To The Members
The Directors present the Thirtieth Annual Report of Pasari Spinning Mills Limited (theCompany) on the business and operations of the Company along with the audited financialstatements for the financial year ended 31st March 2021.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:
Amount in Rs.
|Particulars ||2020-21 ||2019-20 |
|Total Revenue ||6493476 ||6844842 |
|Profit before tax ||2654778 ||2697738 |
|Tax Expenses: || || |
|a) Current tax ||- ||- |
|b) Tax Related to earlier years ||- ||- |
|c) MAT Credit entitlement ||- ||- |
|d) Deferred tax Charge/(Credit) ||309332 ||(132389) |
| ||2345446 ||2830127 |
|Profit (Loss) for the year || || |
Global health pandemic from COVID-19
The World Health Organization declared a global pandemic of the Novel Coronavirusdisease (COVID-19) on February 11 2020. The lockdowns and restrictions imposed on variousactivities due to COVID 19 pandemic have posed challenges to the day to day workingOperations of Pasari Spinning Mills Limited. The Company has discontinued itsoperations from the financial year 2010-11 therefore there were no impact on themanufacturing facilities and sales but our other operational income were impacted duringthe lockdown period. In keeping with Company's employee-safety first approach the Companyquickly instituted measures to trace all employees and be assured of their well-being. Allour office staff have been able to connect and operate remotely.
2. PERFORMANCE OF THE COMPANY:
For the year ended 31st March 2021 the Company has earned a profit of Rs. 2345446(Rupees Twenty three lakh forty five thousand four hundred forty six only) as comparedwith the previous year's a profit of 2830127 (Rupees Twenty eight lakh thirty thousandone hundred twenty seven only)
3. THE WEB ADDRESS IF ANY WHERE ANNUAL RETURN HAS BEEN PLACED
The Company is having website i.e www.pasariexports.com and Annual Return of Companyhas been published on such website.
4. BIFR STATUS:
The Company has continued in its efforts to obtain the necessary reliefs/concessionsfrom Government of Karnataka on matters relating to Sales Tax.
During the year under review the Company did not declare any dividend to its membersas a purdent 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 betransferred to the Investor Education and Protection Fund by the Company.
During the year under review the Company has earned a profit of Rs. 2345446 (RupeesTwenty three lakh forty five thousand four hundred forty six only) and the same has beentransferred to the 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 hasdecided to lease out the Factory premises. The Company has not made any sales during thecurrent year. Future outlook detailed discussion is made under the head "ManagementDiscussion 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 theyear under review. The board of directors of the Company are planning to add a new objectclause in the existing Memorandum of Association which is relating to entering into thefood industry.
11. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT: No material changes and commitments affecting thefinancial position of the Company occurred between the end of the financial year to whichthis financial statements relate and the date of this report.
12. 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. TheHon'ble Bangalore District Court vide its order dated 31st January 2020 has dismissedthe case M/s Pasari Spinning Mills Limited Vs The Cotton Corporation of India. An appealfor the same is filed before the Hon'ble High Court of Karnataka.
13. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TOTHE FINANCIAL 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.
14. SUBSIDIARIES JOINT VENTURES AND
The Company does not have any Subsidiary Joint venture and Associate Companies.
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 ofManagerial Personnel) Rules 2014 there were no employees employed during the year whowere in receipt of remuneration which is not less than Rs.850000/- (Eight lakhs fiftythousand only) per month or Rs. 10200000/- (One crore two lakhs only) per annum.
M/s. Rao & Emmar Chartered Accountants Bangalore (Firm Registration No. 03084S)Chartered Accountants were appointed as Statutory Auditors of your Company at the AnnualGeneral Meeting held on 30th September 2019 for the five consecutive years. The Auditorshave confirmed that they are not disqualified from being appointed as Auditors of theCompany.
