Share Wealth

Year End :2024-03

2. PERFORMANCE OF THE COMPANY:

For the year ended 31st March, 2024, the Company has earned a profit of Rs. 42,53,420/- (Rupees Fourty two lakh fifty three thousand four hundred and twenty only) as compared with the previous year's loss of Rs. (27,48,776)/- (Rupees Twenty seven lakh fourty eight thousand seven hundred and seventy six only).

3. THE WEB ADDRESS, IF ANY, WHERE ANNUAL RETURN HAS BEEN PLACED

The Company is having website i.e. www.pasarispinning.com and Annual Return of Company has been published on this website.

4. BIFR STATUS:

The Company has continued in its efforts to obtain the necessary reliefs/concessions from Government of Karnataka on matters relating to Sales Tax.

5. DIVIDEND:

During the year under review, the Company did not declare any dividend to its members as a prudent business policy.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:

During the period under review there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

7. RESERVES:

During the year under review the Company has earned a profit of Rs. 42,53,420/- (Rupees Fourty two lakh fifty three thousand four hundred and twenty only) as compared with the previous year's loss of Rs. (27,48,776)/- (Rupees Twenty seven lakh fourty eight thousand seven hundred and seventy six only)

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and the same has been transferred to Reserves and Surplus account.

8. STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK:

The Company has discontinued its production operations from the financial year 2010-11. The Company has no intention to continue the production operations henceforth and has decided to lease out the Factory premises. The Company has not made any sales during the current year. Future outlook detailed discussion is made under the head “Management Discussion and Analysis Report”, which forms part of Annual report

9. CREDIT RATING: NOT APPLICABLE

10. CHANGE IN NATURE OF BUSINESS, IF ANY:

The Company has not changed its business objectives and nature of business during the year under review. However, the Board of Directors of the Company has added a new object clause in the existing Memorandum of Association which is relating to entering into the food industry.

11. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

12. 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:

There were no significant and material orders passed by the Regulators or the Courts or Tribunals impacting the going concern status and Company's operation in the future.

However, The Hon'ble Bangalore District Court, vide its order dated 31st January, 2020 has dismissed the case M/s Pasari Spinning Mills Limited Vs The Cotton Corporation of India. An appeal for the same is filed before the Hon'ble High Court of Karnataka.

13. STATEMENT IN RESPECT OF ADEQUACY OF

INTERNAL FINANCIAL CONTROL WITH

REFERENCE TO THE FINANCIAL STATEMENTS:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its Business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of the reliable financial disclosures.

14. SUBSIDIARIES, JOINT VENTURES AND

ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint venture and Associate Companies.

15. DEPOSITS:

During the year under review the Company has not accepted/renewed any deposits.

16. PARTICULARS OF EMPLOYEES:

As required by Rule 5(2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, there were no employees employed during the year who were in receipt of remuneration which is not less than Rs.8,50,000/-(Eight lakhs fifty thousand only) per month or Rs.

1,02,00,000/- (One crore two lakhs only) per annum.

17. AUDITORS:

Statutory Auditors:

M/s. Rao & Emmar, Chartered Accountants, Bangalore (Firm Registration No. 03084S), Chartered Accountants were appointed as Statutory Auditors of your Company at the Annual General Meeting held on 30th September, 2019, for the five consecutive years and each such term would require approval of the shareholders. In line with the

requirements of the Companies Act, 2013, M/s. Rao & Emmar, Chartered Accountants, Bangalore (Firm Registration No. 03084S) were appointed as Statutory Auditor of the Company at the 28^th AGM held on 30^th September, 2019 to hold office from the conclusion of the said meeting till the conclusion of the 33^rd AGM to be held in the year 2024. The term of office of M/s. Rao & Emmar, Chartered Accountants, Bangalore, as Statutory Auditors of the Company will conclude from the close of the forthcoming AGM of the Company.

The Auditors have confirmed that they are not disqualified from being appointed as Auditors of the Company.

Statutory Auditors' comments on Company's accounts for year ended 31st March, 2024 are selfexplanatory in nature and do not require any explanation as per provisions of Section 134(3)(f) of the Companies Act, 2013. The qualifications, reservation, adverse remark & Disclaimers provided in audit report is replied here.

