TO THE MEMBERS OF PARNAV SPORTS ACADEMY LIMITED
Your Directors are pleased to present the 13th Annual report of your Company
with the Audited Accounts for the year ended on March 31st 2021.
FINANCIAL RESULTS
| Particulars |
2020-21 |
2019-20 |
| Total Income |
- |
1,00,000.00 |
| Total Expenditure |
1,91,888.00 |
2,32,666.00 |
| Profit before Tax |
(1,91,888.00) |
1,32,666.00 |
| Less: Tax Expenses |
2,711.00 |
(3,523.00) |
| Profit After Tax |
(1,94,599.00) |
(1,36,189.22) |
RESULTS OF OPERATIONS
Operating in a volatile and uncertain environment, the Company demonstrated the
resilience of its business model. The highlights of the Companys performance are as
mentioned above.
RESERVES AND SURPLUS
During the year under review an amount of Rs. (1,94,599.00)/- is being transferred to
the reserve and surplus. DIVIDEND
The Directors have not recommended any dividend for the financial year 2020-2021 due to
non-availability of profit. DIRECTORS
During the year under review, there was no change in the composition of Board of
Directors during the financial year under review.
STATE OF COMPANY AFFIARS
The Company is complying with all the applicable laws and provisions and there is no
adverse action against the business operations of the Company.
STATUTORY AUDITOR AND HIS REPORT
The appointment of M/s. Manoj Raj & Associates, Chartered Accountants, as Statutory
Auditors of the Company is taken on note by the Board of Directors. In this regard the
Company has received a Certificate from the Auditors to the effect that if they are
appointed it would be in accordance with the provision of section 141 of the Companies
Act,
2013. The Report given by the Statutory Auditors for the Financial Statements for the
year ended March 31, 2021 read with explanatory notes thereon do not call for any
explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
INDUSTRIAL RELATIONS
During the year under review, your Company enjoyed cordial relationship with workers
and employees at all levels.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS
The Company has a formal system of internal control testing which examines both the
design effectiveness and operational effectiveness to ensure reliability of financial and
operational information and all statutory/regulatory compliances. The Company has a strong
monitoring and reporting process resulting in financial discipline and accountability
DEPOSITS
The Company has not accepted deposit from the public falling within the ambit of
Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules,
2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.
NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES AND
ASSOCIATE
During the year Since the Company has no subsidiaries as on 31st March, 2021, provision
of section 129 of the Companies Act, 2013 is not applicable.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO
The provisions of Section 134 (1)(m) of the Companies Act, 2013 read with Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules 1988 are not
applicable to the Company. Therefore, the information relating to conservation of energy
or technology absorption etc. is not given. There has been no foreign exchange earnings
and outgo during the year under Report.
SUBSIDARY COMPANIES
The Company does not have any subsidiary.
CHANGE OF REGISTERED OFFICE
There has been no change in the registered office during the financial year under
review.
CONSOLIDATED FINANCIAL STATEMENTS
Since there is no subsidiary of the Company at present, hence no consolidated financial
statements have been prepared.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments affecting the Financial Position of the Company
which have occurred between the end of the Financial year of the Company to which the
Financial Statement relate and the date of this report.
DIRECTORS RESPONSIBILITY STATEMENT
As required by Section 134 (3) (c) of the Companies Act, 2013, your Board of Directors
hereby state:
a. in the preparation of the annual accounts for the financial year ended on 31st
March, 2021, the applicable accounting standards had been followed along with proper
explanation relating to material departures;
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 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 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;
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; and
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.
INDEPENDENT DIRECTORS MEETING
During the year under review, the Independent Directors met on November 06, 2020, inter
alia, to discuss:
• Evaluation of the performance of Non-independent Directors and the Board of
Directors as a whole.
• Evaluation of the performance of the chairman of the Company, taking into
account the views of the Executive and Non-executive directors.
• Evaluation of the quality, content and timelines of flow of information between
the Management and the Board that is necessary for the Board to effectively and reasonably
perform its duties.
• All the Independent Directors were present at the Meeting.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review, the Company is not required to comply with the provisions
related to Corporate Social Responsibility on the basis of its financial statement.
