No fraud has been reported by the Auditors under section 143(12) of the Companies Act, 2013 requiring disclosure in the Board‘s Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is not coming under the criteria as mentioned in Section 135 of the Companies Act, 2013 which specifies the requirement of forming the Corporate Social Responsibility 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 read with Rule, 8 of The Companies (Accounts) Rules, 2014, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earning and outgo are as follows:

Conservation of Energy

The steps taken or impact on conservation of energy; Conservation of energy is always been an area of priority in the Company‘s operations. The Company has consumed power of Rs. 32.07/- lakhs (P.Y. Rs. 48.05/- lakhs) for the year under review. The steps taken by the company for utilizing alternate sources of energy -NIL

The Capital Investment or Energy conservation Equipments: NIL

Technology Absorption:

Conservation of energy is always been an area of priority in the Company‘s operations. The efforts made towards technology absorption;

The Company has adopted indigenous technology. The Company has derived benefits like product improvement, cost reduction and product development The Company has not imported any technology during the last three years reckoned from the 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 no Expenditure has been incurred on Research and Development. Foreign Exchange Earnings and Outgo: Foreign Earnings : Rs. Nil Foreign Out Go: Rs. Ni

DIRECTORS RESPONSIBILITY STATEMENT [DRS]:

In accordance with the provisions of sub-section (5) of Section 134 of the Companies Act, 2013, Your Directors state that (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any; (b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31.03.2023; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of 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 for every individual working in premises and always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. During the year ended on 31^st March, 2023, the Company has not received any complaint pertaining to sexual harassment. Company has also framed and adopted policy and It is hereby stated that the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 [14 of 2013]. The Said Policy is also available at the Website of the Company.

RISK MANAGEMENT:

In today‘s economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Company‘s risk management is embedded in the business processes. Your company has identified the certain risk like price risk, uncertain global economic environment, interest rate, human resource, competition, compliance and industrial health and safety risk 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. The management is constantly reviewing the safety standards of the employees and the management 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 business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013. Through this policy, Employees can raise concerns without any regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company to the Chairman of the Audit Committee. Any incidents that are reported are investigated and suitable action taken in line with the Whistle Blower Policy. The said 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 Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 (“Regulations”) on Preservation of the Documents to ensure safekeeping of the records and safeguard the Documents from getting manhandled, while at the same time avoiding 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 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations). The objective of the Policy is to determine materiality of events or information of the Company and to ensure that such information is adequately disseminated in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality.

Following Key Managerial Personnel are authorized for the purpose of determining materiality of events: Name of KMP - Alpa Jogi (CFO) Email id - alpa@parinfurniture.net Contact details - 9099044977

CORPORATE GOVERNANCE:

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

EMPLOYEE RELATIONS:

The relationship with the staff and workers continued to be cordial during the entire year. The Directors wish to place on record their appreciation of the valuable work done and co-operation extended by them at all levels. Further, the Company is taking necessary steps to recruit the required personnel from time to time. Company considers Employees as asset of the Company and Company have taken utmost care and precautions as per the guidelines of Government for safety of employees. There were no incident of strike, lock out.

DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

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

COST AUDIT:

Central Government has notified rules for Cost Audit and as per new Companies (Cost Records and Audit) Rules, 2014 issued by Ministry of Corporate Affairs; Company is not falling under the Industries, which will subject to Cost Audit. Therefore filing of cost audit report for the FY 2022-23 is not applicable to the Company.

MANAGEMENT DISCUSSION AND ANALYS IS REPORT:

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

ACKNOWLEDGEMENT:

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

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