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Pashupati Cotspin Ltd.

BSE: 535005 Sector: Industrials
NSE: PASHUPATI ISIN Code: INE124Y01010
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Pashupati Cotspin Ltd. (PASHUPATI) - Director Report

Company director report

Dear Members

Your Directors take pleasure in presenting the 05th Annual Report onbusiness and operations along with Audited Financial Statements and the Auditor's reportof your Company for the financial year ended 31st March 2022.

1. Financial Results

Financial Performance of the company for the year ended 31stMarch; 2022is summarized as below:

(Standalone) (Rs in Lakh except EPS)

Particulars for the year ended March 31 2022 March 31 2021
Net revenue from Operations (Sales) 66138.19 44098.11
Profit Before Depreciation Exceptional Item and Tax 2962.04 2278.45
Less: Depreciation 1354.69 1540.58
Profit Before Extra ordinary Items and Tax 1607.36 737.86
Extra Ordinary Items 0.00 0.00
Profit Before Tax 1607.36 737.86
Tax Expense
- Current Tax 641.06 343.87
Less: MAT Credit Receivable 0.00 0.00
- Deferred Tax (146.25) (136.45)
Profit After Tax 1112.55 530.44
EPS (Basic) (In Rs) 7.28 3.80
EPS (Diluted) (In Rs) 7.28 3.80

2. Overview Of Company's Financial Performance:

During the year under review your Company has achieved a total netsale of Rs 66138.19 lacs and achieved Net Profit after Tax (NP) of Rs 1112.55 lacs. Yourdirectors are optimistic about the performance of the Company in the coming years.

3. Share Capital

The authorised share capital of the Company as on date of balance sheetis Rs 155000000/- divided into 15500000 equity shares of Rs 10/- each.

The paid up share capital of the Company as on date of balance sheet isRs 152840000/- divided into 15284000 equity shares of Rs 10/- each.

a) Status of shares

As the members are aware the Company's shares are compulsorilytradable in electronic form. As on March 31 2022 100.00% of the Company's total paid upcapital representing 15284000 shares are in de-materialized form.

b) Other shares

Your company has not issued any equity shares with differential rightssweat equity shares employee stock options and did not purchase its own shares. Hencethere is no information to be provided as required under Rule 4(4) Rule 8(13) Rule 12(9)and Rule 16(4) of the Companies

(Share Capital and Debentures) Rules 2014 and Section 62 of theCompanies Act 2013 respectively.

4. Dividend

Your Directors are pleased to recommend a Final Dividend of Re.0.75(Rupee Seventy Five Paisa) (7.5%) per equity share of face value of Rs 10/- each for thefinancial year ended on 31st March 2022 which shall be paid subject to approval ofmembers at the ensuing 05th Annual General Meeting.

The Final Dividend subject to approval of Members at the AnnualGeneral Meeting on 29th September 2022 will be paid to the Members whose names appear inthe Register of Members as on the date of Book Closure/Record Date of the Company for thepurpose of 05th AGM and Payment of Final Dividend.

5. Dividend Distribution Policy:

In accordance with Regulation 43A of the SEBI (Listing Obligations andDisclosure Requirements) (Second Amendment) Regulations 2016 the Company is not requiredto prepare Dividend Distribution policy.

6. Transfer of Unclaimed Dividend to Investor Education and ProtectionFund

Since there was no unpaid/unclaimed dividend the provision of Section125 of the Companies Act 2013 do not apply.

7. Change in the nature of business if any-

There is no change in the nature of business carried out by the Companyin the Year 2021-2022.

8. Amounts Transferred To Reserves:

In accordance to the provisions of Section 134(3)(j) of the CompaniesAct 2013 (hereinafter "the Act") the Company has not proposed any amount totransfer to the General reserves of the Company for the financial year 2021-22.

9. Subsidiary Joint Ventures and Associate Companies

During the year under review your company has no subsidiaries jointventures or associate companies.

