| Dear Members,
The Directors are pleased to present the 22nd Annual Report on the
business and operations of the Company together with Audited Balance
Sheet as at 31st March 2015.
OPERATION AND FINANCIAL RESULTS:
The summary of operation and financial results of the company for the
year with comparative figures for last year is as under:
(Amount in Lac)
FINANCIAL RESULTS 2014-15 2013-14
Revenue from operations 55.13 60.32
Other Income 0.28 18.93
Less: Operational & Other expenses 35.51 42.78
Profit/(Loss) before Depreciation 19.90 36.47
Less: Depreciation - 1.07
Less: Finance Cost 3.00 8.83
Less: Exceptional Items - 0.56
Profit/ (Loss) Before Taxation 16.90 26.01
Less: Provision for Tax 6.22 6.00
Less: Prior Year's Income Tax 4.76 -
Net Profit After Tax 5.92 20.01
REVIEW OF OPERATIONS AND FUTURE PROSPECTS:
The Company being a registered NBFC has during the financial year under
review has generated revenue of Rs. 55.13 lacs (previous year 60.32
lacs) from operational activity, resulting in net profit of Rs. 5.92
lacs (previous year Rs.20.01/- lacs)
TRANSFER TO RESERVES:
The credit balance of Profit and Loss account is transferred to
reserves in Balance sheet.
DIVIDEND:
Your Directors decided to plough back the profit and therefore dividend
is not declared.
DIRECTORS:
During the year under review the Board of Directors of the Company, Mr.
Naresh Patade (DIN 06706482) is a Whole Time Director and Mr.
Tribhawan Kumar Parnami (DIN 01186423) is Managing Director of the
Company. The Company had, pursuant to the provisions of Clause 49 of
the Listing Agreements entered into with Stock Exchanges, Appointed Ms.
Sunita Malhotra (DIN 07001256), Mr. Ishant Malhotra (DIN 06459062) and
Mr. Amreesh Kumar (DIN 03069885) as Independent Directors of the
Company. Mr. Tribhawan Kumar Parnami (DIN 01186423) is getting retired
by rotation and eligible for re-appointment. As per Section 149(4) of
the Companies Act, 2013, which came into effect from April 1, 2014,
every Listed Public Company is required to have at least one-third of
the total number of Directors as Independent Directors. In accordance
with the provisions of Section 149 of the Companies Act, 2013, these
Directors are being appointed as Independent Directors to hold office
as per their tenure of appointment mentioned in the Notice of the
forthcoming Annual General Meeting of the Company. The Company has
received declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of independence as
prescribed both under sub-section (6) of Section 149 of the Companies
Act, 2013 and under Clause 49 of the Listing Agreement with the Stock
Exchanges and also in the opinion of the Board of Directors they
fulfills the conditions set out in the Act. Brief details of Directors
proposed to be appointed / reappointed as required under Clause 49 of
the Listing Agreement are provided in the Notice of Annual General
Meeting forming part of this Annual Report.
Mr. Raman Kumar Parnami, Mr. Anil Kumar Parnami, Mr. Brajesh Kumar
Kataria, Ranjeet Sharma and Kishan Chand Wadhwa have resigned from the
Directorship on 14th February 2015.
PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, during the year under review, the Board carried
out the annual evaluation of its own performance. A structured
questionnaire covering various aspects of the Board's functioning such
as adequacy of the composition of the Board and its Committees, Board
culture, execution and performance of specific duties, obligation and
governance was distributed to each member of the Board and inputs were
received. The performance evaluation of the Independent Directors who
will be appointed at the ensuing Annual General Meeting was carried out
by the entire Board. The performance evaluation of Non-Independent
Directors and the Board as a whole was carried out by the Independent
Directors. The Directors expressed their satisfaction with the
evaluation process
SHARE CAPITAL:
During the year under review, there were no changes in the Capital
Structure of the Company. As on 31st March 2015, the paid up capital of
the Company was Rs. 3,35,28,000/- comprising of 3352800 Equity Shares
of Rs. 10/- each.
