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Parmeshwari Silk Mills Ltd.

BSE: 540467 Sector: Industrials
NSE: N.A. ISIN Code: INE808R01012
BSE 05:30 | 01 Jan Parmeshwari Silk Mills Ltd
NSE 05:30 | 01 Jan Parmeshwari Silk Mills Ltd

Parmeshwari Silk Mills Ltd. (PARMESHWARISILK) - Director Report

Company director report

Dear Members

Your Board of Directors are pleased to present the Companies 29thAnnualReport and the Company’s Audited Financial Statements for the financial year endedMarch 31 2022.

1. FINANCIAL RESULTS

The Company’s financial performance for the year ended March 31 2022 issummarized below:

PARTICULARS

Standalone

2021-22 2020-21
Income from Business Operations 1451663867.71 1010981279.99
Other Income 1761022.92 1452015.60
Total Income 1453424890.63 1012433295.59
Less: Expenditure 1395881816.19 987350902.12
Profit/Loss before Tax 57405770.96 23967904.89
Less: Tax Expense 9679987 4113293.00
Less Deferred Tax 9357149.01 2836450.00
Net Profit/Loss after Tax 38368634.95 17018161.89
Earnings per share:
Basic 12.78 5.67
Diluted 12.78 5.67

2. RESULTS OF OPERATIONS & STATE OF COMPANY’S AFFAIRS UNDER SECTION134(3)(i) OF THE COMPANIES ACT 2013

During the year under review company gave robust performance with the total revenuefrom operations going upto Rs.1451663867.71 on standalone basis as compared tothe last year’s revenue Rs. 1010981279.99 on standalone basis. EarningBefore Tax (EBT) for the period doubled to Rs. 57405770.96 as compared to Rs.23967904.89 of last fiscal. Earning After Tax (PAT) also more than doubled toRs.38368634.95as compared to Rs.17018161.89of last fiscal and EPS increased to Rs. 12.78 ascompared to Rs. 5.67of last financial year.

3. INDIAN ACCOUNTING STANDARDS

As per the requirements of notification dated 16th February 2015 issued by theMinistry of Corporate Affairs (MCA) Standalone Financial Statements of the Company forthe Financial Year 2021-22 have been prepared as per Ind AS.

4. TRANSFER TO RESERVE UNDER SECTION 134(3)(j) OF THE COMPANIES ACT 2013

The Board of Directors of the Company have not transferred any amount of net profitearned during the year to the Reserves & Surplus for the year under review.

5. DIVIDEND UNDER SECTION 134(3)(k) OF THE COMPANIES ACT 2013

Your company has made profits for the year under review;but in order to conserve theresources the Board of Directors of the Company has not recommended any Dividend onEquity Shares for the year under review.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared or paid by the Company theprovisions of Section 125 of the Companies Act 2013 do not apply.

7. SHARE CAPITAL

During the year under report there was no change in the Authorized and Paid-up ShareCapital of the Company. As at 31st March 2022 the Authorized Share Capital of the Companywas Rs.35000000/-consisting of 3500000 Equity Share of Rs.10/- each. The Paid-upShare Capital of the Company as on 31st March 2022 was Rs.30011000/- consisting of3001100 Equity Share of Rs. 10/- each and during the year under report your Company hasnot issued any shares under any employee stock option schemes sweat equity shares or anyequity shares with differential rights as to dividend voting or otherwise. Further theCompany has not bought back its own securities during the year under report.

8. PUBLIC DEPOSITS

During the year under review your Company has not accepted/renewed any public depositsunder Section 73 of the Act read with Companies (Acceptance of Deposits) Rules 2014 andas such no amount of principal or interest was outstanding as of the Balance Sheet date.

9. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATEOF THIS REPORT IF ANY UNDER SECTION 134(3)(l) OF THE COMPANIES ACT 2013

There are No Material Changes or commitments have taken place effecting the financialposition of the company from the end of the financial year till the date of this report.

10. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

During the financial year ended 2021-22 the Company has no subsidiary company’swithin the meaning of Section 2(87) of the Companies Act 2013 ("Act") and thereare no associates or joint venture companies within the meaning of Section 2(6) of theCompanies Act 2013 ("Act"). Pursuant to the provisions of Section 129(3) of theAct a statement containing the salient features of financial statements of theCompany’s subsidiary is mentioned in Form AOC-1 is not applicable.

