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Paushak Ltd.

BSE: 532742 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE111F01016
BSE 00:00 | 07 Jul 9440.60 -12.70
(-0.13%)
OPEN

9453.30

HIGH

9499.95

LOW

9390.00

NSE 05:30 | 01 Jan Paushak Ltd
OPEN 9453.30
PREVIOUS CLOSE 9453.30
VOLUME 330
52-Week high 12400.00
52-Week low 7800.00
P/E 77.36
Mkt Cap.(Rs cr) 2,908
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 9453.30
CLOSE 9453.30
VOLUME 330
52-Week high 12400.00
52-Week low 7800.00
P/E 77.36
Mkt Cap.(Rs cr) 2,908
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Paushak Ltd. (PAUSHAK) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting their 48th Annual Report togetherwith the Audited Statement of Accounts for the year ended on 31st March 2021.

1. Operations and State of Affairs of the Company:

Particulars Year ended on 31st March 2021 Year ended on 31st March 2020
Revenue from Operations 14099.97 13790.50
Other Income 613.47 459.95
Profit for the year before Interest Depreciation & Amortization and Tax 5659.74 4741.31
Less:
Interest (net) 4.91 7.67
Depreciation & Amortization expense 495.95 438.21
Profit before Exceptional Items and Tax 5158.88 4295.42
Add:
Exceptional Items - 241.89
Profit before Tax 5158.88 4537.32
Less:
Tax Expenses 1429.05 1046.11
Profit after Tax 3729.82 3491.21
Other Comprehensive Income 897.40 1662.18
Total Comprehensive Income 4627.22 5153.39

The Company has prepared the Standalone Financial Statements in accordance with theCompanies (Indian Accounting Standards) Rules 2015 prescribed under Section 133 of theCompanies Act 2013 (the ‘Act').

2. Transfer to Reserve:

The Company has transferred an amount of 1000 Lacs from the net profits of the Companyto General Reserve for the financial year ended 31st March 2021.

3. Dividend:

The Board of Directors at their meeting held on 10th May 2021 hasrecommended Dividend of 6/- (60%) per equity share having face value of 10/- each for thefinancial year 2020-21 as against 6/- (60%) per equity share having face value of 10/-each for the financial year ended 2019-20.

4. Management Discussion and Analysis Report:

The Management Discussion and Analysis Report as required under Regulation 34 read withSchedule V of the

Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (‘SEBI Listing Regulations 2015') forms part of this AnnualReport and is annexed herewith as Annexure A. Certain Statements in the said report may beforward-looking. Many factors may affect the actual results which could be different fromwhat the

Directors envisage in terms of the future performance and outlook.

5. Corporate Governance Report:

The Report on Corporate Governance as required under Regulation 34 read with Schedule Vof the SEBI Listing Regulations 2015 forms part of this Annual Report.

The requisite certificate from M/s. Samdani Shah & Kabra Practising CompanySecretaries confirming compliance with the conditions of Corporate Governance asstipulated under the aforesaid Schedule V is enclosed to the Report on CorporateGovernance.

6. Directors:

The Board of Directors at its meeting held on 29th January 2021 hadre-appointed Mr. Abhijit Joshi (DIN: 06568584) as Whole-Time Director & ChiefExecutive Officer of the Company for a period of three years effective from 1stMay 2021 subject to approval of the members at the ensuing Annual General Meeting.

Mr. Chirayu Amin (DIN: 00242549) Non-Executive Non-Independent Director of the Companywill attain the age of 75 years on 4th December 2021. In accordance with theprovisions of Regulation 17(1A) of the SEBI Listing Regulations 2015 the Board ofDirectors at its meeting held on 10th May 2021 based on the Recommendation ofthe Nomination and Remuneration Committee approved the continuation of directorship of Mr.Chirayu Amin as a Non-Executive Non-

Independent Director of the Company after attaining 75 years of age subject to member'sapproval by way of special resolution.

In accordance with the provisions of the Section 152 and other applicable provisionsif any of the Act and the Articles of Association of the Company Mr. Chirayu AminDirector of the Company will retire by rotation at the ensuing Annual

General Meeting and being eligible offers himself for re-appointment.

7. Key Managerial Personnel:

Mr. Abhijit Joshi Whole-time Director & CEO Ms. Kirti Shah CFO and Ms. ManishaSaraf Company Secretary are Key

Managerial Personnel of the Company.

8. Meetings of the Board:

Four (4) Board Meetings were held during the financial year ended 31stMarch 2021. The details of the Board Meetings with regard to their dates and attendanceof each of the Directors thereat have been provided in the Corporate Governance Report.

