TO,
THE MEMBER,
Your Directors have pleasure in presenting the 18th Annual
Report on the business and operations of the Company and theaccounts for the Financial
Year ended on March 31, 2024.
SUMMARY OF FINANCIAL HIGHLIGHTS:
The standalone and consolidated performance of the Company for the
financial year ended on March 31, 2024 is summarized below:
FINANCIAL SUMMARY OF THE COMPANY: ( Rs in Lacs except EPS)
|
STANDALONE |
CONSOLIDATED |
Particulars |
2023-24 |
2022-23 |
2023-24 |
2022-23 |
Revenue from Operations |
7925.70 |
8084.69 |
8192.95 |
8119.21 |
Other Income |
11.33 |
25.95 |
18.56 |
53.67 |
Total Revenue |
7937.03 |
8110.64 |
8211.51 |
8172.87 |
Profit/loss before
Depreciation, Finance |
733.61 |
767.90 |
895.88 |
970.46 |
Costs, Exceptional items
and Tax Expense |
|
|
|
|
Less Depreciation
/Amortization |
121.62 |
117.29 |
156.67 |
154.11 |
Profit/Loss before Finance
Costs, |
611.99 |
650.60 |
739.21 |
816.35 |
Exceptional items and Tax
Expense |
|
|
|
|
Less: Finance Costs |
348.39 |
274.83 |
434.15 |
360.63 |
Profit/Loss before
Exceptional items and Tax Expense |
263.6 |
375.77 |
305.05 |
455.72 |
Add/(Less): Exceptional
Items |
-- |
-- |
-- |
-- |
Profit (Loss) before tax
Expense |
263.6 |
375.77 |
305.06 |
455.72 |
Less: Tax Expenses |
|
|
|
|
Current Tax |
69.69 |
107.57 |
83.40 |
129.20 |
Previous Year Tax |
7.77 |
5.90 |
7.79 |
12.94 |
Deffered Tax |
-14.57 |
(2.50) |
-13.42 |
5.35 |
Profit (Loss) for the period |
200.71 |
264.81 |
227.29 |
308.23 |
Before Minority interest |
|
|
|
|
Minority Interest |
-- |
-- |
0.41 |
0.67 |
Profit (Loss) for the period |
200.71 |
264.81 |
226.88 |
307.56 |
EPS |
1.81 |
2.38 |
2.04 |
2.77 |
PERFORMANCE AND OPERATION REVIEW
STANDALONE FINANCIAL RESULTS:
Performance of your Company for the year under review has been
mentioned herewith. Total income was Rs. 7937.03 lakhs (previous year Rs. 8110.64 lakhs).
Tax expenses were Rs. 62.89 lakhs (previous year Rs. 110.96).The net profit after tax was
Rs. 200.71 (previous year Rs 264.81). 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 COMPANY'S AFFAIR:
The Company is mainly engaged in the business of Manufacturing of
Furniture and Company's 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 Company's affairs is given above.
Further the Company's 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 theyear ended on March 31, 2024.
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.
CREDIT RATING:
Company has only Equity Shares and no any debt structure and hence
Credit rating is not applicable
INVESTOR EDUCATION AND PROTECTION FUND:
Company has no such amount which is required to transfer in Investor
Education and protection fund
DIRECTORS & KEY MANAGERIAL PERSON [KMP]:
During the Year under review, changes in the Directors and KMP has been
mentioned hereunder. As on 31st March, 2024, Board of Directors of the Company
is composed as following:
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 |
| 6 Mr. Pranav Vinodkumar Manek |
09494631 |
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 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 DURING THE FINANCIIAL YEAR 2023-24
The first term of Mr. Dayalal H Kesharia(DIN: 08114818) as an
Independent Director got expired on 18th April, 2023 and hence, on the
recommendation of Nomination and Remuneration Committee, Board at its meeting held on 13th
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 18th
April, 2023 as per provision of section 161(1) and Section 149 of the Companies Act, 2013.
Further Reappointment as Independent Director is approved by Members of the Company at 17th
Annual General Meeting held on 15/07/2023 by way of passing Special Resolution.
DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTERSE:
Name of Directors |
Relationship with other Directors |
Umesh Dhirajlal Nandani |
None |
Parin Umeshbhai Nandani |
None |
Deven Dipesh Nandani |
None |
Dayalal Harjivanbhai Kesharia |
|
Shweta Chirag Kathrani |
None |
Pranav Vinodkumar Manek |
None |
In further, the term of Mrs. Shweta Chirag Kathrani (DIN: 08114974) got
expired on 18th April, 2023 and hence, on the recommendation of Nomination and
Remuneration Committee, Board at its meeting held on 13th April, 2023 have
reappointed Mrs. Shweta Chirag Kathrani(DIN: 08114974) as an Additional Independent
Director of the Company for a further period of 5 years effective from 18th
April, 2023 as per provision of section 161(1) and Section 149 of the Companies Act, 2013.
Further Reappointment as Independent Director is approved by Members of the Company at 17th
Annual General Meeting held on 15/07/2023.
DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTERSE:
Name of Directors |
Relationship with other Directors |
Umesh Dhirajlal Nandani |
None |
Parin Umeshbhai Nandani |
None |
Deven Dipesh Nandani |
None |
Dayalal Harjivanbhai Kesharia |
None |
Shweta Chirag Kathrani |
|
Pranav Vinodkumar Manek |
None |
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 18th April, 2023 and
appointment as Independent Director is approved by Members of the Company at 17th
Annual General Meeting held on 15/07/2023 by way of passing special Resolution.
DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTERSE:
Name of Directors |
Relationship with other Directors |
Umesh Dhirajlal Nandani |
None |
Parin Umeshbhai Nandani |
None |
Deven Dipesh Nandani |
None |
Dayalal Harjivanbhai Kesharia |
None |
Shweta Chirag Kathrani |
None |
Pranav Vinodkumar Manek |
|
CHANGES IN BOARD AFTER THE CLOSURE OF FINANCIAL YEAR
There has been no change in the Board after the closure of Financial
year, however the term of Mr. Parin Umeshbhai Nandani (DIN: 02343309) was to be expired on
09/06/2024 and accordingly board at their meeting held on 05/06/2024 have re-appointed Mr.
Parin Umeshbhai Nandani (DIN: 02343309) as Whole Time Director w.e.f 10/06/2024 for a
further term of five (5) year at a remuneration by way of professional fees/Management
Consultancy Fees of Rs. 7.00 lakhs per month or Rs. 84.00 lakhs per annum (i.e. may be
paid monthly or/and annually) For a period of three(3) year w.e.f 10.06.2024. Which is
subject to approval/ratification at this 18th Annual General Meeting and hence item no 5
of notice convening 18th Annual General Meeting placed at this 18th Annual General Meeting
for the approval/ratification of term of appointment of Mr. Parin Umeshbhai Nandani (DIN:
02343309) as Whole Time Director and terms of his remuneration.
RETIREMENT BY ROTATION :
In terms of Section 152 of the Companies Act, 2013, Mr. Deven Dipesh
Nandni (DIN: 07576542), 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.
Following are the Independent directors of the Company as on 31st
March, 2024:
Mr. Dayalal Harjivanbhai Kesharia - DIN 08114818 Ms. Shweta Chirag
Kathrani - DIN: 08114974 Mr. Pranav Vinokkumar Manek - DIN: 09494631
The independent directors except Mr. Pranav Vinokkumar Manek have
successfully completed online proficiency self assessment test conducted by IICA and Mr.
Pranav Vinokkumar Manek shall complete online proficiency self assessment test before the
prescribed time period.
During the year, the Independent Directors meeting was held on
06.11.2023.
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 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.
The Composition of the Committee is as under:
Sr. No. Name |
Designation |
1. Mr. Dayalal Harjivanbhai Kesharia |
Chairperson |
| Independent Director |
|
2. Mrs. Shweta Chirag Kathrani |
Member |
| Independent Director |
|
3. Mr. Deven Dipesh Nandani |
Member |
| Non Executive Non Independent Director |
|
Meeting:
During the financial year ended March 31, 2024, the Members of the
Audit Committee met 6 (Six) Times on (1)13.04.2023, (2) 27.05.2023, (3)19.06.2023, (4)
14.10.2023, (5) 06.11.2023 (6) 13.02.2024 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:
1. Oversight of the listed entity‘s financial reporting process
and the disclosure of its financial information to ensure that the financial statement is
correct, sufficient and credible;
2. Recommendation for appointment, remuneration and terms of
appointment of auditors of the listed entity;
3. Approval of payment to statutory auditors for any other services
rendered by the statutory auditors.
