Your Directors have pleasure in presenting their Twenty Fourth Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March312015.
1. Financial summary or highlights/ Performance of the Company.
|Particulars ||2014-15 ||2013-14 |
|Turnover ||NIL ||NIL |
|Profit/(Loss) before tax ||(1467806) ||1134272 |
|Less: Prior period adjustment provision for deferred tax MAT Credit entitlement ||(224429) ||(216135) |
|Profit (Loss) for the year ||(1243377) ||1350407 |
|Add : Balance B/F from the previous year ||(116389235) ||(117739642) |
|Balance Profit / (Loss) C/F to the next year ||117632612 ||116389235 |
2. Performance Of The Company
For the year ended 31st March 2015 the Company earned a total income of Rs.2375100/-(Twenty three Lakh seventy five thousand and hundred only) and incurred a lossof Rs. 1243377 ( Twelve Lakh forty three thousand three hundred and seventy seven only)after depreciation and other adjustments.
3. BIFR Status:
The Company has continued in its efforts to obtain the necessary reliefs/concessionsfrom Government of Karnataka on matters relating to Sales Tax.
Since there was no profit the Company did not declare any dividend to its members.
Since the Company did not earn any profit there was no transfer made to reserves.
6. Brief description of the Company's working during the year/State of Company'saffair.
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 hasdecided to lease out the Factory premises. The Company has not made any sales during thecurrent year.
7. Change in the nature of business if any
There was no change in the nature in the business during the financial year.
8. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report.
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report.
9. Details of significant and material orders passed by the regulators or courts ortribunals 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 orTribunals impacting the going concern status and Company's operation in the future.
10. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its Business including adherence to the Company's policiessafeguarding of its assets prevention and detection of frauds and errors accuracy andcompleteness of the accounting records and timely preparation of the reliable financialdisclosures.
11. Details of Subsidiary/Joint Ventures/ Associate Companies
The Company does not have any subsidiary/Joint venture/Associate Companies.
12. Performance and financial position of each of the subsidiaries associate and jointventure companies included in the consolidated financial statement.
Since the Company does not have any subsidiary/Joint venture/Associate Companies therequirement of the same is not applicable.
The Company did not accept deposits from the public or members as per the provisions ofSection 73 to 76 of Companies Act 2013 or any other rules framed thereunder.
At the Annual General Meeting held on 30th September2014 members of the Companyappointed Statutory Auditors M/s. Murali & Venkat Chartered Accountants Bengaluruwho have confirmed their eligibility and willingness to accept office. In terms of thefirst proviso to Section 139 of the Companies Act 2013 the appointment of the auditorsshall be placed before the Annual General Meeting and your directors recommend theirappointment Secretarial Auditor
CS R.C Venkatesh Rao. Practicing Company Secretary was appointed to conduct theSecretarial Audit of the company for the Financial Year 2014-15 as required under Section204 of the Companies Act 2013 and Rules thereunder. The Secretarial Audit Report for theFY 201415 forms part of the Annual Report as Annexure-1 to the Board's Report.
The Board noted the reports given by Statutory and
Secretarial Auditor and made the following explanations.
EXPLANATION OR COMMENTS ON
QUALIFICATIONS RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE
AUDITORS AND THE PRACTICING COMPANY
SECRETARY IN THEIR REPORTS.
1. The Accounting Standards AS-13 on Accounting for Investments AS-15 on employeebenefits fixed asset details to show full particulars including quantitative details andsituation of all fixed assets will be examined in detail and necessary action will betaken during the next financial year.
2. No disclosures have been made under the provisions of Micro Small and Mediumenterprises Development Act 2006 as Company has not received proper information inrespect of status of the Company.
3. The difference in Debtors balance is because of nonconfirmation of balance from theconcerned debtors.
4. The company has addressed letters to all under sundry debtors sundry creditors andloans & advances to confirm the balances as no one has responded the company willfollow with the reminder.
5. No provision has been made for the sales tax arrears as the Company is entitled toreliefs and concessions from Government of Karnataka as per BIFR order. The company isstill following up both with BIFR and the State Government.
6. During the year the Company has involved in buying and selling of other company'sshares through stock market. As per the other objects of the Memorandum of Associationinvesting in the shares of other company is covered in the object incidental or ancillaryto the main objects. In view of the above investing in the shares of other company is inorder.
7. No provision has been made for the Back billing demand raised by CESCOM as theCompany is following up the same with the higher authorities of CESCOM Bharti Airtel& Vodafone Essar.
8. Since the Company does not have any revenue it has not paid the Listing Fees to theStock Exchange. The promoters are planning to do some profitable venturing. The Companywill settle the dues of the stock exchange at the earliest.
9. The Company has made an application for obtaining the in principle approval of theBombay Stock Exchange in the year 2012 and the fees as prescribed by the Stock Exchange isalso paid by the Company. Company is following up with the stock exchange for obtainingthe approval of the Bombay Stock Exchange.