9. Independent Directors:

The Company has received declarations / confirmations from all the IndependentDirectors of the Company as required under Section 149(7) of the Act read with Rule 6 ofthe Companies (Appointment and Qualification of Directors) Rules

2014 and Regulation 25(8) of the SEBI Listing Regulations 2015.

10. Performance Evaluation:

Pursuant to the provisions of the Act and the SEBI Listing Regulations 2015 the Boardhas carried out the annual performance evaluation of the Directors individually as well asevaluation of the working of the Board and of the Committees of the Board by way ofindividual and collective feedback from Directors.

The following were the Evaluation Criteria:

(a) For Independent Directors:

- Knowledge and Skills

- Professional Conduct

- Duties Role and Functions

- Fulfillment of the Independence Criteria and their independence from the management

(b) For Non- Executive Directors:

- Knowledge and Skills

- Professional conduct

- Duties Role and Functions

(c) For Executive Directors:

- Performance as Team Leader/ Member

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Set Key Goals and Achievements

- Professional Conduct and Integrity

- Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.

11. Audit Committee:

The Audit Committee consists of Independent Directors with Mr. Amit Goradia asChairman Mr. Atul Patel and Mr. Vijay Gandhi as members. The Committee inter alia reviewsthe Internal Control System Scope of Internal Audit Reports of Internal Auditors KeyAudit Matters presented by the Statutory Auditors and compliance of various regulations.The

Committee also reviews the financial statements before they are placed before theBoard.

12. Vigil Mechanism:

In compliance with requirements of Section 177(9) & (10) of the Act and SEBIListing Regulations 2015 a Vigil Mechanism or Whistle Blower Policy for directorsemployees and other stakeholders to report genuine concerns has been established. The sameis uploaded on the website of the Company and the web-link as required under SEBI

Listing Regulations 2015 is as under:

https://www.paushak.com/pdf/Whistle-Blower-Policy.pdf

13. Internal Control Systems:

The Company's internal control procedure which includes internal financial controlsensure compliance with various policies practices and statutes and in keeping in viewwith the organization's pace of growth and increasing complexity of operations. Theinternal auditor's team carries out extensive audits throughout the year across allfunctional areas and submits its reports to the Audit Committee.

14. Corporate Social Responsibility:

Alembic Group has been proactively carrying out CSR activities since more than fiftyyears. Alembic Group has established nurtured and promoted various Non-ProfitOrganisations focusing on three major areas Education

Healthcare and Rural Development.

In compliance with requirements of Section 135 of the Act the Company has laid down aCSR Policy. The composition of the Committee contents of CSR Policy and report on CSRactivities carried out during the financial year ended 31st March 2021 in theformat prescribed under the Companies (Corporate Social Responsibility Policy) Rules 2014is annexed herewith as Annexure B.

15. Policy on Nomination and Remuneration:

In compliance with the requirements of Section 178 of the Act and Regulation 19 of theSEBI Listing Regulations 2015 the Company has laid down a Nomination and RemunerationPolicy which has been uploaded on the Company's website.

The web-link as required under the Act is as under:http://www.paushak.com/pdf/NR-Policy.pdf

The salient features of the NRC Policy are as under:

1) Setting out the objectives of the Policy.

2) Definitions for the purposes of the Policy.

3) Policy for appointment and removal of Director KMP and Senior Management

4) Policy relating to the Remuneration for the Managerial Personnel KMP SeniorManagement Personnel & other employees.

5) Remuneration to Non- Executive / Independent Director.

16. Related Party Transactions:

Related party transactions that were entered into during the financial year were onarm's length basis and were in ordinary course of business. There are no materiallysignificant related party transactions made by the Company which may have potentialconflict with the interest of the Company.

There are no material related party transactions which are not in ordinary course ofbusiness or which are not on arm's length basis and hence there is no information to beprovided as required under Section 134(3)(h) of the Act read with Rule 8(2) of theCompanies (Accounts) Rules 2014.

The Board has approved a policy for related party transactions which has been uploadedon the Company's website.

The web-link as required under SEBI Listing Regulations 2015 is as under:http://www.paushak.com/pdf/RPT-Policy.pdf

17. Loans Guarantees or Investments:

During the year under review the Company has neither granted any Loans nor given anyGuarantees falling within the purview of Section 186 of the Act read with the Companies(Meetings of Board and its Powers) Rules 2014. The details of Investments made under thesaid Section are provided in Notes to Financial Statements at Note No. 3 & 6 of Notesto Financial Statements of the Company.

