parmeshwari silk mills ltd share price Directors report

To

The Shareholders of the Company,

Your Directors are pleased to present this 30^th Annual Report together with the Audited Annual Financial Statements for the year ended March 31, 2023.

1. FINANCIAL HIGHLIGHTS- AT A GLANCE

Overall Performance of your Company

The Financial Year 2022-23 had been fortunate enough for the Company as your Company has shown a prodigious performance during the year under review. The net Profits of your Company had gone up from Rs. 3,83,68,634.95 in the Financial Year 2021-2022 to Rs. 5,52,17,951.88 in the Financial Year 2022-23.

The financial summary, performance highlights operations/state of affair of your Company for the years are summarized below:

		Amount (In Rupees)
PARTICULARS	Standalone
	2022-23	2021-22
Income from Business Operations	1,72,55,05,625.89	1,45,16,63,867.71
Other Income	45,66,261.02	17,61,022.92
Total Income	1,73,00,71,886.91	1,45,34,24,890.63
Less: Expenditure except Depreciation	1,62,70,71,007.77	1,36,44,51,297.06
Profit/Loss before Depreciation and Tax	10,30,00,879.14	8,89,73,593.57
Less: Depreciation	3,05,15,735.51	3,14,30,519.13
Profit/Loss before exceptional items and Tax	7,24,85,143.63	5,75,43,074.44
Profit on sale of Fixed Assets	(18,592.40)	(4,48,696.52)
Prior period items	0.00	0.00
CSR Expenditure	1,09,330.00	5,86,000.00
Profit/Loss before Tax	7,23,94,406.03	5,74,05,770.96
Less: Tax Expense	1,76,80,392.00	96,79,987.00
Add: Deferred Tax Asset	-7,08,878.00	92,17,388.00
Add: MAT Credit Entitlement	0.00	0.00
Less: Prior Period Taxes	2,04,940.15	1,39,761.01
Net Profit/Loss after tax	5,52,17,951.88	3,83,68,634.95
Add: Other Comprehensive Income	0.00	0.00
Net Profit/Loss for the period	5,52,17,951.88	3,83,68,634.95
Earnings per share:
Basic	18.40	12.78
Diluted	18.40	12.78

RESULTS OF OPERATIONS & STATE OF COMPANYS AFFAIRS UNDER SECTION 134(3)(i) OF THE COMPANIES ACT, 2013

During the year under review, the revenue from operations stood at Rs. 1,73,00,71,886.91/- as compared to Rs. 1,45,34,24,890.63/- of last financial year on standalone basis. Profit Before Tax (PBT) for the period was Rs. 7,23,94,406.03/- as compared to Rs.5,74,05,770.96/- of last fiscal 2021-22. Profit After Tax (PAT) also increased to Rs.5,52,17,951.88/- as compared to Rs.3,83,68,634.95/- of last fiscal and Earning per share(EPS) increased to Rs. 18.40 as compared to Rs. 12.78 of last financial year.

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 the resources, the Board of Directors of the Company has not recommended any Dividend on Equity Shares for the year under review.

INDIAN ACCOUNTING STANDARDS

As per the requirements of notification dated 16^thFebruary, 2015, issued by the Ministry of Corporate Affairs (MCA), Financial Statements of the Company for the Financial Year 2022-23 have been prepared as per IND- AS.

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

The Board proposes no amount to transfer to the reserves and no amount is proposed to be retained in surplus.

SHARE CAPITAL

During the year under report, there was no change in the Authorized and Paid-up Share Capital of the Company. As at 31st March, 2023, the Authorized Share Capital of the Company was Rs. 3,50,00,000/- consisting of 35,00,000 Equity Share of Rs.10/- each. The Paid-up Share Capital of the Company as on 31^st March, 2023 was Rs. 3,00,11,000/ - consisting of 30,01,100 Equity Share of Rs. 10/- each and during the year under report, your Company has not issued any shares under any employee stock option schemes, sweat equity shares or any equity shares with differential rights, as to dividend, voting or otherwise. Further, the Company has not bought back its own securities, during the year under the report.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend as company has not declared any dividend in the past, so the provisions of Section 125 of the Companies Act, 2013 do not apply on the Company.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted/renewed any public deposits in terms of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount of principal or interest was outstanding as of the Balance Sheet date. There were no unclaimed deposits at the end of Financial Year i.e. 31st March, 2023.