CHANGE OF MANAGEMENT/ OPEN OFFER:
During the previous year, current management had transferred their
holding of 561000 shares to Mr. Rakeshch and M Jain. In view of this,
the open offer was triggered by Mr. Rakeshchand M Jain vide SPA singed
on 27.03.2015 between Rakeshchand M Jain and Mr. Anil Kumar Parnami.
The open offer process is going on as per the guidelines of Securities
and Exchange Board of India (SEBI) (Substantial Acquisition of Shares
and Takeovers) Regulations, 2011 to the Equity Shareholders Of the
company and accordingly the public announcement were made by Mr.
Rakeshchand M Jain on 27.03.2015 to Bombay Stock Exchange as well as to
SEBI on 27.03.2015.The detailed public statement was published in the
newspapers and the same were forwarded to the respective competent
authorities.
The necessary approval for open offer has been received by the merchant
banker on 17.07.2015. The open offer was open from 4th August 2015 to
17th August 2015. The necessary formalities were completed by the
merchant bankers as well as RTA in this regards.
RBI Approval for open offer
Being a Non-banking finance company (NBFC), since the open offer was
triggered, the necessary approval for change of management has been
filed and the approval for the same is awaited. The stakeholders of the
Company will be informed about the updates in said matter.
MANAGEMENT DISCUSSION AND ANALYSIS
A separate report on the Management Discussion and Analysis is attached
as a separate part of this Annual Report.
CORPORATE GOVERNANCE
Effective corporate governance is necessary to retain the trust of
stakeholders and to achieve business success. Corporate governance is
about commitment to values and ethical business conduct. It is about
how an organization is managed. It includes its corporate and other
structures, its culture, policies and the manner in which it deals with
various stakeholders. As shareholders across the globe evince keen
interest in the practices and performance of companies, corporate
governance has emerged at the centre stage of the way the corporate
world functions. Corporate governance is vital to enable companies to
compete globally in a sustained manner and let them flourish and grow.
A separate Report on Corporate Governance is attached and forms part of
the Annual Report. The Auditors' Certificate regarding compliance of
the conditions of Corporate Governance is also annexed.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statement: (i) That in the presentation of the annual
accounts for the year ended March 31, 2015, applicable accounting
standards have been followed and that there are no material departures;
(ii) That they have, in the selection of the accounting policies,
consulted the statutory auditors and have 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 for
the year ended March 31, 2015 and of the profit of the Company for the
year ended on that date; (iii) That they have taken proper and
sufficient care, to the best of their knowledge and ability, for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities; (iv) That the annual accounts have been prepared on a
going concern basis. (v) That internal financial controls followed by
the Company are adequate and were operating effectively (vi) That the
system to ensure compliance with the provisions of all applicable laws
were adequate and operating effectively
RISKS AND MANAGEMENT POLICY
The Company has in October 2014 constituted a Risk Management Committee
(RMC) which has been entrusted with responsibility to assist the Board
in (a) Overseeing the Company's risk management process and controls,
risk tolerance and capital liquidity and funding (b) Setting strategic
plans and objectives for risk management and review of risk assessment
of the Company (c) Review the Company's risk appetite and strategy
relating to key risks, including credit risk, liquidity and funding
risk, market risk, product risk and reputational risk, as well as the
guidelines, policies and processes for monitoring and mitigating such
risks (d) The Committee has also approved and adopted Risk Committee
(RMC) charter. The Company has adopted a Risk Management Policy in
accordance with the provisions of the Companies Act, 2013 (hereinafter
referred to as the Act) and Clause 49 of the Listing Agreement.
The Company is exposed to inherent uncertainties owing to the sectors
in which it operates. A key factor in determining a company's capacity
to create sustainable value is the risks that the company is willing to
take (at strategic and operational levels) and its ability to manage
them effectively. Many risks exist in a company's operating
environment and they emerge on a regular basis. The Company's Risk
Management process focusses on ensuring that these risks are identified
on a timely basis and addressed.
SUBSIDIARIES COMPANIES:
The Company is having 6 Subsidiaries, namely Parnami Goods Carrier Pvt.