Statutory Auditors' comments on Company's accounts for year ended 31st March 2021 areself-explanatory in nature and do not require any explanation as per provisions of Section134(3)(f) of the Companies Act 2013. There were no qualifications reservation or adverseremark.
The Board has appointed Mr. Vinay B L Company Secretary in Practice Bangalore as theSecretarial Auditor to conduct the Secretarial Audit of the Company for the FinancialYear 2020-21 as required under Section 204 of the Companies Act
2013 and Rules made thereunder. The Secretarial Audit Report for the FY 2020-21 formspart 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 byvirtue of an amendment to Section 92(3) as well as Rule 12 of Companies (Management andAdministration) 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 atall levels of operations. Efforts are made in this direction on a continuous basis. Thecompany 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 closeof office hours.
The Company has started using LED lights which saves the energy considerably.
|Particulars ||Current year ||Previous Year |
|1. Earnings in Foreign Currency ||NIL ||NIL |
|2. Expenditure in Foreign Currency ||NIL ||NIL |
20. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company does not meet the prescribed thresholds as provided under Section 135 forconstituting CSR committee and hence the same is not applicable.
A) Changes in Directors and Key Managerial Personnel:
During the year under review there were no appointment and re-appointment of Nonexecutive directors.
Pursuant to Section 152 of the Companies Act 2013 Mr. Gauri Shankar Gupta (DIN:00003860) retires by rotation and being eligible offers himself for re-appointment inthe 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 theIndependent Directors under section 149(7) of the Companies Act 2013 that they meet thecriteria 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 Companytheir roles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company and related matters are put up on thewebsite of the Company at its link www.pasariexports.com
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.
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. Theintervening gap between any two meetings was within prescribed period as per the CompaniesAct 2013 and Securities and Exchange Board of India Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015. The details ofthe same areas under:
|Sl. No ||Date of Meeting ||No of director s on the Board ||No. of Directors Present |
|1. ||25th June 2020 ||5 ||5 |
|2. ||07th August 2020 ||5 ||5 |
|3. ||20th August 2020 ||5 ||5 |
|4. ||30th October 2020 ||5 ||5 |
|5. ||21st January 2021 ||5 ||5 |
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 consolidatedfinancial statement for the F. Y. 2020-21.
25. SEBI (LODR) COMPLIANCE
The Company has complied all the regulations of the SEBI (LODR) regulation 2015 whichare applicable to the company.
26. COMPLIANCE WITH SECRETARIAL STANDARD
The Directors have devised proper systems to ensure compliance with the provisions ofall applicable Secretarial Standards and that such systems are adequate and operatingeffectively.
27. LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fee for the year 2020-21 toBSE 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 businessof 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 isimplemented.
Research and Development:
Since the Company does not have any production activities the policy for the same 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 at workplaceand to provide a platform for redressal of Complaints and grievances against sexualharassment. During the Financial Year 2020-21 Company has not received any complaint onsexual harassment.
30. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013:
Loans Guarantees or Investments covered under Section 186 of the Companies Act 2013forms 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 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.
32. MANAGERIAL REMUNERATION:
Since the Company is not carrying on any profitable activities the Directors of theCompany have voluntarily waived off their remuneration. Hence no managerial remunerationis paid for the year under review.
33. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY:
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on continues basis. Detaildiscussion 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 yourdirectors confirm that:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company as at the end of the financial year andof the profit/loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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) That proper internal financial controls were in place and that the internalfinancial controls were adequate and were 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.
35. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:
The Board noted the reports given by Statutory Auditors and Secretarial Auditor andmade the following Explanations:
|Sl No ||Qualification/observation/Adverse remarks/Disclaimer ||Reply by the Board |
|1 ||There are disputed liabilities with regard to Sales Tax as on 31.03.2021 ||With respect to the disputed liabilities of sales tax the Board would like to inform the members that the Company is entitled to reliefs and concessions from Government of Karnataka as per BIFR order. The company is still following up both with BIFR and the State Government. |
|Name of the Statute ||Nature of the Dues ||Amount (Rs) ||For the year |
|Central Sales Tax Act ||CST ||445496 ||1999-00 |
| || ||580226 ||2000-01 |
| || ||883692 ||2001-02 |
|Karnataka Entry Tax Act ||KVAT ||46593 ||1999-00 |
| || ||98290 ||2000-01 |
| || ||435196 ||1999-00 |
| || ||4657137 ||2000-01 |
| || ||3210915 ||2001-02 |
|KVAT & CST ||Penalty ||5000 ||1999-00 |
| || ||250000 ||2000-01 |
| || ||1835296 ||2001-02 |
|CST And KVAT ||Interest ||311968 ||1999-00 |
| || ||3337878 ||2000-01 |
| || ||1918381 ||2001-02 |
|Total || ||18016068 || |
|2 ||There is a Discrepancy is Issued & Listed capital. The Company has not received the in Principle Approval in respect of 1800000 Shares issued on preferential basis on 6 December 2010. Company is still waiting for approval of the Bombay stock exchange. The delay is beyond the reasonable time. ||The Company has made an application for obtaining the in principle approval of the Bombay Stock Exchange in the year 2012 and the fees as prescribed by the Stock Exchange is also paid by the Company. Company is following up with the stock exchange for obtaining the approval of the Bombay Stock Exchange. |
|3 ||The Quarterly Results are not published in the news papers as required by Regulation 47 of Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations 2015 ||The quarterly results are directly sent to the Stock Exchange and the shareholders of the Company and other stakeholders can directly access the same in the website of Bombay Stock Exchange wherein the shares of the Company is listed. The quarterly financial results are also being uploaded in the website of the Company. |
|4 ||The Composition of the Board of Directors of the Company is not in accordance with Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) regulations 2015 as Mrs. Poonam Gupta (DIN 08447607) the Non Executive Chairperson is related to the promoter of the Company and the number of Independent Directors on the board is less than the limit prescribed by Regulation 17. ||The corrective action shall be taken in the current financial year. |
36. FRAUD REPORTING:
Pursuant to the provisions of section 143(12) of the Companies Act 2013 the StatutoryAuditors 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 FinancialStatements or Boards Report during the year under review.
SHARE CAPITAL: A. AUTHORISED CAPITAL
The Authorized Capital of the Company is Rs. 140000000/-(Rupees fourteen crore only)divided into 14000000 (Once crore forty lakh only) equity shares of Rs. 10/- each.
B. PAID UP CAPITAL:
The Paid up capital of the Company is Rs. 138000000/- (Rupees thirteen crore eightylakh only) divided into 13800000 (Once crore thirty eight lakh only) equity shares ofRs. 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 theyear under review.
BUY BACK OF SECURITIES:
The Company has not bought back any of its securities during the year under review.
The Company has not issued any Sweat Equity Shares during the year under review.
No Bonus Shares were issued during the year under review.
EMPLOYEES STOCK OPTION PLAN:
During the year under review the Company has not provided any Stock Option Scheme tothe employees.
ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:
No equity shares with differential rights were issued during the year under review.
The Directors place on record their appreciation for cooperation and continued supportextended by employees consultants customers shareholders investors partners vendorsbankers the Government and statutory authorities for the Company's growth. We thankassociates and consultants for their valuable contribution in our progress and lookforward to their continued support.
|Poonam Gupta ||Krishna Kumar Gupta |
|DIN: 08447607 ||DIN: 00003880 |
|Director ||Managing Director |
|Address: A-21 Silver ||Address: A-21 Silver |
|Palm TATA Sherwood ||palm Bldg 3 |
|Basavanagar Main ||Basavanagar Main |
|Vibhuthipura Extn ||Vibhuthipura Extn |
|Marathahalli Colony ||Marathalli |
|Bangalore- 560037 ||Bangalore- 560067 |
|Date:30thJune 2021 || |
|Place: Bangalore || |