SUBSIDIARY / ASSOCIATE/ JOINT VENTURES COMPANIES OF THE COMPANY

During the financial year ended 2022-23 the Company has no subsidiary companys within the meaning of Section 2(87) of the Companies Act, 2013 ("Act") and there are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companys subsidiary is mentioned in Form AOC-1 is not applicable.

REVISION OF FINANCIAL STATEMENT

There was no revision of the financial statements of the company, for the year under review.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented as attachment of this in a separate section of this Board Report.

CHANGE IN DIRECTORS /KEY MANAGERIAL PERSONNEL DURING THE YEAR

During the year under review, there were no changes in the Board of Directors or Key Managerial Personnel by way of Appointment, Re-designation, Resignation, Death, Dis-qualification, variation made or withdrawn etc. The composition of the Board of Directors of the Company is in compliance with the applicable norms.

*Mr. Khushvinder Bir Singh (DIN: 08863504) & Ms. Priya Begana (DIN: 07706647) were appointed as Additional (Non-Executive Independent) Directors w.e.f. 21.06.2023, after the closure of Financial Year 2022-23.

Opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year

No Independent Directors have been appointed on the Board of Directors during the financial year 2022-23. Retirement by Rotation

Pursuant to Section 149(13) of the Companies Act, 2013, the independent directors are not liable to retire by rotation. Further Section 152(6) of the Companies Act, 2013 stipulates that 2/3rd of the total number of directors of the public company should be liable to retire by rotation and out of such directors, 1 /3rd should retire by rotation at every Annual General Meeting of the company.

Mr. Jatinder Pal Singh (DIN: 01661864), Director will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment to the Board of Directors of the Company at the ensuing Annual General Meeting (AGM).

The details of Directors being recommended for appointment / re-appointment as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is contained in the accompanying Notice convening ensuing Annual General Meeting of the Company.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF COMPANIES ACT, 2013

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

ANNUAL RETURN UNDER SECTION 134(3)(a) OF THE COMPANIES ACT,2013

As required under Section 134(3)(a) of the Act, the Annual Return for the financial year ended on 31st March 2023 in Form MGT-7 pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 is put on the Companys website and can be accessed at https:// www.parmeshwarisilkmills.com/investor-desk/annual-return

NUMBER OF MEETINGS OF THE BOARD & COMMITTEES

During the financial year ended on March 31,2023, 10 (Ten) Board Meetings were held. The dates on which the Board meetings were held are 01.04.2022, 27.05.2022, 21.06.2022, 09.08.2022, 22.08.2022, 20.09.2022, 11.11.2022, 20.12.2022, 02.02.2023 and 03.02.2023.The maximum interval between any two meetings didnt exceed 120 days, as prescribed in the Companies Act, 2013.Further, details of the meetings of the Board and its Committees are given in the Corporate Governance Report, which forms part of the Annual Report.

Further, during the year, a separate meeting of the Independent Directors of the Company was held on March 07, 2023 to discuss and review the performance of all other non- independent Directors, Chairperson of the Company and the Board as a whole and for reviewing and assessing the matters as prescribed under Schedule IV of the Companies Act, 2013 and under Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

AUDIT COMMITTEE

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

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

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Company is constituted in line with the provisions of Section 178 of the Companies Act, 2013 to be read with Regulation 19 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Nomination and Remuneration Committee of the Company comprises of Ms. Arvinder Kaur (Chairperson), Mr. Jatinder Pal Singh and Mr. Puneet Singh Taneja as Members.

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

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Company is constituted in line with the provisions of section 178 of the Companies Act, 2013 to be read with Regulation 20 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Stakeholders Relationship Committee of the Company comprises of Ms. Arvinder Kaur (Chairperson), Mr. Jatinder Pal Singh and Mr. Puneet Singh Taneja as Members.

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

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The constitution of Corporate Social Responsibility Committee of the Company is constituted in line with the provisions of section 135 of the Companies Act, 2013 to be read with Rule 5 of The Companies (Corporate Social Responsibility Policy) Rules, 2014 The Corporate Social Responsibility Committee of the Company comprises of Mr. Jatinder Pal Singh (Chairperson), Ms. Arvinder Kaur and Mr. Puneet Singh Taneja as Members.