4. Reviewing, with the management, the annual financial statements and
auditor's report thereon before submission to the board for approval;
5. Reviewing, with the management, the half yearly financial statements
before submission to the board for approval, with particular reference to; matters
required to be included in the director‘s responsibility statement to be included in
the board‘sreport in terms of clause(c) of sub-section(3) of Section 134 of the
Companies Act, 2013; changes, if any, in accounting policies and practices and reasons for
the same; major accounting entries involving estimates based on the exercise of judgment
by management; significant adjustments made in the financial statements arising out of
audit findings; compliance with listing and other legal requirements relating to financial
statements; 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 raised through an issue (public issue, rights issue, preferential issue, etc.),
the statement of funds utilized for purposes other than those stated in the offer document
/ prospectus / notice and the report submitted by the monitoring agency monitoring the
utilization of proceeds of a public or rights issue, and making appropriate
recommendations to the board to take up steps in this matter;
7. Reviewing and monitoring the auditor‘s independence and
performance and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the
listed entity with related 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 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 insection 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 headingthe 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 bythe audit
committee. f) Statement of deviation
All the recommendations of the Audit Committee has been approved by the
Board of Directors of the Company.
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.
The Composition of the Committee is as under:
Sr. No. Name |
Designation |
1. Mrs. Shweta Chirag Kathrani |
Chairperson |
| Independent Director |
|
2. Mr. Dayalal Harjivanbhai Kesharia |
Member |
| Independent Director |
|
3. Mr. Deven Dipesh Nandani |
Member |
| Non Executive Non Independent Director |
|
Meeting
During the financial year ended on March 31, 2024, the Members of the
Nomination and Remuneration Committee met 1 (One) Time on (1) 13.04.2023 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:
1. Identify persons who are qualified to become directors and may be
appointed in senior management in accordance with the Criteria laid down, recommend to the
Board their appointment and removal and shall carry out evaluation of every
director‘s performance.
2. To evaluate the balance of skills, knowledge and experience on the
Board and on the basis of such evaluation, prepare a description of the role and
capabilities required of an independent director. The person recommended to the Board for
appointment as an independent director shall have the capabilities identified in such
description. For the purpose 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 to diversity; and c. consider the time commitments
of the candidates.
3. Formulate the criteria for determining the qualifications, positive
attributes and independence of a director and recommend to the board a policy relating to
the remuneration for directors, KMPs and other employees.
4. Formulation of criteria for evaluation of performance of independent
directors and the 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 director, on the basis of the report of performance evaluation of independent
directors; 7. recommend to the board, all remuneration, in whatever form, payable to
senior management.
8. Determine our Company‘s policy on specific remuneration package
for the Managing Director / Executive Director including pension rights.
9. Decide/recommend to board the salary, allowances, perquisites,
bonuses, notice period, severance fees and increment of Executive Directors. 10. Define
and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and
evaluate the performance and determine the amount of incentive of the Executive Directors
for that purpose. 11. Decide the amount of Commission payable to the Whole time Directors.
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.
The Composition of the Committee is as under:
Sr. No. Name |
Designation |
1. Mr. Deven Dipesh Nandani |
Chairman |
| Non Executive Non Independent Director |
|
2. Ms. Shweta Chirag Kathrani |
Member |
| Independent Director |
|
3. Mr. Dayalal
Harjivanbhai Kesharia |
Member |
| Independent Director |
|
Meeting
During the financial year ended on March 31, 2024, the Members of the
Stakeholders' Relationship Committee met 1 (One) Time on (1) 06.11.2023 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:
1. Allotment, transfer of shares including transmission, splitting of
shares, changing joint holding into single holding and vice versa, issue of duplicate
shares in lieu of those torn, destroyed, lost or defaced or where the cages in the reverse
for recording transfers 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 grievance and suggest measures of improving the system of Redressal of
Shareholders/Investors grievances.