10. Public Deposit

The Company has not accepted or renewed any amount falling within thepurview of provisions of Section 73 of the Companies Act 2013 ("the Act") readwith the Companies (Acceptance of Deposit) Rules 2014 during the period under review.Hence the requirement for furnishing the details of deposits which are not in compliancewith Chapter V of the Act is not applicable.

11. Particulars of loan Guarantees or Investment made under Section186

The details of the loans guarantees and investments are provided inthe note no 12 the audited financial statements annexed with the Annual Report.

12. Extract of the Annual Return

Pursuant to the provisions of Section 134(3)(a) and Section 92 of theAct read with Rule 12 of the Companies (Management and Administration) Rules 2014 AnnualReturn of the Company as at 31st March 2022 is available on the website of the Company athttps://pashupaticotspin.com/annual-return/

13. Directors & Key Management Personnel I. Composition of Board& Board Meetings

The Board of Directors of the Company has an optimum combination ofExecutive Non Executive and Independent Directors. As on the date of this report theBoard comprises of 5(Five) Directors out of which 2 are Executive Directors 1 is NonExecutive Director and 2 are Independent Directors that includes one Woman IndependentDirector. The Chairman of the Board is an executive Director. The Board of Directors dulymet ten (10)

times on 21/06/2021 23/08/202107/10/202126/10/2021 13/11/202111/12/2021 12/01/2022 11/02/2022 23/03/2022 and 28/03/2022 during the year. TheComposition category and attendance of each Director at the Board and Annual GeneralMeeting and Number of other Directorship and Chairmanship/ Membership of Committee of eachDirector in various companies is as follows:-

Name of Director Designation Category No of Board Meetings held during the year No of Board Meetings attended during the year Attendance at the Last AGM
Mr.SaurinJagdish Bhai Parikh Chairman & Managing Director Promoter 10 10 Yes
Mr.TusharRameshchandra Trivedi Whole Time Director Promoter 10 10 Yes
Mr.DaksheshJayantilal Patel Non-Executive Director Promoter 10 10 Yes
Mr.SandipAshwinbhai Parikh Non-Executive Director Independent 10 09 Yes
Mrs.SheelaKirtankumar Roy Non-Executive Director Independent 10 10 Yes

II. Appointments:

During the financial year 2021-22 there no Director has been appointedby the Company. After the completion of the financial year Company had re-appointed Mr.Sandip Ashwinbhai Parikh (DIN: 00030990) and Mrs. Sheela Kirtankumar Roy (DIN: 07891440)as an Additional Directors under the category of Independent Director for secondconsecutive term of 5 years effective from closure of business hours of July 25 2022 toJuly 24 2027 (both days inclusive) subject to shareholders' approval and as proposed inthe ensuing annual general meeting to be held on 29th September 2022.

III. Cessations:

During the year under review no Director has been resigned from theCompany.

IV. Retirement by Rotation:

In accordance with the provisions of Section 152 of the Companies Act2013 read with the Companies (Appointment & Qualification of Directors) Rules andCompanies Articles of Association Mr. Dakshesh Jayantilal Patel (DIN: 07859419) NonExecutive Director of the Company retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment. Necessary resolution for hisreappointment is placed before the shareholder for approval.

V. Profile of Directors seeking appointment / reappointment:

As required under regulation 36(3) of SEBI (LODR) 2015 particulars ofthe Directors retiring and seeking reappointment at the ensuing Annual General Meeting isannexed to the notice convening 05th Annual General Meeting.

VI. Key Managerial Personnel:

As on the date of this report the following persons are the KeyManagerial Personnel(s) of the Company:

a) Mr. Saurin Jagdish Bhai Parikh Chairman & Managing Director

b) Mr. Tushar Rameshchandra Trivedi Whole Time Director

c) Mr. Hareshkumar Rameshchandra Shah Chief Financial Officer

d) Ms. Bijal Nareshbhai Thakkar Company Secretary& ComplianceOfficer (Upto 04th October 2021)

e) Mr. Nisarg Dineshkumar Shah Company Secretary & ComplianceOfficer (w.e.f. 04th October 2021)

VII. Declaration from Independent Director:

All the Independent Directors of the Company have given theirdeclarations stating that they meet the criteria of independence as prescribed under theSection 149(6) of the Companies Act 2013 read with the rules made there under and readwith Regulation 16(1)(b) of the Listing Regulations in the opinion of the Board theIndependent Directors meet the said criteria.