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

VIGIL MECHANISM

The Vigil Mechanism is part of Audit Committee of the Company, which is constituted in line with the provisions of Section 177 of the Companies Act, 2013 to be read with Regulation 18 & 22 of the SEBI (Listing Obligation& Disclosure Requirement) Regulation, 2015.

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 (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that a Formal Annual Evaluation is to be made by Board of its own performance and that of its Committee and individual Directors. Schedule IV of the Companies Act, 2013 states that performance evaluation of the Independent Director shall be done by Directors excluding the Director being evaluated. The Board carried out a formal annual performance evaluation as per the criteria/framework laid down by the Nomination & Remuneration Committee of the company and adopted by the Board. The evaluation was carried out through a structured evaluation process to judge the performance of individual Directors including the Chairperson of the Board. They were evaluated on parameters such as their education, knowledge, experience, expertise, skills, behavior, leadership qualities, level of engagement & contribution, independence of judgment, decision making ability for safeguarding the interest of the Company, stakeholders and its shareholders.

The performance evaluation of the Independent Directors was carried out by the entire Board except the participation of concerned Independent Director whose evaluation was to be done. The performance evaluation of the Chairperson and the Non Independent Directors was carried out by the Independent Directors. The Board was satisfied with the evaluation process and approved the evaluation results thereof.

STATUTORY AUDITOR & SECRETARIAL AUDITOR WITH THEIR QUALIFICATION, RESERVATION OR ADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS

A. STATUTORY AUDITOR:

M/s. Montek S & Associates, Chartered Accountants, (Firm Registration No. 020247N) were appointed as Statutory Auditors of the company at the Annual General Meeting (‘AGM) held on August 27, 2018, for a period of five years till the conclusion of the 30th AGM. Consequently, M/s. Montek S & Associates, Chartered Accountants, completed their first term of five consecutive years as the Statutory Auditors of the company at the conclusion of 30th AGM of the company.

Pursuant to section 139(2) of the Act, the company can re-appoint auditors firm for a second term of five consecutive years. M/s. Montek S & Associates, Chartered Accountants, (Firm Registration No. 020247N), have consented to the said re-appointment, and confirmed that their re-appointment, if made, would be within the limits specified under Section 141 (3)(g) of the Act. They have further confirmed that they are not disqualified to be reappointed as Statutory Auditors in terms of the provisions of the Act, and the provisions of the Companies (Audit and Auditors) Rules, 2014, as amended from time to time.

The Audit Committee and the Board of Directors has approved re-appointment of M/s. Montek S & Associates, Chartered Accountants, (Firm Registration No. 020247N), as Statutory Auditors of the Company for a second term of Five consecutive years from the conclusion of the 30th AGM till the conclusion of 35th AGM, subject to the approval of shareholders.

Qualification(s) and Directors comments on the report of Statutory Auditor:

The Notes on financial statement referred to in the Auditors Report are self-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 remark or disclaimer.

B. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 179 and 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Mr. Parminder Singh Bathla (Membership No. FCS - 4391 & CP No. - 2585) Proprietor of M/s P. S. Bathla & Associates, Practicing Company Secretaries as Secretarial Auditor of the Company to conduct the secretarial audit of the Company for the Financial Year 2022-23.

Secretarial Audit Report

The Secretarial Audit was conducted by Mr. Parminder Singh Bathla, Practicing Company Secretary, and the Secretarial Audit report thereon in Form MR-3 is annexed herewith as "Annexure-I" and forms part of this Report.

Qualification(s) and Directors comments on the report of Secretarial Auditor:

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

Annual Secretarial Compliance Report

Annual Secretarial Compliance Report for the year ended March 31, 2023, as per Regulation 24A of The SEBI (Listing Obligations And Disclosure Requirements) Regulations 2015 was obtained from M/s P. S. Bathla & Associates, Secretarial Auditors and submitted to the stock exchanges and is annexed herewith as "Annexure-II" and forms part of this Report.

C. INTERNAL AUDITOR

The Company had appointed Ms. Harinder Kaur as Internal Auditor of the Company at their Board Meeting held on 09^th August, 2022 to carry out the Internal Audit Functions.

The Company has well established internal control system and procedures and the same has been working effectively throughout the year.