Ltd., Signature Finance Private Limited, GLP Habitation Private
Limited, Suman Villas Private Limited, M.R. Agrotech Private Limited, V
S Developers Private Limited.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH &DEVELOPMENT
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
(a) Energy conservation measures taken : Nil
(b) Additional investments and proposals if any,
being implemented for reduction of consumption of energy : Nil
(c) Impact of the measures at (a) and (b) above for
reduction of energy consumption and consequent impact on
the cost of production of goods : Nil
(d) Total energy consumption and energy consumption per
unit of production : Nil
FORM-A: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION
OF ENERGY
A. Power and fuel consumption : Nil
B. Consumption per unit of production : Nil
TECHNOLOGY ABSORPTION
FORM-B: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY
ABSORPTION ETC.,
I Research and Development : Nil
II Technology Absorption, Adaptation and Innovation : Nil
FOREIGN EXCHANGE EARNINGS AND OUTGO
I. Earnings in Foreign Exchange during the year : Nil
II. Foreign Exchange outgo during the year : Nil
PARTICULARS OF EMPLOYEES
Particulars of employees as required to be disclosed in terms of
Section 134 of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, are made available at the registered office of the Company. The
members desirous of obtaining the same may write to the Company
Secretary at the registered office of the Company.
SECRETARIAL AUDITORS AND THEIR REPORT
Mr. Amit R. Dadheech, Company Secretaries, was appointed as Secretarial
Auditors of the Company for the financial year 2014-15 Pursuant to
Section 204 of the Companies Act, 2013. The Secretarial Audit Report
submitted by them in the prescribed form MR- 3 is attached as Annexure
'B' and forms part of this report.
There are no qualifications or observations or other remarks of the
Secretarial Auditors in the Report issued by them for the financial
year 2014-15 which call for any explanation from the Board of Directors
RE-APPOINTMENT OF THE STATUTORY AUDITORS
At the forthcoming Annual General Meeting, M/s. Subramaniam Bengali &
Associates., Chartered Accountants who are the Statutory Auditors of
the Company, will retire and being eligible, have offered themselves
for re-appointment as the Company's Auditors. The Company has received
certificate and confirming that their re-appointment for the year
2015-16, if made at the ensuing Annual General Meeting of the Company
will be appointed upto the 28th Annual General meeting will be held in
the calendar year 2019 in accordance with the provisions of the
Companies Act, 2013 and as per the term prescribed under the said act.
DEPOSITS
During the period under review, your Company has not accepted or
invited any deposits from public.
INSURANCE
The Company has taken insurance cover for its assets to the extent
required.
SIGNIFICANT / MATERIAL ORDERS PASSED IMPACTING ON GOING CONCERN STATUS
AND COMPANY'S OPERATIONS
There have been no significant and material orders passed by any
regulators or courts or tribunals impacting the going concern status
and company's operations in future.
RELATED PARTIES TRANSACTIONS
All the transactions with related parties are in the ordinary course of
business and on arm's length basis. The details of the transactions
entered into between the Company and the related parties are given in
AOC-2 attached as Annexure 'C' as part note No. 2(21)(iii) of the
standalone financial account.
Your attention is drawn to the Related Party disclosures set out in
Note no.2 (21) of the Standalone Financial Statements.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT, 2013
The Company has not made any transactions so there are not particulars
of Loans, Guarantees or Investments under Section 186 of the Companies
Act, 2013
BOARD MEETINGS
During the financial year 2014-2015, the Board of Directors met 7
times. The gap between any two meetings has been less than four months.
Details of the Board of Directors and Attendance Record of Directors
during the financial year ended March 31, 2015 is as under:
Name of director No.of meetings No.of meetings Last AGM
held Attended Attended
Mr. T.K Parnami 7 7 Yes
Mr.Naresh Patade Vasant 7 3 No
Mr.Raman Kumar Parnami * 7 1 Yes
Mr. Anil Kumar Parnami * 7 5 Yes
Mr. Brajesh Kumar Kataria * 7 6 Yes
Mr. Kishan chand wadhwa * 7 2 Yes
Mr. Ranjet P. Sharma * 6 Nil No
MR. Anil Khanna 6 6 Yes
Mr.Amreesh Kumar ** 6 3 No
Mr.Ishant Malhotra ** 6 3 No
Mrs.Sunita Malhotra *** 6 Nil No
EXTRACT OF THE ANNUAL RETURN
An extract of the Annual Return for the year ended March 31,2015 as
provided under sub-section (3) of Section 92 and prescribed under Rule
12 of Companies (Management & Administration) Rules, 2014 in the
prescribed form MGT-9 is attached as Annexure 'A' and forms part of
this report.