11. REVISION OF FINANCIAL STATEMENT

There was no revision of the financial statements of the company for the year underreview.

12. ANNUAL RETURN UNDER SECTION 134(3)(a) OF THE COMPANIES ACT2013

As required under Section 134(3)(a) of the Act the Annual Return for the financialyear ended on 31st March 2022 in Form MGT-7 pursuant to section 92(3) of the CompaniesAct 2013 and rule 12(1) of the Companies (Management and Administration) Rules 2014 isput on the Company’s website and can be accessed athttps://www.parmeshwarisilkmills.com/investor-desk/annual-return

13. MANAGEMENT DISCUSSION & ANALYSIS REPORT

As stipulated under Regulation 34 of SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 the Report on Management Discussion and Analysis is annexedto this report and forms part of this Board Report.

14. AUDITORS AND AUDITORS’ REPORT A. STATUTORY AUDITOR

M/s. Kumar & Gupta & Associates Chartered Accountants (Firm Reg. No. 020247N)were appointed as Statutory Auditors of the Company for a term of 5 (five) consecutiveyears at the Annual General Meeting held on 27th August 2018 till theconclusion of 30th Annual General Meeting of the Company. They have confirmedtheir eligibility and qualifications required under the Act for holding office asStatutory Auditors of the Company. Thus M/s. Kumar & Gupta & Associates shallcontinue to act as Statutory Auditor of the Company for the financial year 2022-23.

The name of Statutory Auditor’s Firm has been changed from M/s. Kumar &Gupta & Associates to M/s. Montek S & Associates Chartered Accountants (Firm Reg.No. 020247N).

DIRECTORS’ COMMENTS ON THE REPORT OF STATUTORY AUDITOR UNDER SECTION 134(3)(f)(i)OF THE COMPANIES ACT 2013

The Notes on financial statement referred to in the Auditors’ Report areself-explanatory and in the opinion of the Directors do not call for any further comments.The Auditors’ Report does not contain any qualification reservation adverse remarkor disclaimer.

B. COST AUDITOR

As per the requirements of the Section 148 of the Act read with the Companies (CostRecords and Audit) Rules 2014 as amended from time to time your Company is required tomaintain cost records and accordingly such accounts are prepared and records have beenmaintained relating to Textile Division every year. The Cost Audit Report for the year wasfiled with the Central Government within the prescribed time.

The Board of Directors on the recommendation of Audit Committee of the Company intheir meeting i.e. 1st April 2021 has re-appointed M/s. Pawan&Associates (FRN: 101729) Cost Accountants for Cost Audit of the Company for theFinancial Year 2021-22.As required under the Acta resolution seeking member’sapproval for the remuneration payable to the Cost Auditor forms part of the Noticeconvening the Annual General Meeting for their ratification.

C. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 179 and 204 of the Companies Act 2013 read withthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 M/s.P.S. Bathla & Associates Company Secretaries a firm of practicing companysecretaries was appointed as Secretarial Auditor to conduct the secretarial audit of theCompany for the financial year ended 2021-22.

Parminder Singh Bathla Secretarial Auditor has given the Secretarial Audit Reportin Form No. MR-3 and the same has been annexed to the Board’s Report and marked as "Annexure-C".The secretarial audit report does not contain any qualification reservation adverseremark or disclaimer and is self-explanatory.

DIRECTORS’ COMMENTS ON THE REPORT OF SECRETARIAL AUDITOR UNDER SECTION134(3)(f)(ii) OF THE COMPANIES ACT 2013

Observations in the report are on the basis of facts and are self-explanatory.

D. INTERNAL AUDITOR

Pursuant to the Provision of section 138 of the Companies Act 2013 The Board ofDirectors at their meeting held on 09.08.2022 had appointed Ms. Harinder Kaur as theInternal Auditor of the Company. The Internal Auditor submits a "QuarterlyReport" to the Audit Committee for its review.

15. REPORTING OF FRAUDS

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and/or Board under Section143 (12) ofCompanies Act 2013 and Rules framed thereunder.