D. COST AUDITOR

The Board of Directors, on the recommendation of Audit Committee of the Company in their meeting held on 1^st April, 2022 has re-appointed M/s. Pawan & Associates, Cost Accountants (FRN: 101729) as Cost Auditor of the Company to conduct audit of Cost Records maintained by the Company for the Financial Year 2022-23 in accordance with Section 148 and the Companies (Cost Records and Audit) Rules, 2014 after obtaining their consent and certificate under Section 139, 141 and 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 where they have confirmed their consent and eligibility to act as Cost Auditors of the Company.

Your Company has maintained cost records and accounts as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013

Cost Audit Report

There are no qualifications, reservations or adverse remarks made by Cost Auditors in their Report for FY

2021- 22. Further, the Cost Audit Report for the FY 2021-22 was duly filed within due date and for the FY

2022- 23 the Cost Audit Report to be filed within due date.

As required under the Act, a resolution seeking members approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification.

REPORTING OF FRAUDS

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

PARTICULAR OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to Financial Statements forming part of the Annual Report.

PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPAIES ACT, 2013

During the financial year 2022-23, the Company has not entered into any contracts/arrangements/ transactions with related parties which could be considered material in accordance with the Companys Policy on Materiality of Related Party Transactions. All the transactions made on arms length basis are being reported in Form No.AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as "Annexure-III" and forms part of this Annual Report.

The Policy on Related Party Transactions is uploaded on the website of the Company and can be accessed at http://www.parmeshwarisilkmills.com/wp-content/uploads/2018/01/Policy-on-Related-Party.pdf

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

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company to which this financial statement relate and on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

To the best of the Managements knowledge, there has been no material order passed by any regulator or Court or Tribunal impacting the Going Concern status of the Companys operations.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the Financial Year 2022-23, there was no application made and proceeding initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company.

As on the date of this report, there is no application or proceeding pending against your company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, there has been no one time settlement of loan taken from Bank & Financial Institution.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT-GO

The requisite information with regard to conservation of energy, technology absorption and foreign exchange earnings and outgo, in terms of the Section 134(3)(m) of the Companies 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 got machinery overhauling done for enhancing the Machinery output thereby impacting production capacity. Company has installed LED Lights for the conservation of Electricity. Company has installed Effluent treatment Plant (ETP) for treatment of waste water for using it again as recycled water.
2. the steps taken by the company for utilizing alternate sources of energy	The Company hasnt 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 hasnt made any investment equipment as such on energy conservation in current year, however the prospects of such investment are likely in the near future.
Technology absorption
1. the efforts made towards technology absorption	There was no Technology absorption duringthe current financial Year 2022-23
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	NA

 

Foreign Exchange Earnings and Outgo
Foreign Transactions During the Year	Amount (in Rs.)
OUTWARD
Plant & Machinery	1,67,83,716.35
Designing Exp. (Purchase)	12,75,218.82
Store & Spare for machinery repair	3,25,14,903.00
Purchase store printing	1,30,26,162.08
Advance against purchase of machinery & spare parts	33,55,780.40
Tour and travelling	12,58,760.00
Total	6,82,14,540.65
INWARD
Export Realisation	1,48,04,799.02

RISK MANAGEMENT

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

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has framed a Policy on Corporate Social Responsibility pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and can be accessed at can be accessed at https://www.parmeshwarisilkmills.com/

The Annual Report on Companys CSR activities of the Company as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as "Annexure-IV" and forms part of this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism Policy of the Company is constituted in line with the provisions of section 177 of the Companies Act, 2013 to be read with Regulation 22 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Company promotes ethical behavior in all its business activities. Towards this, the Company has adopted a Policy on Vigil Mechanism and whistle blower policy. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Compliance Officer or to the Chairperson of the Audit Committee. The Audit Committee also reviews complaints/issues (if any) raised through Vigil Mechanism or by any Whistle blower on a quarterly basis. The whistle blower policy is uploaded on the website of the Company and can be accessed at https://www.parmeshwarisilkmills.com/code-of-conduct

During the year under review, no protected disclosure concerning any reportable matter in accordance with the Vigil Mechanism and Whistle Blower Policy of the Company was received by the Company.

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 thereunder, your Company has constituted Internal Complaints Committee (ICC) at its workplaces. During the year, no complaints were filed with the Company.