FAMILIARIZATION PROGRAMME
The Company at its various meetings held during the Financial year 2020-21 had
familiarize the Independent Directors with regard to the roles, rights, responsibilities
in the Company, nature of the industry in which the Company operates, the Business models
of the Company etc. The Independent Directors have been provided with necessary documents,
reports and internal policies to familiarize then with the Companys policies, procedures
and practices.
Periodic presentations are made to the Board and Board Committee meeting on Business
and performance updates of the Company, Business strategy and risks involved.
Quarterly updates on relevant statutory changes and judicial pronouncements and
encompassing important amendments are briefed to the Directors.
DECLARATION BY AN INDEPENDENT DIRECTORS) AND RE- APPOINTMENT, IF ANY
All Independent Directors have given declaration that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, and Listing
Agreement.
DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES
a) Board Meetings
During the year, 06 (Six) Board Meetings were convened and held. The intervening gap
between the Meetings was within the period prescribed under the Companies Act, 2013.
S.NO DATE OF BOARD MEETING
1 17.06.2020
2 28.07.2020
3 28.08.2020
4 06.11.2020
5 13.01.2021
6 31.03.2021
b) Board Evaluation
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an
Annual Performance evaluation of its own performance, the Directors individually as well
as the evaluation of the working of its various Committees. A separate exercise was
carried out to evaluate the performance of individual Directors including the Chairman of
the Board, who were evaluated on parameters such as level of engagement and contribution,
independence of judgment, safeguarding the interest of the Company and its minority
shareholders etc. The performance evaluation of the Independent Directors was carried out
by the entire Board excluding the Directors being evaluated.
c) Audit Committee
The Board has Audit Committee with Independent Director as Chairman. They possess sound
knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc.
COMPOSITION AND ATTENDANCE AT MEETINGS:
During the year ended on 31st March, 2021, the composition of Audit
Committee has been as under:
| Name of Director |
Designation |
Category |
No. Of Meeting Attended |
| Ms. Radha Kumari |
Chairman |
Independent Director |
4 |
| Mr. Ankit Agrawal |
Member |
Executive Director |
4 |
| Mr. Deepak Kumar Tiwari |
Member |
Non-Independent Director |
4 |
The Committee met 4 times during the Financial Year 2020-21 on 28.07.2020, 06.11.2020,
13.01.2021 and 31.03.2021. AUDIT COMMITTEE
The Board has well-qualified Audit Committee with majority of Independent Directors
including Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation,
Internal Controls etc.
The Audit Committee also advises the Management on the areas where internal control
system can be improved. The Terms of reference of the Audit Committee are in accordance
with Regulation 18 of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
Section 177 of the Companies Act, 2013 as follows:
• Oversight of the Issuers financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient and
credible;
• Recommending to the Board, the appointment, re-appointment and, if required,
there placement or removal of the statutory auditor and the fixation of audit fees.
• Approval of payment to Statutory Auditors for any other services rendered by the
statutory auditors.
• Reviewing, with the management, the annual financial statements before
submission to the board for approval, with particular reference to:
(i) Matters required to be included in the Directors Responsibility Statement to be
included in the Boards report
(ii) Any changes in accounting policies and practices and reasons for the same;
(iii) Major accounting entries involving estimates based on exercise of judgment by
management;
(iv) Significant adjustments made in the financial statements arising out of audit
findings;
(v) Compliance with listing and other legal requirements relating to financial
statements;
(vi) Disclosure to any related party transactions;
(vii) Qualifications in the draft audit report.
• Reviewing with the management the half yearly financial statements before
submission to the Board for approval.
• Reviewing with the management, performance of statutory and internal auditors,
adequacy of internal control systems;
• Reviewing the adequacy of internal audit function, including the structure of
the internal audit department, staffing and seniority of the official heading the
department, reporting structure coverage and frequency of internal audit.