During the year under review the Independent Directors duly metpursuant to the provisions as specified in Schedule IV of the Companies Act 2013 and thequorum was present throughout the meeting.

14. Board Committees

Your Company has four Committees of the Board namely:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Stakeholders' Relationship Committee

IV. Corporate Social Responsibility Committee

Details of all the Committees along with their composition terms ofreference and meetings held during the year are provided in detail as below:

I. Audit Committee:

The Audit Committee is duly constituted vide Board Resolution dated26/07/2017 in accordance with SEBI (LODR) Regulations 2015 and Section 177 of theCompanies Act 2013 read with Rule 6 of the Companies (Meetings of the Board and itsPowers) Rules 2014 as amended from time to time. It adheres to the terms of referencewhich is prepared in compliance with Section 177 of the Companies Act 2013 and SEBI(LODR) Regulations 2015. The constituted Audit Committee comprises following members:

Name Category Position Number of meetings held Number of meetings attended
Mr. Sandip Ashwinbhai Parikh Independent Director Chairman 05 05
Mrs. Sheela Kirtankumar Roy Independent Director Member 05 05
Mr. Saurin Jagdish Bhai Parikh Managing Director Member 05 05

Two third of the members are Independent Directors and all the membersare financially literate. The composition role functions and powers of the AuditCommittee are in line with the requirements of applicable laws and regulations. The AuditCommittee shall oversee financial reporting process and disclosures review financialstatements internal audit reports related party transactions financial and riskmanagement policies auditors qualifications compliance with Accounting Standards etc.and oversee compliance with Stock Exchanges and legal requirements concerning financialstatements and fixation of audit fee as well as payment for other services etc.

Five Audit Committee meetings were held during the year 2021-22 on21/06/202123/08/202126/10/2021 13/11/2021 and 12/01/2022.

II. Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted vide BoardResolution dated 26/07/2017 in accordance with SEBI (LODR) Regulations 2015 and Section178 of the Companies Act 2013 read with Rule 6 of the Companies (Meetings of the Boardand its Powers) Rules 2014 as amended from time to time. The Company Secretary acts asthe Secretary to the Nomination and Remuneration Committee and the Committee Members are:

Name Category Position
Mrs. Sheela Kirtankumar Roy Independent Director Chairman
Mr. Sandip Ashwinbhai Parikh Independent Director Member
Mr. Dakshesh Jayantilal Patel Non Executive Director Member

The Board has in accordance with the provisions of sub-section (3) ofSection 178 of the Companies Act 2013 formulated the policy setting out the criteria fordetermining qualifications positive attributes independence of a Director and policyrelating to remuneration of Directors Key Managerial Personnel and other employees. Thesaid policy is available on the Website of the Company www.pashupaticotspin.com.

Five Nomination and Remuneration Committee Meeting was held during theyear 2021-22 on 21/06/2021 23/08/2021 07/10/2021 13/11/2021 and 12/01/2022.

III. Stakeholders Relationship Committee

The Stakeholders Relationship Committee is constituted vide BoardResolution dated 26/07/2017 in compliance with the requirements of Section 178 of theCompanies Act 2013. Company Secretary is the Compliance Officer who acts as theSecretary to the Committee and the Members of the Committee are:

Name Category Position No. of meetings held No. of meetings attended
Mrs. Sheela Kirtankumar Roy Independent Director Chairman 05 05
Mr. Tushar Rameshchandra Trivedi Whole Time Director Member 05 05
Mr. Dakshesh Jayantilal Patel Non Executive Director Member 05 05

The Stakeholders Relationship Committee looks into shareholders'complaints related to transfer of shares non-receipt of balance sheet besides complaintsfrom SEBI Stock Exchanges Court and various Investor Forums. It oversees the performanceof the Registrars and Transfer Agent and recommends measures for overall improvement inthe quality of investor services. The Company is in compliance with the SCORES which hasinitiated by SEBI for processing the investor complaints in a centralized web basedredress system and online redressal of all the shareholders complaints.