16. SECRETARIAL STANDARDS

The Board of Directors of the company state that during the year under review theapplicable Secretarial Standards i.e. SS-1 and SS-2 relating to Board Meetings andGeneral Meetings respectively have been duly followed by the Company.

17. DISCLOSURES

NUMBER OF MEETINGS OF THE BOARD & COMMITTEES

Meetings of Board of Directors

During the financial year ended on March 31 2022 14 (Fourteen) Board Meetings wereheld. Further details of the meetings of the Board and its Committees are given in theCorporate Governance Report which forms part of the Annual Report and the gap requirementof 120 days between two meetings have been complied with. The necessary quorum was presentfor all the meetings.

Change in Director(s) /Key Managerial Personnel(s) during the Year

The details about the changes in the Board of Directors or Key Managerial Personnel byway of Appointment Re-designation Resignation Death Dis-qualification variation madeor withdrawn etc. are as follows:

Sl. No. Name Designation Appointment Cessation
1. Ms. Nandani Tiwari Company Secretary & Compliance Officer 24.07.2021 13.08.2021
2. Mrs. Honey Agarwal Company Secretary & Compliance Officer 12.02.2022 -

During the year under review no other changes took place in the composition of theBoard of Directors of the Company. The composition of the Board of Directors of theCompany is in compliance with the applicable norms.

Retirement by Rotation

Pursuant to Section 149(13) of the Companies Act 2013 the independent directors arenot liable to retire by rotation. Further Section 152(6) of the Companies Act 2013stipulates that 2/3rd of the total number of directors of the public company should beliable to retire by rotation and out of such directors 1/3rd should retire by rotation atevery Annual General meeting of the company. To meet the requirement of provisions ofSection 152(6) of the Companies Act 2013 Ms. Harinder Kaur (DIN: 08407151)Director willbe retiring by rotation at the ensuing Annual General Meeting and being eligible offersherself for re-appointment. The Board recommends her re-appointment to the Board ofDirectors the Company at the ensuing Annual General Meeting.

Board Committees

The Board has constituted various committees viz. Audit Committee Nomination andRemuneration Committee Stakeholders Relationship Committee Corporate SocialResponsibility Committee to enable better management of the affairs of the Company withterms of reference in line with provisions of Companies Act 2013 and SEBI (LODR)Regulations.

Audit Committee

The Audit Committee of the Company is constituted in line with the provisions ofsection 177 of the Companies Act 2013 to be read with Regulation 18 of the SEBI (ListingObligation & Disclosure Requirement) Regulation 2015. The Audit Committee of theCompany comprises of Mr. Arvinder Kaur (Chairperson) Mr. Puneet Singh Taneja and Mr.Jatinder Pal Singh as Members. During the year all the recommendations made by the AuditCommittee were accepted by the Board.

The Composition of Audit Committee is given in the Corporate Governance Report whichforms the integral part of this Annual Report.

Nomination & Remuneration Committee

The Nomination & Remuneration Committee of the Company is constituted in line withthe provisions of section 178 of the Companies Act 2013 to be read with Regulation 19 ofthe SEBI (Listing Obligation &Disclosure Requirement) Regulation 2015. The Nominationand Remuneration Committee of the Company comprises of Mr. Arvinder Kaur (Chairperson)Mr. Puneet Singh Taneja and Mr. Jatinder Pal Singh as Members. The Composition of theCommittee is given in the Corporate Governance Report which forms the integral part ofthis Annual Report.

Stakeholders’ Relationship Committee

The Stakeholders’ Relationship Committee of the Company is constituted in linewith the provisions of section 178 of the Companies Act 2013 to be read with Regulation20 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation 2015. TheStakeholders’ Relationship Committee of the Company comprises of Mr. Arvinder Kaur(Chairman) Mr. Puneet Singh Taneja and Mr. Jatinder Pal Singh as Members.

The Composition of the Committee is given in the Corporate Governance Report whichforms the integral part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The constitution of Corporate Social Responsibility Committee of the Company isconstituted in line with the provisions of section 135 of the Companies Act 2013 to beread with Rule 5 of The Companies (Corporate Social Responsibility Policy) Rules 2014.The Corporate Social Responsibility Committee of the Company comprises of Mr. ArvinderKaur (Chairman) Mr. Puneet Singh Taneja and Mr. Jatinder Pal Singh as Members. TheComposition of the Committee is given in the Corporate Governance Report which forms theintegral part of this Annual Report.

18. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism Policy of the Company is constituted in line with the provisions ofsection 177 of the Companies Act 2013 to be read with Regulation 22 of the SEBI (ListingObligation & Disclosure Requirement) Regulation 2015. The Company promotes ethicalbehavior in all its business activities. Towards this the Company has adopted a Policy onVigil Mechanism and whistle blower policy. Protected disclosures can be made by a whistleblower through an e-mail or a letter to the Compliance Officer or to the Chairman of theAudit Committee. The Audit Committee also reviews complaints/issues (if any) raisedthrough Vigil Mechanism or by any Whistle blower on a quarterly basis. The whistle blowerpolicy is uploaded on the website of the Company and can be accessed athttps://www.parmeshwarisilkmills.com/code-of-conduct During the year under review noprotected disclosure concerning any reportable matter in accordance with the VigilMechanism and Whistle Blower Policy of the Company was received by the Company.

19. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OFCOMPANIES ACT 2013

All Independent Directors have given declarations under section 149(7) that they meetthe criteria of Independence as laid down under section 149(6) of the Companies Act 2013and Rules made thereunder to be read with SEBI (Listing Obligation & DisclosureRequirement) Regulation 2015.

20. BOARD ANNUAL EVALUATION UNDER SECTION 134(3)(p) OF THE COMPANIES ACT 2013

The provisions of Section 134(3)(p) of the Companies Act 2013 read with SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 mandate that a Formal AnnualEvaluation is to be made by Board of its own performance and that of its Committee andindividual Directors. Schedule IV of the Companies Act 2013 states that performanceevaluation of the Independent Director shall be done by Directors excluding the Directorbeing evaluated. The Board carried out a formal annual performance evaluation as per thecriteria/framework laid down by the Nomination & Remuneration Committee of the companyand adopted by the Board. The evaluation was carried out through a structured evaluationprocess to judge the performance of individual Directors including the Chairman of theBoard. They were evaluated on parameters such as their education knowledge experienceexpertise skills behavior leadership qualities level of engagement & contributionindependence of judgment decision making ability for safeguarding the interest of theCompany stakeholders and its shareholders.

The performance evaluation of the Independent Directors was carried out by the entireBoard except the participation of concerned Independent Director whose evaluation was tobe done. The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors. The Board was satisfied with the evaluationprocess and approved the evaluation results thereof.

21. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIESPROVIDED UNDER SECTION 186 OF THE COMPANIES ACT 2013

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Act are given in the notes to Financial Statements forming part of the AnnualReport.

22. PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OFTHE COMPANIES ACT 2013

During the financial year 2021-22 the Company has not entered into anycontracts/arrangements/ transactions with related parties which could be consideredmaterial in accordance with the Company’s Policy on Materiality of Related PartyTransactions. All the transactions made on arm’s length basis are being reported inForm No.AOC-2 in terms of Section 134 of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 is annexed as "Annexure-I".

23. MATERIAL CHANGES AND COMMITMENTS IF ANYAFFECTING THE FINANCIAL POSITION OF THECOMPANY

There were no changes in the share capital of the Company during the year under reviewand there were no significant material changes and commitments affecting the financialposition of the Company which has occurred between the end of the Financial Year of theCompany to which the Financial Statement relate and the date of its report.

24. EMPLOYEE STOCK OPTION SCHEME

During the year under review the Company has not allotted any Equity Shares to anyemployees of the Company under ESOP.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

To the best of the Management’s knowledge there has been no material order passedby any regulator or Court or Tribunal impacting the Going Concern status of theCompany’s operations.

26. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUT-GO UNDER SECTION 134(3)(m) OF THE COMPANIES ACT 2013

The requisite information with regard to conservation of energy technology absorptionand foreign exchange earnings and outgo in terms of the Section 134(3)(m) of theCompanies Act 2013 read with Companies (Accounts) Rules 2014 is given below:

Conservation of energy
1. the steps taken or impact on conservation of energy The Company has obtained better machinery to reduce its usage of energy and increase its production capacity.
2. the steps taken by the company for utilizing alternate sources of energy The Company hasn’t taken any step towards tapping the alternate sources of energy however the management is in talks to employ other sources of energy too like solar energy.
3. the capital investment on energy conservation equipment The Company hasn’t made any investment as such on energy conservation equipments in current year however the prospects of such investment are likely in the near future.
Technology absorption There was no Technology absorption during the current financial Year 2021-22
1. the efforts made towards technology absorption NIL
2. the benefits derived like product improvement cost reduction product development or import substitution NA
3. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) NA
4. the details of technology imported NA
5. the year of import NA
6. whether the technology been fully absorbed NA
7. if not fully absorbed areas where absorption has not taken place and the reasons thereof; and NA
8. the expenditure incurred on Research and Development NIL
Foreign Transaction During year 2021-22 Amount in Rs.
OUTWARD 37576882.22
INWARD 8082573.89

27. RISK MANAGEMENT

The provisions of SEBI Regulations for formation of Risk Management Committee are notapplicable to the Company. However as per section 134 (3) (n) of Companies Act 2013 thecompany regularly maintains a proper check in normal course of its business regarding riskmanagement. Currently the company does not identify any element of risk which maythreaten the existence of the company.

28. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES UNDER SECTION 134(3)(o) OF THECOMPANIES ACT 2013

During FY 2021-22 The Company was not required to spend any amount as the CSRObligation since the Net Profit for the financial year 2020-21 stood below 5 crores.however Company had spent Rs. 586000/-on corporate social responsibility (CSR)activities during the year against the Balance CSR obligation amounting to Rs. 112816/-for the Financial year 2020-21.

Detailed information on the CSR policy its salient features and CSR initiatives takenduring FY 2021-22 and composition of the Committee is given in the annexed as "Annexure-B"-CSRactivities".

29. PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of "The Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013" and Rules made thereunder yourCompany has constituted Internal Complaints Committee (ICC) at its workplaces. During theyear there were no cases/complaints filed under the POSH Act.

30. CORPORATE GOVERNANCE REPORT

As per Reg. 34 of SEBI (LODR) Regulation 2015 to be read with Part A of Schedule V ofthe said regulations a separate section on corporate governance practices followed by thecompany together with the certificate from the Practicing Company Secretary confirmingcompliance forms an integral part of this Report.

31. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a robust and comprehensive Internal Financial Control systemcommensurate with the size scale and complexity of its operation. The system encompassesthe major processes to ensure reliability of financial reporting compliance withpolicies procedures laws and regulations safeguarding of assets and economical andefficient use of resources.

The Company has performed an evaluation and made an assessment of the adequacy and theeffectiveness of the Company’s Internal Financial Control System. The StatutoryAuditors of the Company have also reviewed the Internal Financial Control systemimplemented by the Company on the financial reporting and in their opinion the Companyhas in all material respects adequate Internal Financial Control system over FinancialReporting and such Controls over Financial Reporting were operating effectively as on 31stMarch 2022 based on the internal control over financial reporting criteria established bythe Company.

The policies and procedures adopted by the Company ensures the orderly and efficientconduct of its business and adherence to the company’s policies prevention anddetection of frauds and errors accuracy & completeness of the records and the timelypreparation of reliable financial information.

The Internal auditors continuously monitor the efficacy of internal controls with theobjective of providing to the Audit Committee and the Board an independent objective andreasonable assurance on the adequacy and effectiveness of the organization’s riskmanagement with regard to the internal control framework. Audit committee meets regularlyto review reports submitted by the Internal Auditors. The Audit Committee also meet theCompany’s Statutory Auditors to ascertain their views on the financial statementsincluding the financial reporting system and compliance to accounting policies andprocedures followed by the Company.

32. PERSONNEL RELATIONS

Your Directors hereby place on record their appreciation for the services rendered byexecutives staff and other workers of the Company for their hard work dedication andcommitment. During the year under review relations between the Employees and theManagement continued to remain cordial.

33. PARTICULARS OF EMPLOYEESAND RELATED DISCLOSURES

The Particulars of remuneration of Employees during the year 2021-22 pursuant to theprovisions of Section 197 read with the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is disclosed as an "Annexure-D".

Disclosure as per Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is enclosed as "Annexure D1"

The remuneration paid to all Key Managerial Personnel was in accordance with theremuneration policy as adopted by the company.