4. Non-receipt of share certificate(s), non-receipt of declared
dividends, non-receipt of interest/dividend warrants, non- receipt of annual report and
any other grievance/complaints with Company or any officer of the Company arising out in
discharge of 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 review and take note of complaints directly received and resolved them.
7. Over see the implementation and compliance of the Code of Conduct
adopted by the Company for prevention of Insider Trading for Listed Companies as specified
in the Securities & Exchange Board of India (Probation of insider Trading)
Regulations,1992 as amended from time to time.
8. Any other power specifically assigned by the Board of Directors of
the Company from time 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 and when 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 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. 01st 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:
During the financial year ended on March 31, 2024, the Board of
Directors met 9 (Nine) Times, the details of which is given below. The maximum
interval between any two meetings did not exceed 120 days. The prescribed quorum was
presented for all the Meetings and Directors of the Company actively participated in the
meetings and contributed valuable inputs on the matters brought before the Board of
Directors from time to time.
Name of
Directors |
Mr.Umesh D.Nandani |
Mr. Parin U. Nandani |
Mr. Deven D. Nan dani |
Mr.Dayalal H.Kesharia |
Ms. Shweta C. Kathrani |
Mr. Pranav V. Manek |
N U A L |
Designation as on
31-03-2024 |
Managing Director |
Whole Time Director |
Non- Executive Director |
Independent Director |
Independent Director |
Independent Director |
|
|
|
Date of Board
Meeting & Attendance of meeting (Y/N) |
|
|
|
T1 |
13/04/2023 |
Y |
Y |
Y |
Y |
Y |
NA |
| 2 |
28/04/2023 |
Y |
Y |
Y |
Y |
Y |
Y |
| 3 |
27/05/2023 |
Y |
N |
Y |
Y |
Y |
Y |
| 4 |
19/06/2023 |
Y |
Y |
Y |
Y |
Y |
Y |
5 |
12/08/2023 |
Y |
Y |
Y |
Y |
Y |
N |
| 6 |
06/11/2023 |
N |
Y |
Y |
Y |
Y |
Y |
| 7 |
01/01/2024 |
N |
Y |
Y |
Y |
Y |
N |
A8 |
27/01/2024 |
Y |
Y |
Y |
Y |
N |
Y |
N9 |
13/02/2024 |
Y |
Y |
Y |
Y |
Y |
Y |
UAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return as on March 31, 2024 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
and has not given any corporate guarantee during the year under review and details of
existing investment is given in the note 11 of notes to the Financial Statements and also
disclosed herewith:
|
DETAILS OF EXISTING
INVESTMENT |
|
|
Name& CIN of Company |
Type of Investment |
No. of Shares Acquired |
Amount of Investment |
Extent of Holding |
PEARL FURNITURE PRIVATE
LIMITED |
In Equity Shares |
19,00,000 |
4,05,58,000 |
98.45% |
| (CIN: 36100GJ2013PTC073483) |
|
|
|
|
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:
There is NO change in nature of business during the financial Year
2023-24 and no major events has been occurred 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 COMPANY'S 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 DIRECTOR'S 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:
The information required under Section 197 & Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given
below. a) Ratio of Remuneration of each Director to the Employees' median remuneration:
Particulars |
Designation |
Remuneration (p.a.) |
Median Remuneration (p.a.) |
Ratio |
Umesh Nandani |
Managing Director |
84,00,000 |
3,00,000 |
3.57 |
Deven Nandani |
Non-Executive Director |
- |
- |
|
Parin Nandani |
Whole Time Director |
84,00,000 |
3,00,000 |
3.57 |
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 - No change in remuneration during
the year Ms. Binika Chudasama is appointed as Company Secretary and Compliance officer -