Five meetings were held during the year 2021-22 on21/06/202123/08/202126/10/2021 and 13/11/2021 and 12/01/2022.

IV. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee is constituted incompliance with the requirements of Section 135 of the Companies Act 2013 to undertakethe below mentioned tasks:

A. To recommend the policy on Corporate Social Responsibility (CSR) andImplementation of the CSR Projects or program to be undertaken by the company as per theCSR Policy for consideration and approval by the Board of Directors.

B. Recommend the amount of expenditure to be incurred on the corporatesocial responsibility activities; and

C. Monitor the implementation of the Company's corporate socialresponsibility policy.

During the financial year ended 31st March 2022 the Company has doneCSR expenditure of Rs 2200000/- (Rupees Twenty Lacs Only).The CSR initiative of theCompany is mainly under promotion of Healthcare and promotion of Education.

The Corporate Social Responsibility Committee comprises the following:

Name Category Position No. of meetings held No. of meetings attended
Mr. Saurin Jagdish Bhai Parikh Managing Director Chairman 4 4
Mrs. Sheela Kirtankumar Roy Independent Director Member 4 4
Mr. Tushar Rameshchandra Trivedi Whole Time Director Member 4 4

Four meetings were held during the year 2021-22 on 21/06/202123/08/202126/10/2021 and 13/11/2021.

The Company's CSR Policy statement and Annual Report on the CSRactivities undertaken during the financial year ended 31st March 2022 in accordance withsection 135 of the Companies Act 2013 and Companies (Corporate Social ResponsibilityPolicy) Rules 2014 (including any statutory modification(s) or re-enactment(s) thereoffor the time being in force) is set out in "Annexure - A" to this Report.

15. Compliance Officer

Ms. Bijal Nareshbhai Thakkar was Compliance Officer of the Company upto04th October 2021 and Mr. Nisarg Dineshkumar Shah who was appointed w.e.f. 04th October2021 is presently Compliance Officer of the Company who is also designated as CompanySecretary of the Company.

16. Statements on Formal Annual Evaluation of Board

Nomination and Remuneration Committee annually evaluates theperformance of individual Directors Committees and of the Board as a whole in accordancewith the formal system adopted by it. Further the Board also regularly in their meetingsheld for various purposes evaluates the performance of all the Directors committees andthe Board as a whole. The Board considers the recommendation made by Nomination andRemuneration Committee in regard to the evaluation of board members and also tries todischarge its duties more effectively. Each Board member's contribution theirparticipation was evaluated and the domain knowledge they bring. They also evaluated themanner in which the information flows between the Board and the Management and the mannerin which the board papers and other documents are prepared and furnished.

17. Details of significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and company's operations infuture

During the year under review there are no significant and materialorders passed by the regulators or courts or tribunals impacting the going concerns statusand Company's operations in future.

18. Material changes and commitments if any affecting the financialposition of the company which have occurred between the end of the financial year of thecompany to which the financial statements relate and the date of the report

There are no material changes and commitments affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany and the date of report.