Disclosure as per Rule 5(2) & 5(3) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014

The details of the top ten employees in terms of remuneration drawn and the name ofevery employee is given in "Annexure-B"

34. FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS

Pursuant to the provisions of Regulation 25(7) of SEBI (LODR) Regulations 2015 theBoard has framed a policy to familiarize the Independent Directors of the Company.

35. ANNUAL LISTING FEES/CHARGES

The equity shares of the Company are presently listed at BSE Limited and CSE Limited.All statutory dues including Annual Listing Fees for the Financial Year 2022-23 has beenpaid by the Company.

36. CODE OF CONDUCT AS PER SEBI (LODR) REGULATIONS 2015

The Board of Directors has laid down The Amended Code of Conduct for all Board Membersand Senior Management Personnel as per Regulation 17(5) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 of the Company. Additionally all IndependentDirectors of the company shall be bound by duties of Independent Directors as set out inCompanies Act 2013 to be read with SEBI Listing Regulations 2015.

All Board Members Key Managerial Personnel and Senior Management Personnel haveaffirmed compliance with the Code of Conduct.

37. CODE OF CONDUCT AS PER SEBI (PREVENTION OF INSIDER TRADING) REGULATIONS 2015

The Board of Directors has laid down the Code of Practices and Procedures for FairDisclosures of Unpublished Price Sensitive Information as per Regulation 8(1) of SEBI(Prevention of Insider Trading) Regulations 2015&Code of Conduct to Regulate Monitorand Report trading by the Designated Persons as per Regulation 9(1) of SEBI (Prevention ofInsider Trading) Regulations 2015 at their meeting held on 8th March 2021.

38. DISCLOSURE OF STATEMENT OF DEVIATION(S) OR VARIATION(S) UNDER REGULATION 32 OFSEBI(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015

With reference to Regulation 32 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the disclosure of Statement of Deviation(s) orVariation(s) as per the said regulation is not applicable to the Company as company hasnot raised any fund by way of public issue Right issue and or Preferential issue ofequity sharesduring the year under review.

39. DIRECTOR’S RESPONSIBILITY STATEMENT

In terms of Section 134(3) of the Companies Act 2013 the Directors would like tostate as follows:

(a) In the preparation of the Annual Accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments & estimates that are reasonable and prudent so as to give a true& fair view of the state of affairs of the company at the end of the financial yearand of the profit & loss of the Company for that period ;

(c) The Directors had taken proper & sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this act for safeguardingthe assets of the company and for preventing & detecting fraud & otherirregularities;

(d) The Directors had prepared the Annual Accounts on a going concern basis;

(e) The Directors had laid down Internal Financial Controls to be followed by theCompany and such controls are adequate and are operating effectively;

(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

40. GENERAL

The Board of Directors state that no disclosure or reporting is required in respect ofthe following matters as there were no transactions or applicability pertaining to thesematters during the year under review:

i) Details relating to deposits covered under Chapter V of the Act.

ii) Issue of equity shares with differential rights as to dividend voting orotherwise.

iii) Issue of shares (including sweat equity shares and Employees’ Stock OptionsSchemes) to employees of the Company under any scheme.

iv) Significant or material orders passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company’s operations in future.

v) Fraud reported by the Auditors to the Audit Committee or the Board of Directors ofthe Company.

vi) Scheme of provision of money for the purchase of its own shares by employees or bytrustees for the benefit of employees.

vii) Payment of remuneration or commission from any of its holding or subsidiarycompanies to the Managing Director of the Company.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for assistance andco-operation received from the various stake holders including Financial InstitutionsBanks Governmental authorities and other business associates who have extended theirvaluable support and encouragement during the year under review.

Your Directors take the opportunity to place on record their deep appreciation of thecommitted services rendered by the employees workers consultants and bankers at alllevels of the Company who have contributed significantly towards Company’sperformance and for enhancing its inherent strength. Your Directors also acknowledge withgratitude the encouragement and support extended by our valued stakeholders.

For and on behalf of the Board
Date: 22.08.2022 For Parmeshwari Silk Mills Limited
Place: Ludhiana Jatinder Pal Singh Harinder Kaur
Whole Time Director Whole Time Director
DIN:01661864 DIN: 08407151

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