rise in remuneration by 53%
There is no change in remuneration of each directors. Remuneration of
directors is as below
PARTICUALRS |
DESIGNATION |
REMUNERATION 2023-24 (p.a.) |
REMUNERATION 2022-23 (p.a.) |
Increase/Decrease |
Umesh Nandani |
Managing Director |
84,00,000 |
84,00,000 |
-- |
Deven Nandani |
Non-Executive Director |
- |
- |
-- |
Parin Nandani |
Whole Time Director |
84,00,000 |
84,00,000 |
-- |
(c) Number of permanent Employees on the rolls of the Company as on
31st March, 2024 - 197
(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 2023-24 is- 13.6%
(f) There is increase in managerial remuneration for the F.Y 2023-24 by
0% and the average increase in the salary of employees other than managerial personnel for
the FY 2023-24 is 14.67%
(g) Information relating to 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 23- 24) 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 ROHANKUMAR VINODCHANDR A
THAKKAR |
VICE PRESI DENT - PROJE CTS
SALES VICE PRESI DENT - |
On Roll |
MASTER |
41 |
23 |
21/05/ 2021 |
466000 |
MARUTI ARCHIT ECTURA L PRODU
CTS PVT LTD |
No |
No |
2 HARDIK THAKKAR NEERAV
SINDHU |
INSTIT UTION AL SALES |
On roll |
MASTER |
38 |
18 |
01/01/ 2012 18/02/ |
212500 |
FUTURE GROUP METAL PROFIL |
No |
No |
3 CHARAN DUBEY |
GENER AL MANAG ER |
On Roll |
DME |
49 |
25 |
2023 |
205940 |
ES INDORE POONA M |
No |
No |
4 SUNIL DINESHBHAI TANK |
GM - PRODU CTION |
On Roll |
GRADUA TE |
41 |
23 |
01/07/ 2022 |
150000 |
FURNIT URE |
No |
No |
5 ALPA JOGI |
CFO |
On roll |
CA |
31 |
9 |
01/01/ 2020 |
125000 |
PEARL FURNIT URE PVT. LTD. |
No |
No |
6 PRASAN VIJAYBHAI HIRANI |
PURCH ASE MANAG ER |
On Roll |
MASTER |
36 |
14 |
01/06/ 2021 |
125000 |
PEARL FURNIT URE PVT. LTD. |
No |
No |
7 VIMAL CHANDRAKANT MAKHECHA |
MANAG ER OPERA TIONS |
On Roll |
GRADUA TE |
42 |
22 |
01/12/ 2022 |
113200 |
AMUL INDUST RIES PVT. LTD. |
No |
No |
8 BHUPENDRA TIKAMCHAND JAIN |
MANAG ER - COSTI NG |
On Roll |
B. TECH. |
32 |
11 |
09/05/ 2022 |
108200 |
ROLLI NG BANNE RS |
No |
No |
9 ANIL KUMAR BABU LAL JANGID |
ASSIST ANT MANAG ER |
On Roll |
B. TECH |
35 |
12 |
14/06/ 2022 |
65000 |
Furniture World, Haryana |
No |
No |
10 RAHUL KESHAV SINGH
NARWARIYA |
DESIG N SR. EXECU TIVE |
On Roll |
B. TECH |
32 |
8 |
07/04/ 2023 |
57140 |
METHO DEX SYSTEM S PRIVAT E
LIMITED |
No |
No |
IINSURANCE:
All the assets of the company are adequately insured and the Company
has developed proper system for taking insuranceon 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 s uc h as Aai, Port-Blair - 3 Seater Chair, AAI Chennai, AAI Juhu-ONGC, Gwalior,
AAI Dehradun, 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 2023-24.
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
APPLICABLESECRETARIAL STANDARDS:
Secretarial Standards issued by the Institute of Company Secretaries of
India as applicable to the Company were followed and complied with during 2023-24. 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 2024-25.
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 specifiesthe 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. 42.40/- lakhs (P.Y. Rs. 32.07/- 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. Nil
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 31.03.2024;
(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 31st March, 2024, 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
safe keeping of the records and safeguard the Documents from getting man handled, 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
Name of KMP - Binika Chudasama (CS) Email id- cs@parinfurniture.com
Name of Managing Director: Umesh Dhirajlal Nandani Email id-
umesh@parinfurniture.com
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 2023-24 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.