• Discussion with internal auditors any significant findings and follow up
thereon;
• 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 matters to the Board;
• Discussion with Statutory auditors before the audit commences, about the nature
and scope of audit as well as postaudit discussion to ascertain any area of concern;
• Carrying out any other function as is mentioned in the terms of reference of the
Audit Committee.
d) Nomination & Remuneration Committee & Its Policy
The Company has duly constituted Nomination and Remuneration Committee to align with
the requirements prescribed under the provisions of the Companies Act, 2013.
COMPOSITION AND ATTENDANCE AT MEETINGS:
During the year ended on 31st March, 2021, the composition of Nomination and
Remuneration Committee has been as under:
| Name of Director |
Designation |
Category |
No. Of Meeting Attended |
| Ms. Radha Kumari |
Chairman |
Independent Director |
4 |
| Mr. Ankit Agrawal |
Member |
Executive Director |
4 |
| Mr. Deepak Kumar Tiwari |
Member |
Non-Independent Director |
4 |
The Committee met 4 times during the Financial Year 2020-21 on 28.07.2020, 06.11.2020,
13.01.2021 and 31.03.2021.
e) Risk Management
The Company has laid down the procedures to inform to the Board about the risk
assessment and minimization procedures and the Board has formulated Risk management policy
to ensure that the Board, its Audit Committee and its Executive Management should
collectively identify the risks impacting the Companys business and document their
process of risk identification, risk minimization, risk optimization as a part of a risk
management policy/ strategy.
The common risks inter alia are: Regulations, Credit Risk, Foreign Exchange and
Interest Risk, Competition, Business Risk, Technology Obsolescence, Investments, Retention
of Talent and Expansion of Facilities etc. Business risk, inter- alia, further includes
financial risk, political risk, legal risk, etc. The Board reviews the risk trend,
exposure and potential impact analysis and prepares risk mitigation plans, if necessary.
STAKEHOLDER RELATIONSHIP COMMITTEE:
COMPOSITION AND MEETINGS OF STAKEHOLDERS RELATIONSHIP COMMITTEE
| Name of Director |
Designation |
Category |
No. Of Meeting Attended |
| Ms. Radha Kumari |
Chairman |
Independent Director |
4 |
| Mr. Ankit Agrawal |
Member |
Executive Director |
4 |
| Mr. Deepak Kumar Tiwari |
Member |
Non-Independent Director |
4 |
The Committee met 4 times during the Financial Year 2020-21 on 28.07.2020, 06.11.2020,
13.01.2021 and 31.03.2021. ROLE OF STAKEHOLDER RELATIONSHIP COMMITTEE The Stakeholder
Relationship Committee of our Board look into:
• The redressal of investors complaints viz. non-receipt of annual report,
dividend payments etc.
• Matters related to share transfer, issue of duplicate share certificate,
dematerializations.
• Also delegates powers to the executives of our Company to process transfers etc.
COMMITTEES OF THE BOARD
The Committees of the Board focus on certain specific areas and make informed decisions
in line with the delegated authority. The following substantive Committees constituted by
the Board function according to their respective roles and defined scope:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholder Relationship Committee
The status on various complaints received / replied is reported to the Board of
Directors as an Agenda item.
SHAREHOLDER COMPLAINTS
The Company has not received any complaint during the Financial Year 2020-21. There is
no complaint pending.
SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT
Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
has appointed Mr. Sumit Bajaj Proprietor of M/s Sumit Bajaj & Associates, Company
Secretaries to undertake the Secretarial audit of the Company. The Secretarial Auditor
Report provided By the Secretarial Auditor in Form No. MR-3 has been enclosed as Annexure.
With reference to the qualifications, we wish to explain that the Company is searching
the best person for the post of Company Secretary and Chief Financial Officer and
effective steps are being taken to remove the observations.
PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE
The prescribed particulars of Employees required under Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is given below:
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES
ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014
| Sr. Name of No. Director/KMP and Designation |
Remuneration of Director/ KMP for FY 2020-21 (Rs.) |
% increase in Remuneration in FY 2020-21** |
Ratio of Remuneration of Director to Median Remuneration of employees |
Ratio of Remuneration of Director to Median Remuneration of Employees |
| 1. N.A |
N.A |
N.A. |
N.A. |
N.A. |
The number of permanent employees as on 31st March 2021 was 1.