10. The details about the constitution of the Board will be examined in detail and thenecessary corrective action shall be taken during the next financial year.
15. Share Capital
The Company has a paid up capital of Rs.
138000000 (Thirteen Crore Eighty Lakhs Only) divided into 13800000 (One Crorethirty eight lakhs only) Equity shares of Rs. 10/-(Ten Only) each. The Authorized Capitalof the Company is Rs. 140000000 (Fourteen Crores Only) divided into 14000000 (OneCrore forty lakhs only) Equity shares of Rs.10/- (Ten only) each.
Further the Company has not bought up back any of its securities has not issued anySweat Equity Shares bonus shares and has not provided any Stock Option Scheme to itsemployees during the year under review.
16. Extract of the Annual return
In accordance with the Provisions of Section 134(3)(a) of the Companies Act 2013 anextract of the Annual return in prescribed format is appended as Annexure-2 to the Board'sreport.
17. Conservation of energy technology absorption and foreign exchange earnings andoutgo
Since the Company did not have any production activities the same is not applicable.
A) Conservation of energy:
Since the Company did not have any production activities the same is not applicable.
(B) Technology absorption:
Since the Company did not have any production activities the same is not applicable.
(C) Foreign exchange earnings and Outgo:
The Company had neither Foreign Exchange Earnings nor outgo during the financial year.
18. Corporate Social Responsibility (CSR)
The Company did not have the prescribed thresholds as provided under Section 135(1) forconstituting CSR committee and hence the same is not applicable.
A) Changes in Directors and Key Managerial Personnel:
The Board of Directors at their meeting held on 23rd September 2014 took note ofresignation of Mr. H C Balagopal. Also the Board of Directors at their meeting held on25th March 2015 appointed Mrs. Kamala Devi Gupta as Additional Director.
B) Declaration by an Independent Director(s) and reappointment if any
All Independent Directors have given declarations to the effect that they meet thecriteria of independence as laid down under Section 149 (6) of the Companies Act 2013 andClause 49 of the Listing Agreement.
C) Formal Annual Evaluation
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the Directors individually as wellas the evaluation of the working of its Audit Nomination and Remuneration Committee.
20. Number of meetings of the Board of Directors.
The Board of Directors duly met 7(Seven) the details which are given in the CorporateGovernance Report that forms part of this Annual report. The intervening gap between anytwo meetings was within prescribed period as per the Companies Act 2013 and Clause 49 ofthe Listing Agreement.
21. Committees of the Board
Detail discussion is made under the heading Corporate Governance Report.
22. Policies of the Company:
Vigil Mechanism/Whistle Blower Policy for Directors and employees:
The Company is in the process of formulating Vigil Mechanism /Whistle Blower policy andthe same will be implemented at the earliest.
Research and Development
Since the Company does not have any production activities the policy for the sane isnot applicable. Internal Control System and Their Adequacy.
Detailed discussion is made under the head Management Discussion and AnalysisReport which forms part of Annual report.
Anti- Sexual Harassment Policy
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention. prohibition and redressal of sexual harassment of women atworkplace and to provide a platform for redressal of Complaints and grievances againstsexual harassment. During the Financial Year 2014-15 Company has not received anycomplaint on sexual harassment.
23. Particulars of loans guarantees or investments under section 186
Loans Guarantees or Investments covered under Section186 of the Companies Act 2013forms part of the notes to the Financial Statements provided in the Annual Report.
24. Particulars of contracts or arrangements with related parties:
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arms length transactions under third proviso thereto is disclosed inForm No. AOC -2 as per Annexure-3.
25. Managerial Remuneration:
The policy of the Company on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under Sub-section (3) of Section 178 of the Companies Act2013 adopted by the Board is appended to the Corporate Governance Report.
26. Corporate Governance Certificate
Pasari recognizes good Corporate Governance and is committed to sound corporatepractices based on conscience openness fairness professionalism and accountability forthe benefit of its stakeholders and for long-term success. We adhere to standards set bySEBI Corporate Governance practices and a Certificate on Corporate Governance pursuant toClause 49 of the Listing Agreement forms part of this report in Annexure-4.
27 . Risk management policy
Detail discussion is made under the heading Management Discussion and Analysis.
28. Directors' Responsibility Statement
To the best of our knowledge and belief and according to the information andexplanations obtained by us your Directors make the following statements in terms ofSection 134 (3) (c) of the Companies Act 2013:
(a) that in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures except AS- 13 and AS - 15;
(b) that such accounting policies as mentioned in Notes to the Financial Statementshave been selected and applied consistently. Judgement and estimates have been made thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at March 312015 and of the profit of the Company for the year ended onthat date;
(c) that proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of this Act for safeguarding the assets of the companyand for preventing and detecting fraud and other irregularities;
(d) that the annual financial statements have been prepared on a going concern basis;and
(e) that proper internal financial controls were in place and that the internalfinancial controls were adequate and were operating effectively.