ANNEXURE- I
DETAILS OF DIRECTOR SEEKING APPOINTMENT/ RE-APPOINTMENT AT 18TH
ANNUAL
GENERAL MEETING
NAME OF DIRECTOR |
MR. DEVEN D NANDANI |
Mr. PARIN U. NANDANI |
| DIN: |
07576542 |
02343309 |
| Date of Birth |
15/10/1997 |
08/04/1990 |
| Age |
26 Years |
34 Years |
| Date of Appointment on the Board of |
27/07/2016 |
03/03/2018 |
| Company |
|
|
| Education Qualification |
BBA |
BBA |
Relationship with other KMPs,
Directors etc. |
None |
Parin Nandani is son of Umesh
Nandani-Chairman & Managing Director of company |
| Shareholding In Company |
No.of Shares-26,87,200 (24.17%) |
No of Shares- 13,42,280(12.07%) |
| Experience(in years) |
More than 8 years |
More than 12 years |
| Area of Expertise |
Produtction & Finance |
Marketing & Sales with |
|
|
Management expertise |
| Directorship in other public company |
Pearl Furniture Private Limited |
Pearl Furniture Private Limited |
|
(Deemed Public Company) |
(Deemed Public Company) |
|
Appointed w.e.f 04/04/2019 |
Appointed w.e.f 01/02/2013 |
Membership in Committee of
other Public Company |
NIL |
NIL |
Number of Meetings attended
during the year and total |
Attended 9 meetings of Board
of Directors |
Attended 8 meetings of Board
of Directors |
number of Meetings |
Total Board Meeting held
during year: 9 |
Total Board Meeting held
during year: 9 |
Term of Appointment |
Tenure as a Director is
subject to retirement of Directors by rotation in terms of Section 152 of the Companies
Act, 2013 |
5 years |
Remuneration drawn |
NIL |
Rs. 7 lakhs per month by way
of professional fees |
ANNEXURE-II
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act
and Rule 8(2) of the Companies (Accounts) Rules, 2014
Form for disclosure of particulars of contracts/arrangements entered
into by the company with related parties referred to in sub-section (1) of section 188 of
the Companies Act, 2013 including certain arm‘s length transactions under third
proviso thereto.
1. Details of contracts or arrangements or transactions not at
arm's length basis: Not Applicable
2. Details of material contracts or arrangement or transactions
at arm's length basis:
Name(s) of the related
party and nature of relationship: |
Nature of contracts/
arrangements/ transactions |
Duration of the
contracts/ arrangement/ transactions |
Salient terms of the
contracts or arrangements or transactions including the value, if any (Value in Rs. In
Lacs) |
Date(s) of approval by
the Board |
Amount Paid as advances ,
if any |
Poonam Furniture (Entity
Significantly influenced by Director) |
Sale |
Ongoing transaction approved
yearly |
0.04 |
13.04.2023 |
NIL |
|
Purchase |
Ongoing transaction approved
yearly |
4.63 |
13.04.2023 |
NIL |
Parin Motors (Entity
Significantly influenced by Director) |
Sale |
Ongoing transaction approved
yearly |
7.84 |
13.04.2023 |
NIL |
Pearl Furniture Private
Limited (Subsidiary Company) |
Purchase |
Ongoing transaction approved
yearly |
3046.18 |
13.04.2023 |
NIL |
Umerin Global Private
Limited (Entity Significantly influenced by Director) |
Sale |
Ongoing transaction approved
yearly |
24.73 |
13.04.2023 |
NIL |
Pearl Furniture Private
Limited (Subsidiary Company) |
Rent on Plant & Machinery |
Approved yearly |
23.95 |
13.04.2023 |
NIL |
Prince Furniture (Entity
Significantly influenced by Director) |
Purchase |
Ongoing transaction approved
yearly |
10.53 |
13.04.2023 |
NIL |
Deven D. Nandani (Director) |
Sale |
Approved yearly |
0.17 |
13.04.2023 |
NIL |
Deven D. Nandani Director |
Rent |
Approved yearly |
87.60 |
13.04.2023 |
NIL |
Neha U. Nandani (Relative
of Director) |
Rent |
Approved yearly |
51.00 |
13.04.2023 |
NIL |
|