19. Postal Ballot

During the year pursuant to Section 110 of the Companies Act 2013read with the Companies (Management and Administration) Rules 2014 (including anystatutory amendment(s) or re-enactment(s) made thereunder) your Company passed thefollowing resolution through postal ballot as per the details below:

Date of Postal ballot Notice: October 26 2021

Date of declaration of result: Saturday December 112021

Voting period: Thursday November 112021 to Friday December 10 2021

Date of approval: Friday December 10 2021

Description of Resolution Type of Resolution No. of votes polled No. of votes casted against No. of votes casted against
Approval of inter-corporate loans investments guarantee or security and acquisition under section 186 of the companies act 2013 Special Resolution 10568600 10568600 100% 0 0%
Authorizing board to grant loans and advances under section 185 of the companies act 2013 to entity in whom director/s is/are interested Special Resolution 2819000 2819000 100% 0 0%
To approve related party transactions to be entered by the company with related parties Ordinary Resolution 2819000 2819000 100% 0 0%
Authorizing board to grant loans and advances under section 185 of the companies act 2013 to entity in whom director/s is/are interested Special Resolution 2819000 2819000 100% 0 0%

Synopsys of Resolution Passed through Postal Ballot

Resolution No. 1

The Shareholders of the Company has passed the special resolution toapprove the limit up to maximum amount of Rs.300 Crore (Rupees Three Hundred Crore only)for inter-corporate loans investments guarantee or security and acquisition undersection 186 of the Companies Act 2013.

Resolution No. 2

The shareholders of the Company authorise board of Directors to makingof loan(s) including loan represented by way of Book Debt (the "Loan") toand/or giving of guarantee(s) and/or providing of security(ies) in connection with anyLoan taken/ to be taken by M/s. Pashupati Texspin Export LLP (Formerly known as M/s. ShreePashupati Fabric LLP) being entity covered under the category of 'a person in whom any ofthe director of the company is interested' as specified in the explanation to Subsection 2of the Section 185 of the Company Act 2013 of an aggregate outstanding amount notexceeding Rs. 100 Crores (Rupees One Hundred Crores only)at any point in time.

Resolution No. 3

Shareholders has approved the related party transactions to be enteredby the company with related parties as detailed in the Postal Ballot Notice dated October26 2021.

Resolution No. 4

The shareholders of the Company authorise board of Directors to formaking of loan(s) including loan represented by way of Book Debt (the "Loan")to and/or giving of guarantee(s) and/or providing of security (ies) in connection withany Loan taken/ to be taken by M/s. Pashupati Cotyarn LLP being entity covered under thecategory of 'a person in whom any of the director of the company is interested' asspecified in the explanation to Sub-section 2 of the said Section of an aggregateoutstanding amount not exceeding Rs.75 Crores (Rupees Seventy-Five Crores only) at anypoint in time

20. Auditors

1. Statutory Auditors:

M/s. Mahendra N. Shah & Co. Chartered Accountants the StatutoryAuditors of the Company were appointed at the

01st Annual General Meeting held on 17th September 2018 to hold officefor a period of 5 (Five) years i.e. from the conclusion of 01st (First) Annual GeneralMeeting (AGM) till the conclusion of 06th (Six) Annual General Meeting to be held in theyear 2023 at such remuneration as may be mutually agreed between the Board of Directors ofthe Company and the Statutory Auditors.

In accordance with the Companies Amendment Act 2017 enforced on 7thMay 2018 by the Ministry of Corporate Affairs the appointment of Statutory Auditors isnot required to be ratified at every Annual General Meeting. There are no qualificationsreservations or adverse remarks made by M/s. Mahendra N. Shah & Co. CharteredAccountants the Statutory Auditors of the Company in their report.

2. Cost Auditors:

Pursuant to provisions of Section 148 and all other applicableprovisions of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules2014 framed there under and the Cost Audit orders issued from time to time the Board ofDirectors has appointed M/s. Ashish Bhavsar& Associates Cost Accountants (FRN:000387) as a Cost Auditors to conduct the audit of cost records of the Company. TheCompany has received consent from M/s. Ashish Bhavsar& Associates Cost Accountantsto act as the Cost Auditor for conducting audit of the cost records for the Company alongwith a certificate confirming their independence and arm's length relationship.

The Ordinary Resolution seeking approval from members for remunerationpayable to the said Cost Auditor forms a part of the Notice of this Annual GeneralMeeting.