Average of remuneration of employees excluding KMPs - Nil
Companys performance has been provided in the Directors Report which forms part of
the Board Report.
The key parameter for the variable component of key managerial personnel(s) is linked
with Company performance and Individual performance.
The remuneration of Directors, KMPs and other employees is in accordance with the
Remuneration Policy of the Company.
STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THE
COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES. 2014 AND FORMING PART OF DIRECTORS REPORT FOR THE FINANCIAL
YEAR ENDED MARCH 31. 2021 -NOT APPLICABLE
The information required pursuant to Section 197(12) read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
Employees of the Company, will be provided on request. In terms of Section 136 of the Act,
the reports and accounts are being sent to the members and others entitled thereto,
excluding the information on employees particulars mentioned in rule 5(2) of the said rule
which is available for inspection by the Members at the Registered Office of the Company
during the business hours on working days of the Company upto the date of ensuing Annual
General Meeting. If any Member is interest in inspecting the same, such Member may write
to the Compliance Officer in advance.
PERSONNEL
The Management-Employees relations remained very cordial throughout the year. Your
Directors wish to place on record their appreciation of sincere and devoted services
rendered by all the workers and staff at all levels.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
As per the provision of Section 177 (9) of the Companies Act, 2013, the Company is
required to establish an effective Vigil Mechanism for Directors and Employees to report
genuine concerns. In line with this the Company has framed a
Vigil Mechanism Policy through which the Directors and Employees may report concerns
about unethical behavior, actual or suspected fraud or violation of the Companys Code of
Conduct & Ethics without fear of reprisal.
The Employees and Directors may report to the Compliance Officer and have direct access
to the Chairman of the Audit Committee. The Whistle Blower Policy is placed on the website
of the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered
under this Policy. The company has formed an Internal Complaints Committee under the act
to resolve and redress the complaints received, if any.
The following is a summary of Sexual Harassment complaints received and disposed off
during the year:
a. No. of Complaints received: 0
b. No. of Complaints disposed off: 0
RELATED PARTY TRANSACTIONS
There are no related party transactions in the year under Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review, the Company has not given any loans and guarantees.
Details of Investments covered under the provisions of Section 186 of the Companies Act,
2013 are given in the Notes to the Financial Statements.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, Extract
of the Annual Return for the financial year ended 31st March, 2021 made under
the provisions of Section 92 (3) of the Act in Form MGT -9 is annexed herewith.
MAINTAINANCE OF COST RECORDS
During the year under review, the Company is not required to maintain or prepare the
cost records under Section 148(1) of the Companies Act, 2013.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No Significant and Material orders has been passed by Securities Exchange Board of
India, Stock Exchanges, Tribunal or Courts in the year under Report.
HUMAN RESOURCES INDUSTRIAL RELATIONS
The takes pride in the commitment, competence and dedication shown by its employees in
all areas of Business. The Company is committed to nurturing, enhancing and retaining top
talent through superior Learning and Organizational Development. This is a part of
Corporate HR function and is a critical pillar to support the Organizations growth and
its sustainability in the long run.
CAUTIONARY STATEMENT
Statements in this Directors Report describing the Companys objectives, projections,
estimates, expectations or predictions may be "forward looking statements"
within the meaning of applicable securities law and regulations. Actual results could
defer materially from those expressed or implied. Important factors that could make
difference to the Companys operations include changes in Government regulations, Tax
regimes, Economic developments within India and the countries in which the Company
conducts Business and other ancillary factors.
ACNOWLEDGEMENT
Your Directors would like to express their appreciation for the assistance and
co-operation received from the cooperative banks, Government Authorities, customers,
vendors and, members during the year under review. Your Directors also wish to place on
record their deep sense of appreciation for the committed services by the Companys
executives, Staff.
|
|
By Order of the Board |
|
|
For PARNAV SPORTS ACADEMY LIMITED |
|
Sd/- |
Sd/- |
| Place: New Delhi |
DEEPAK TIWARI |
RADHA KUMARI |
| Date: 20.08.2021 |
DIRECTOR |
DIRECTOR |
|
DIN: 06653035 |
DIN: 08079504 |
+91-9892691696