Number of complaints received	Number of complaints disposed of	Number of complaints pending more than ninety days	Number of workshops or awareness programme against sexual harassment
Nil	Nil	Nil	Nil	Nil

CORPORATE GOVERNANCE REPORT

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

The Company has performed an evaluation and made an assessment of the adequacy and the effectiveness of the Companys Internal Financial Control System. The Statutory Auditors of the Company have also reviewed the Internal Financial Control system implemented by the Company on the financial reporting and in their opinion, the Company has, in all material respects, adequate Internal Financial Control system over Financial Reporting and such Controls over Financial Reporting were operating effectively as on 31^stMarch, 2023 based on the internal control over financial reporting criteria established by the Company.

The policies and procedures adopted by the Company ensures the orderly and efficient conduct of its business and adherence to the companys policies, prevention and detection of frauds and errors, accuracy & completeness of the records and the timely preparation of reliable financial information.

The Internal auditors continuously monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board, an independent, objective and reasonable assurance on the adequacy and effectiveness of the organizations risk management with regard to the internal control framework.

Audit committee meets regularly to review reports submitted by the Internal Auditors. The Audit Committee also meet the Companys Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system and compliance to accounting policies and procedures followed by the Company.

PERSONNEL RELATIONS

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

PARTICULARS OF EMPLOYEES

The Particulars of remuneration of Employees during the year 2022-23 pursuant to the provisions of Section 197, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is disclosed as an "Annexure-V" and forms part of this Report.

Disclosure as per Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Disclosure of Top Ten Employees in terms of remuneration drawn and the name of every employee is given in "Annexure-VI" and forms part of this Report.

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

REMUNERATION POLICY OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board on the recommendation of Nomination &Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management Personnel and fixation of their remuneration thereof. The Policy contains, inter-alia, directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director, etc. The same can be accessed at https://www.parmeshwarisilkmills.com/ wp-content/uploads/2022/12/Criteria-for-making-payment-to-Non-executive-Directors-1.pdf

FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS

Pursuant to the provisions of Regulation 25(7) of Listing Regulations, 2015, the Board has framed a policy to familiarize Independent Directors about the Company. The same can be accessed athttp:// www.parmeshwarisilkmills.com/wp-content/uploads/2018/01/Familiarisation-Programme-for-Independent- Directors.pdf

ANNUAL LISTING FEES/CHARGES

The shares of the Company are presently listed at BSE Limited and the Calcutta Stock Exchange Limited.

All statutory dues including Annual Listing Fees for the Financial Year 2023-24 has been paid by the Company.

CODE OF CONDUCT AS PER SEBI (LODR) REGULATIONS, 2015

The Board of Directors has framed a Code of Conduct for all Board Members and Senior Management Personnel as per Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. Additionally, all Independent Directors of the company shall be bound by duties of Independent Directors as set out in Companies Act, 2013 to be read with SEBI Listing Regulations, 2015.

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 Fair Disclosures of Unpublished Price Sensitive Information as per Regulation 8(1) of SEBI (Prevention of Insider Trading) Regulations, 2015&Code of Conduct to Regulate, Monitor and Report trading by the Designated Persons as per Regulation 9(1) of SEBI (Prevention of Insider Trading) Regulations, 2015.

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

DISCLOSURE OF STATEMENT OF DEVIATION(S) OR VARIATION(S) UNDER REGULATION 32 OF SEBI(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS), REGULATIONS, 2015

With reference to Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the disclosure of Statement of Deviation(s) or Variation(s) as per the said regulation is not applicable to the Company.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013, the Directors, would like to state as follows:

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

(b) the Directors had selected such accounting policies and applied them consistently and 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 year and of the profit & loss of the Company for that period ;

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

(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 the Company and such controls are adequate and are operating effectively;

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

DISCLOSURE OF CREDIT RATING

Disclosure of Credit Rating is not applicable on the company during the year 2022-23.

GENERAL

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

i) Issue of equity shares with differential rights as to dividend, voting or otherwise.

ii) Issue of shares (including sweat equity shares and Employees Stock Options Schemes) to employees of the Company under any scheme.

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

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

v) Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing Director of the Company.

ACKNOWLEDGEMENT

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

Your Directors take the opportunity to place on record their deep appreciation of the committed services rendered by the employees at all levels of the Company, who have contributed significantly towards Companys performance and for enhancing its inherent strength. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued stakeholders.

		For and on behalf of the Board
		For Parmeshwari Silk Mills Limited
Date: 21.08.2023
Place: Ludhiana	Jatinder Pal Singh	Harinder Kaur
	Chairperson & Whole time Director	Whole Time Director
	DIN:01661864	DIN: 08407151