(f) that systems to ensure compliance with the provisions of all applicable laws werein place and adequate operating effectively.
The Directors place on record their appreciation of cooperation and continued supportextended by customers shareholders investors partners vendors bankers theGovernment and statutory authorities for the Company's growth. We thank employees at alllevels across the Group for their valuable contribution in our progress and look forwardto their continued support.
for and behalf of the Board of Directors
|Date: 19th August 2015 ||G.S. Gupta ||T.K. Gupta |
|Place: Bangalore ||Chairman ||Managing Director |
| ||DIN:00003860 ||DIN:00054549 |
ANNEXURE 1 FORM NO. MR-3 Secretarial Audit Report
For the financial year ended 31st March 2015
[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]
PASARI SPINNING MILLS LIMITED.
NO. 18 IIIRD FLOOR ANJANEYA TEMPLE ROAD YEDIYUR
JAYANAGAR 6TH BLOCK BANGALORE-560082
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Pasari Spinning Mills Limited(hereinafter called 'the Company') CIN- L85110KA1991PLC012537. Secretarial Audit wasconducted in accordance with the Guidance Note issued by the Institute of CompanySecretaries of India (a statutory body constituted under the Company Secretaries Act1980) and in a manner that provided me a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the Company's books papers minutes books forms andreturns filed and other records maintained by the Company and read with the StatutoryAuditors report on Financial Statements and their certificate on compliance with theconditions of Corporate Governance under Clause 49 of the Listing Agreement and also theinformation provided by the Company its officers agents and authorised during the conductof secretarial audit I hereby report that in my opinion and to the best of my information knowledge and belief and according to the explanations given to me the Company hasduring the audit period covering the financial year ended on 31.03.2015 complied with theapplicable statutory provisions listed hereunder and also that the Company has properBoard-process and compliance mechanism in place to the extent in the manner and subjectto the reporting made hereafter.
I have examined the books papers minute books forms and returns filed and otherrecords maintained by Pasari Spinning Mills Limited for the financial year ended on31.03.2015 according to the applicable provisions of:
1. The Companies Act 2013(the Act) and the rules made thereunder;
2. The Securities Contract (Regulation )Act 1956 and the rules made thereunder;
3. The Depositories Act 1996 and the Regulations and Bye-Laws framed thereunder;
4. Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings to the extent applicable to the Company;
5. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 to the extent applicable to the Company:-
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
b. The Securities and Exchange Board of India( Prohibition of Insider Trading)Regulations 1992;
c. The Securities and Exchange Board of India(Employee Stock Option Scheme and EmployeeStock Purchase Scheme) Guidelines 1999 and the Securities and Exchange Board of India(Share Based Employee Benefits) Regulations 2014;
d. The Securities and Exchange Board of India(Registrars to an Issue and Share TransferAgents) Regulations1993- Karvy Computer share Pvt Ltd as a Share Transfer Agent providesshare registration and related services.
6. The company has closed its manufacturing operations since Nov. 2012 and has obtainedthe permission to close undertaking from Govt. of Karnataka.
The Managing Director has confirmed that all the dues to the workmen have been settledin accordance with the settlement. I confirm that I have gone thorough the abovedocuments.
I have also examined compliance with the applicable clauses of the following;
The Listing Agreements entered into by the Company with Bombay Stock Exchange Limited.The company is due in payment of listing fee to Bombay Stock Exchange Limited.
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines etc. mentioned above.
The Application for permission to demat from promoters Quota is pending since 2012 withthe Bombay stock Exchange to the extent of Rs 1.8 crores.
I further report that:
1. The Board of Directors of the Company is not duly constituted with proper balance ofExecutive Directors NonExecutive Directors and Independent Directors and the changes inthe composition of the Board of Directors that took place during the period under reviewwere carried out in compliance with the provisions of the Act.
2. Adequate notice is given to all directors for the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system are inplace for seeking and obtaining further information and clarifications on the agenda itemsfor meaningful participation at the meeting.
3. The company needs to appoint a qualified Company Secretary in terms of section 203based on paid up Capital.
4. The notes on accounts by statutory Auditors suggest existence of claims and counterclaims which has effect on revenue and is not commented on by me. The company has notcomplied with Listing Agreement re: Publication of financials with stock Exchange. TheCompany may have to pay heavy penalties if levied.
5. The Company has violated Clause 54 of the Listing agreement as noWebsite has been created.
6. There is a need to reconcile the paid up share capital.
I further report that there are adequate systems and processes in the Companycommensurate with the size to monitor and ensure compliance with the applicable lawsrules regulations and guidelines.
We further report that during the audit period the company had no other Specificevents.
|Place: Bangalore ||R.C.Venkatesh Rao |
|Date: 19/08/2015 ||Practicing Company Secretary |
| ||CP No. 2733 |
| ||Membership No. 2282 |