BOARD COMMITTEES
The Company has the following Committees of the Board:
* Audit Committee
* Stakeholders Relationship Committee
* Nomination & Remuneration Committee
* Risk Management Committee
The composition of each of the above Committees, their respective role
and responsibility is as detailed in the Report of Corporate
Governance.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013, a Vigil Mechanism for directors and employees to report
genuine concerns has been established. The Vigil Mechanism Policy has
been uploaded on the website of the Company at www.parnamicredits.in
under investors/policy documents/Vigil Mechanism Policy link.
INTERNAL FINANCIAL CONTROL
The Company believes that internal control is a necessary concomitant
of the principle of prudent business governance that freedom of
management should be exercised within a framework of appropriate checks
and balances. The Company remains committed to ensuring an effective
internal control environment that inter alia provides assurance on
orderly and efficient conduct of operations, security of assets,
prevention and detection of frauds/errors, accuracy and completeness of
accounting records and the timely preparation of reliable financial
information.
The Company's independent and Internal Audit processes, both at the
Business and Corporate levels, provide assurance on the adequacy and
effectiveness of internal controls, compliance with operating systems,
internal policies and regulatory requirements.
The Financial Statements of the Company are prepared on the basis of
the Significant Accounting Policies that are carefully selected by
management and approved by the Board. These, in turn are supported by a
set of divisional Delegation Manual & Standard Operating Procedures
(SOPs) that have been established for individual units/ areas of
operations.
The Company has in place adequate internal financial controls with
reference to the Financial Statements. Such controls have been tested
during the year and no reportable material weakness in the design or
operation was observed. Nonetheless the Company recognizes that any
internal financial control framework, no matter how well designed, has
inherent limitations and accordingly, regular audit and review
processes ensure that such systems are reinforced on an ongoing basis.
RISK & MITIGATION
The Company has identified various risks faced by the Company from
different areas. As per the provision of the Companies Act, 2013 and
listing agreements, the, the Board had adopted a risks management
policy whereby a proper framework is set up. Appropriate structures are
present so that risks are inherently monitored and controlled. A
combination of policies and procedures attempts to counter risks as and
when they evolve.
COST AUDITORS
As the Company is operating in the service industry, cost audit is not
applicable to the Company and hence no reporting is required.
DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company is committed to provide a protective environment at
workplace for all its women employees. To ensure that every woman
employee is treated with dignity and respect and as mandated under "The
Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013"the Company has in place a formal policy for
prevention of sexual harassment of its women employees.
The following is the summary of sexual harassment complaints received
and disposed off during the current financial year.
Number of Complaints received : NIL
Number of Complaints disposed off : NIL
INDUSTRIAL RELATIONS:
The company maintained healthy, cordial and harmonious industrial
relations at all levels the enthusiasm and unstinting efforts of
employees have enabled the company to remain at the leadership position
in the industry it has taken various steps to improve productivity
across organization.
KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel (KMP) in the Company as per Section 2(51)
and 203 of the Companies Act, 2013 are as follows:
Mr. T.K.Parnami Chairman & Managing Director,
Compliance Officer
Mr. Mr. Naresh Patade Vasant Whole time Director
ACKNOWLEDGEMENT
Your Directors wish to acknowledge all their stakeholders and are
grateful for the excellent support received from the shareholders,
Bankers, Financial Institutions, Government authorities, esteemed
corporate clients, customers and other business associates. Your
Directors recognize and appreciate the hard work and efforts put in by
all the employees of the Company and their contribution to the growth
of the Company in a very challenging environment.
By Order and on behalf of the board
Sd/-
T. K. Parnami
DIN : 01186423
Chairman & Managing Director
Place: Gurgaon
Dated: 03rd September, 2015
Registered Office:
Parnami Tower 2nd Floor,
Sco 50-51 Old Judicial Complex Civil Lines,
Gurgaon,
Haryana - 122 001
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