3. Secretarial Auditor:

Pursuant to Section 204(1) of the Companies Act 2013 and Rule 9 ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors of the Company has appointed M/s. Khandelwal Devesh & Associates PracticingCompany Secretaries Ahmedabad to conduct Secretarial Audit of the Company. Thesecretarial audit of the Company has been conducted on a concurrent basis in respect ofthe matters as set out in the said rules and Secretarial Audit Report given by M/s.Khandelwal Devesh & Associates Practicing Company Secretaries Secretarial Auditor ofthe Company forms part of this report and is marked as "Annexure-B".

There are no qualifications reservations or adverse remarks made byM/s. Khandelwal Devesh & Associates Practicing Company Secretaries SecretarialAuditor of the Company in their report.

The Board at its meeting held on 28th May 2022 has reappointed M/s.Khandelwal Devesh & Associates Company Secretaries as Secretarial Auditor forconducting Secretarial Audit of the Company for FY 2022-23 and FY 2023-24.

4. Reporting of frauds by Auditors:

During the year under review the Statutory Auditors Internal Auditorsand Secretarial Auditor have not reported any instances of fraud committed against yourCompany by its officers or employees to the Audit Committee or the Board under Section143(12) of the Act.

21. Personnel

The information required under Section 197 of the Companies Act 2013read with rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided in the Report and marked as "Annexure-C". Noemployee of the Company was in receipt of the remuneration exceeding the limits prescribedin the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.

22. Management's Discussion and Analysis Report

The Management's Discussion and Analysis Report for the year underreview as stipulated under Regulation 34(2)(e) of the Listing Regulations is given as"Annexure-D" to this report.

23. State of The Company's Affairs

The state of the Company affairs forms an integral part of ManagementDiscussion and Analysis Report is furnished in "Annexure-D" and is attached tothe report.

24. Conservation of energy technology absorption and foreign exchangeearnings and outgo

A. CONSERVATION OF ENERGY:

A statement containing the necessary information required under Section134(3)(m) of the Companies Act 2013 read with Companies (Accounts) Rules 2014 are givenas "Annexure-E" to this report.

B. TECHNOLOGY ABSORPTION:

i. the efforts made towards technology absorption : None

ii. the benefits derived like product improvement cost reductionproduct development or import substitution : None

iii. in case of imported technology (imported during the last threeyears reckoned from the beginning of the financial year)-

a) the details of technology imported : None

b) the year of import :N.A.

c) whether the technology been fully absorbed: N.A.

d) i f not fully absorbed areas where absorption has not taken placeand the reasons thereof :N.A.

e) the expenditure incurred on Research and Development : Nil

C. Foreign exchange Earnings & Outgo

• Foreign Exchange Earning: Rs 682992483/-

• Foreign Exchange Outgo: Rs 13866848/-

25. Particulars of contracts or arrangements with related parties:

All related party transactions which were entered into during thefinancial year were on an arm's length basis and in the ordinary course of business.

The details of related party transactions are annexed to this BoardReport in Form AOC-2 and Marked as "Annexure - F" to this report.

26. Statement regarding the development and implementation of RiskManagement Policy

The Company has not developed and implemented any risk managementpolicy as the risk threatening the business activity carried out by the Company during theyear are minimal.

27. Board Evaluation

The Board carried out an annual performance evaluation of its ownperformance the performance of the Independent Directors individually as well as theevaluation of the working of the Committees of the Board. The performance evaluation ofall the Directors was carried out by the Nomination and Remuneration Committee. Theperformance evaluation of the Chairman and the Non-Independent Directors was carried outby the Independent Directors.

28. Adequacy of Internal Financial Control

The Company has designed and implemented a process driven framework forInternal Financial Controls ('IFC') within the meaning of the explanation to Section134(5)(e) of the Act. For the year ended March 31 2022 the Board is of the opinion thatthe Company has sound IFC commensurate with the nature and size of its business operationsand operating effectively and no material weaknesses exist. The Company has a process inplace to continuously monitor the same and identify gaps if any and implement new and /or improved controls wherever the effect of such gaps would have a material effect on theCompany's operations.

During the year no reportable material weakness was observed.