18. Listing of Shares:

The equity shares of the Company are listed on BSE Limited (‘BSE') with securityID / symbol of PAUSHAKLTD. The

Company confirms that the annual listing fees to BSE for the financial year 2021-22 hasbeen paid.

19. Auditors:

(a) Statutory Auditors:

In compliance with the provisions of the Companies (Audit and Auditors) Rules 2014M/s. Maloo Bhatt & Co. Chartered Accountants having Firm Registration No. 129572W hasbeen appointed as Statutory Auditors of the Company by the members at their 47thAnnual General Meeting ("AGM") held on 4th August 2020 to holdoffice for their second term of 5 (five) years i.e. till the conclusion of AGM for thefinancial year 2024-25.

The Auditor's Report for financial year 2020-21 does not contain any qualificationreservation or adverse remark. The Auditor's Report is enclosed with the financialstatements in this Annual Report.

(b) Secretarial Auditors:

The Board of Directors of the Company appointed M/s. Samdani Shah & KabraPractising Company Secretaries to conduct Secretarial Audit of the Company for thefinancial year 2021-22.

The Secretarial Audit Report of M/s. Samdani Shah & Kabra Practising CompanySecretaries for the financial year 2020-21 is annexed herewith as Annexure C. TheSecretarial Auditor's Report does not contain any qualification reservation oradverse remark.

During the year under review the Company has complied with all the applicableprovisions of the Secretarial Standards.

(c) Cost Auditors:

M/s. Santosh Jejurkar & Associates Cost Accountant has been appointed as CostAuditor of the Company for conducting audit of the cost records maintained by the Companyrelating to organic and inorganic chemicals for the financial year 2021-22.

The Company has made and maintained the cost records as specified by the CentralGovernment under Section 148(1) of the Act.

(d) Internal Auditors:

The Board of Directors has appointed M/s. Sharp & Tannan Associates CharteredAccountants as Internal Auditors of the Company for the financial year 2021-22.

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 a continuing basis. These arediscussed at the meetings of the Audit Committee and the Board of Directors of theCompany.

20. Particulars of employees and related disclosures:

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule

5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed herewith as Annexure D.

A statement showing the names and other particulars of the employees falling within thepreview of Rules 5(2) and 5(3) of the aforesaid rules are provided in the Annual Report.The Annual Report is being sent to the members of the Company excluding the aforesaidinformation. The said information is available for inspection at the Registered Office ofthe Company during working hours and the same will be furnished on request in writing tothe members.

21. Business Responsibility Report:

The Business Responsibility Report as required under Regulation 34 of the SEBI ListingRegulations 2015 forms part of this Annual Report.

22. Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo:

The information required under Section 134(3)(m) of the Act read with Rule 8(3) of theCompanies (Accounts) Rules 2014 is annexed herewith as Annexure E.

23. Annual Return:

A copy of the Annual Return as required under Section 92(3) and Section 134(3)(a) ofthe Act has been placed on the

Company's website. The web-link as required under the Act is as under:https://www.paushak.com/notice.aspx

24. Material Changes:

There have been no material changes and commitments affecting the financial position ofthe Company since the close of financial year i.e. since 31st March 2021. Further it ishereby confirmed that there has been no change in the nature of business of the Company.

25. Other Disclosures:

a) The Auditors of the Company have not reported any instances of fraud committedagainst the Company by its officers or employees as specified under Section 143(12) of theAct.

b) The Company does not have any scheme of provision of money for the purchase of itsown shares by employees or by trustees for the benefit of employees.

c) The Company has complied with the provisions relating to the constitution ofInternal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act to redress complaints received regardingsexual harassment.

d) The Company has not invited/accepted any deposits from public.

e) There are no significant and material orders passed the Regulators or Courts orTribunal impacting the going concern status of the Company and its operations in future.

26. Directors' Responsibility Statement:

Pursuant to Section 134(5) of the Act the Board of Directors to the best of itsknowledge and ability confirm that: a) in preparation of the annual accounts theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any;

b) they have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period;

c) they have taken proper and sufficient care for maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

On behalf of the Board of Directors

Chirayu Amin

Chairman

(DIN: 00242549)

Registered Office: Alembic Road Vadodara 390 003

CIN: L51909GJ1972PLC044638

Tel: +91 265 2280550

Website: www.paushak.com

Email ID: investors@paushak.com

Date: 10th May 2021

Place: Vadodara

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