1. We draw attention to Note No. 24 - Other Disclosures of the Notes to the Financial Statements wherein the Company has provided for an amount of Rs. 63.90 Lakhs owing to non-progress of the legal dispute with the Cotton Corporation of India Limited. Further the balance litigated amount of Rs. 639.22 lakhs has been disclosed as Contingent Liability.

2. Pursuant to Section 134 of the Companies Act, 2013 the Financial Statements of the Company must be signed by any two directors (one of whom shall be the Managing Director), the Chief Executive Officer, the Chief Financial Officer and the Company Secretary of the Company, wherever they are appointed.

Our replies are as under:

Qualification/ observation/ disclaimer/ adverse remark 1- The case is pending before the Hon'ble High Court of Karnataka. Further as a measure towards Good Corporate Governance and disclosure the amount provided as advance to CCI has been treated as bad & doubtful advances and the Company has made provision towards the same and it is disclosed accordingly in the Statement of Profit and Loss.

Qualification/ observation/ disclaimer/ adverse

remark 2- The Chief Financial Officer of the Company is recovering from his ill-health and will be back shortly. However presently he is unable to sign any document due to his weak health conditions.

Secretarial Auditor:

The Board has appointed M/s Vinay & Ashwini, Company Secretaries, Bangalore as the Secretarial Auditor, to conduct the Secretarial Audit of the Company for the Financial Year 2023-24 as required under Section 204 of the Companies Act, 2013 and Rules made thereunder. The Secretarial Audit Report for the FY 2023-24 forms part of the Annual Report as Annexure-1 to the Board's Report.

18. EXTRACT OF ANNUAL RETURN:

The requirement of preparing extract of Annual Return (MGT-9) is done away with by virtue of an amendment to Section 92(3) as well as Rule 12 of Companies (Management and Administration) Rules, 2014.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Significant measures are taken to reduce the energy consumption by using energy- efficient equipments. Conservation of energy is always on the “To Do” list at all levels of operations. Efforts are made in this direction on a continuous basis. The company has taken the following adequate measures to conserve the energy:

• Localized lighting in place of community lighting.

• Employees are habituated to switch off fans, lights during the lunch break and at close of office hours.

• The Company has started using LED lights which saves the energy considerably.

FOREIGN EXCHANGE:

Current Previous Year Year

Earnings in Foreign Currency NIL NIL

Expenditure in Foreign Currency NIL NIL

20. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company does not meet the prescribed thresholds as provided under Section 135 for

Further, Pursuant to Section 152 of the Companies Act, 2013 Mr. Gauri Shankar Gupta (DIN: 00003860), retires by rotation and being eligible, offers herself for reappointment in the upcoming Annual General Meeting.

Key Managerial Personnel:

During the year under review there were no appointment and re-appointment of KMP.

B) Declaration by Independent Director(s) and reappointment, if any

The Company has received necessary declarations of independence from the both the Independent Directors under section 149(7) of the Companies Act, 2013, that they meet the criteria of independent director envisaged in section 149(6) of the Companies Act, 2013.

Programme For Familiarisation of Independent Directors:

The details of programme for familiarization of Independent Directors of the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at its link www.pasarispinning.com

C) Formal Annual Evaluation

constituting CSR committee and hence the same is not applicable.

21. DIRECTORS:

A) Changes in Directors and Key Managerial Personnel: During the year under review there was change in the constitution of Board, the details of the same is as under.

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 Audit, Nomination and Remuneration Committee.

22. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The Board of Directors duly met 5 (five) times, during the year under review. The intervening gap between any two meetings was within prescribed period as per the Companies Act, 2013 and Securities and Exchange Board of India Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the same areas under:

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23. Cost Record

The provision of Cost audit as per section 148 doesn't applicable on the Company.

24. Consolidated Financial Statements

Company doesn't have any subsidiaries so there is no need to prepare consolidated financial statement for the

F. Y. 2023-24.

25. SEBI (LODR) Compliance

The Company has complied all the regulations of the SEBI (LODR) regulation, 2015 which are applicable to the company.

26. Compliance with Secretarial Standard

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

27. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fee for the year 2023-2024 BSE Limited with whom the Equity Shares of the Company have been listed.

28. Corporate Governance

Maintaining high standards of Corporate Governance has been fundamental to the business of your Company since its inception. A separate report on Corporate Governance is provided (Annexure -2A).