29. Directors' Responsibility Statement

In terms of Section 134 (5) of the Companies Act 2013 the directorswould like to state that:

a) In the preparation of the annual accounts for the financial yearended March 31 2022 the applicable accounting standards have been followed along withproper explanation relating to material departures.

b) The directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that were reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period under review.

c) The directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities.

d) The directors have prepared the annual accounts on a going concernbasis.

e) The directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.

f) The directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

30. Listing

The Equity shares of the Company are listed on SME platform of NSE (NSEEMERGE) and the Company has paid the annual listing fees for the year 2021-22.

31. Prevention 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 there under yourCompany has constituted Internal Complaints Committee (ICC) which is responsible forredressal of complaints related to sexual harassment.

Your Directors declared and confirm that during the year under reviewthere is no case filed under Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

32. Vigil Mechanism

The Company believes in the conduct of its affairs in a fair andtransparent manner to foster professionalism honesty integrity and ethical behaviour inits employees & stakeholders. The Company has adopted a Whistle Blower Policy as apart of vigil mechanism.

Also the Code of Business Conduct (Code) lays down important corporateethical practices that shape the Company's value system and business functions andrepresents cherished values of the Company.

33. Human resources

Your company considers its Human Resources as the key to achieve itsobjectives. Keeping this in view your company takes utmost care to attract and retainquality employees. The employees are sufficiently empowered and such work environmentpropels them to achieve higher levels of performance. The unflinching commitment of theemployees is the driving force behind the company's vision. Your company appreciates thespirit of its dedicated employees.

34. Corporate Governance

Your Company has been complying with the principals of good CorporateGovernance over the years and is committed to the highest standards of compliance.Pursuant to regulation 15(2) of the SEBI (LODR) Regulations 2015 the compliance with thecorporate governance provisions as specified in regulations 17 to 27 and clauses (b) to(i) of Regulation 46 (2) and Para C D and E of schedule V shall not apply to the listedentity which has listed its specified securities on the SME Exchange.

Therefore the Corporate Governance Report is not applicable on theCompany and therefore not provided by the Board.

35. Declaration from Independent Directors and Independent DirectorsMeeting

All the Independent Directors of the Company have given theirdeclarations stating that they meet the criteria of independence as prescribed under theSection 149(6) of the Companies Act 2013 read with the rules made there under and readwith Regulation 16(1)(b) of the Listing Regulations in the opinion of the Board theIndependent Directors meet the said criteria.

The Independent Directors met on November 13 2021 to discuss theperformance evaluation of the Board Committees Chairman and the individual Directors.

The Independent Directors reviewed the performance of thenon-independent Directors and Board as a whole. The Performance of the Chairman takinginto account the views of Executive Directors and non-executive Directors and assessed thequality quantity and timeline of flow of inform action between Company management andBoard.

36. Secretarial Standards

The Company has complied with Secretarial Standards issued by theInstitute of Company Secretaries of India on Board Meetings and General Meetings.

37. The details application made or any proceeding spending under theInsolvency and Bankruptcy Code 2016:

During the financial year ended on March 31 2022 there is noapplication made or any proceeding pending under the Insolvency and Bankruptcy Code 2016(31 of 2016) against the Company.

38. The details of difference between amount of the valuation done atthe time of one time settlement and the valuation done while taking loan from the Banks orFinancial Institutions along with the reason thereof:

Not applicable during the year under review.

39. Acknowledgement

Your directors take this opportunity to express their sincereappreciation to the shareholders customers bankers suppliers and other businessassociates for the excellent support and cooperation extended by them.

Your directors gratefully acknowledge the ongoing co-operation andsupport provided by the Central and State Governments Stock Exchanges SEBI RBI andother Regulatory Bodies.

By Order of the Board of Directors For PASHUPATI COTSPIN LIMITED
Sd/-
Saurin Jagdish Bhai Parikh
Date: 23/08/2022 Chairman & Managing Director
Place: Ahmedabad (DIN: 02136530)

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