29. POLICIES OF THE COMPANY:

Vigil Mechanism/Whistle Blower Policy for directors and employees:

The Company has formulated Vigil Mechanism/Whistle Blower policy and the same is implemented.

Research and Development:

Since the Company does not have any production activities, the policy for the same is not applicable.

Insider Trading Code

In compliance with the SEBI regulations on prevention of insider trading, the Company has instituted a comprehensive Code of Conduct for regulating, monitoring and reporting of trading by Insiders. The said Code laid down guidelines, which advised them on procedures to be followed and disclosures to be made, while dealing with shares of the Company and cautioned them on on sequences of non compliances.

Internal Control System and Their Adequacy:

Detailed discussion is made under the head “Management Discussion and Analysis Report”, which forms part of Annual report.

Anti- Sexual Harassment Policy:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment of women at workplace and to provide a platform for redressal of Complaints and grievances against sexual harassment. During the Financial Year 2023-24, Company has not received any complaint on sexual harassment.

30. particulars of loans, guarantees or

INVESTMENTS MADE UNDER section 186 OF THE COMPANIES ACT, 2013:

Loans, Guarantees or Investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the Financial Statements provided in the Annual Report.

31. particulars of contracts or arrangements with related PARTIES:

The particulars of every contract or 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 arms length transactions under third proviso thereto is disclosed in Form No. AOC -2 as per Annexure-3.

32. MANAGERIAL REMUNERATION:

Since the Company is not carrying on any profitable activities, the Directors of the Company have voluntarily waived off their remuneration. Hence no managerial remuneration is paid for the year under review.

33. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continues basis.Detail discussion is made under the heading Management Discussion and Analysis.

34. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 your directors confirm that:

(a) in the preparation of the annual accounts, 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 as at the end of the financial year and of the profit/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

(d) Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(e) The directors had prepared the annual accounts on a going concern basis; and

(f) That proper internal financial controls were in place and that the internal financial controls were adequate and were operating effectively.

(g) 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.

35. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

The Board noted the reports given by Statutory Auditors and Secretarial Auditor and made the following Explanations:

The replies to the Qualifications, Reservations or Adverse Remarks or Disclaimers of the Statutory Auditors are provided in the Point Number 17

36. FRAUD REPORTING:

Pursuant to the provisions of section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Board.

37. VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD’S REPORT:

The Company has not made any application to the Authorities for revision of Financial Statements or Boards Report during the year under review.

38. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

(i) The Company has not made any application or initiated any proceedings under the Insolvency and Bankruptcy Code, 2016.

(ii) There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

39. THE DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

No settlements have been done with banks or financial institutions.

40. AMOUNTS DUE TO MICRO, SMALL AND MEDIUM ENTERPRISES

Based on the information available with the company regarding the status of the suppliers under the MSME, there are no dues outstanding to Micro and Small Enterprises as at 31st March 2024.

41. SHARES:

SHARE CAPITAL:

A. AUTHORISED CAPITAL

The Authorized Capital of the Company is Rs.

14.00. 00.000/-(Rupees fourteen crore only) divided into 1,40,00,000 (Once crore forty lakh only) equity shares of Rs. 10/- each.

B. PAID UP CAPITAL:

The Paid up capital of the Company is Rs.

13.80.00. 000/- (Rupees thirteen crore eighty lakh only) divided into 1,38,00,000 (Once crore thirty eight lakh only) equity shares of Rs. 10/- each.

C. CHANGES IN SHARE CAPITAL, IF ANY:

There is no change in both the Authorised and paid up capital of the Company during the year under review.

D. BUY BACK OF SECURITIES:

The Company has not bought back any of its securities during the year under review.

E. SWEAT EQUITY:

The Company has not issued any Sweat Equity Shares during the year under review.

F. BONUS SHARES:

No Bonus Shares were issued during the year under review.

G. EMPLOYEES STOCK OPTION PLAN:

During the year under review the Company has not provided any Stock Option Scheme to the employees.

H. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

No equity shares with differential rights were issued during the year under review.

42. ACKNOWLEDGEMENTS:

The Directors place on record their appreciation for cooperation and continued support extended by employees, consultants, customers, shareholders, investors, partners, vendors, bankers, the Government, and statutory authorities for the Company's growth. We thank associates and consultants for their valuable contribution in our progress and look forward to their continued support.