parvati sweetners and power ltd Directors report

To the Members,

Parvati Sweetners and Power Limited

Bhopal (MP)

The Directors are pleased to present you the 12th Annual Report on the business and operations of the Company together with

the Audited Financial Statements for the financial year ended March 31, 2023.

FINANCIAL RESULTS AND OPERATIONS

The summary of financial performance for the Financial Year ended March 31, 2023 and the corresponding figures for the

Financial Year ended March 31, 2022 are as under:

(Figures in INR)

	For the financial year ended
Particulars	March 31, 2023	March 31, 2022
Revenue from Operations	89,18,99,639.00	71,37,82,408.00
Other Income	40,564.00	23,39,146.00
Total Revenue	89,19,40,203.00	71,61,21,554.00
Cost of materials Consumed	74,21,57,352.00	70,46,11,037.00
Changes in inventories of finished goods, WIP, stock- in trade	-44,60,518.00	-13,12,31,875.00
Employee Benefit Expenses	1,31,43,337.00	1,35,08,606.00
Financial charges	3,65,49,466.00	3,53,13,000.00
Depreciation	4,50,15,765.00	4,60,25,367.00
Other Expenses	4,62,08,157.00	3,92,97,501.00
Total Expenses	87,86,13,559.00	70,75,23,636.00
Profit or Loss Before exceptional and extraordinary items and tax	1,33,26,644.00	85,97,918.00
Exceptional Items	-	-
Profit or Loss Before tax	1,33,26,644.00	85,97,918.00
Tax Expenses:
a) Current Tax	0.00	0.00
b) Earlier Tax Adjustments	--	--
c) Deferred Tax	-1,79,393.00	-39,10,657.00
Total Tax Expense	-1,79,393.00	-39,10,657.00
Net Profit or Loss After Tax	1,35,06,037.00	1,25,08,575.00
Earnings Per Share (Basic)	0.09	0.14
Earnings Per Share (Diluted)	0.09	0.14

(Previous year figures have been regrouped wherever necessary to confirm to the current years presentation)

PERFORMANCE REVIEW & THE STATE OF COMPANYS AFFAIRS

During the year under review, the Revenue from operations amounted to Rs. 89,18,99,639.00 /- as against Rs. 71,37,82,408.00 /- in the previous year. The Profit Before Tax increased to Rs. 1,33,26,644.00/-as against Rs. 85,97,918.00 /- reported in previous year. The Net Profit for the year under review amounted to Rs. 1,35,06,037.00 /-as against Rs. 1,25,08,575.00 /- in the previous year. During the year under review, the Earning per Share of the company is Rs 0.09/-(Basic) and Rs 0.09/-(Diluted).

CREDIT RATING

During the year under review your Company has been rated by various agencies but board did not accept the rating.

SHARE CAPITAL

(a) Changes in Capital structure of the Company

Authorised Share Capital

As on 31st March, 2023	As on 31st March, 2022
75,00,00,000/- Rs. (15,00,00,000	75,00,00,000/- Rs. (15,00,00,000
Equity Shares of Rs. 5/- Each)	Equity Shares of Rs. 5/- Each)

Issued/Subscribed/Paid up Share Capital

As on 31st March, 2023	As on 31st March, 2022
74,57,19,085/- Rs. (14,91,43,817	45,08,99,910/- Rs. (9,01,79,982
Equity Shares of Rs. 5/-Each)	Equity Shares of Rs. 5/-Each)

*The Paid up share capital of the company increased by way of allotment of 5,89,63,835 equity shares of Rs 5/-

each aggregating to Rs 29,48,19175 by Right issue.

*At present the paid up capital of the Company is INRs. 74,57,19,085.

Further, during the financial year the Company has not issued and allotted any sweat equity shares or bonus shares

or any equity shares with differential voting rights.

(b) Status of Shares

As the members are aware, the Companys shares are compulsorily tradable in electronic form. Out of the total paid up capital representing 14,91,43,817 equity shares, the following equity shares of the Company are in dematerialised and physical form as on March 31, 2023:

Sr. No	Capital Details	No. of Shares	% of Total issued Capital
1.	Held in dematerialised form in CDSL	142724362	95.70
2.	Held in dematerialised form in NSDL	6248639	4.19
3.	Physical	170816	00.11
	Total	14,91,43,817	100.00

Note: Pursuant to the amendment in Regulation 40 of SEBI (LODR) Regulations, 2015, dated June 8, 2018 & SEBI date extension circular dated Dec 03, 2018, has mandated that transfer of securities would be carried out in dematerialised form only effective April 01, 2020. So it is requested to all the Members holding the shares in physical form to dematerialise the same for giving effect to any transfer of companys securities.

c Listing

The Equity Shares of your Company is listed on Bombay Stock Exchange (BSE) Limited. The Company confirms that it has paid the Annual Listing Fees to BSE where the Companys Shares are listed.

EXTRACT OF THE ANNUAL RETURN [SECTION 134 (3) (a) & SECTION 92(3)]:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2023 is available on the Companys website on https://www.parvatisweetners.co.in

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS [SECTION 134 (3) (b)]:

During the year under review, Nine meetings of the Board of Directors of the Company were held on 30th May, 2022, 08th August, 2022, 13th August, 2022, 13th October, 2022, 07th November, 2022, 17th December, 2022, 02nd February,2023, 07th February, 2023 and 15th March, 2023. The attendances of Directors of the above meetings are given in the Corporate Governance Report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days. The details of the meeting of the committees are also given in the Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT [SECTION 134 (3) (c) & 134(5)]:

Pursuant to Section 134(5) of the Companies Act, 2013 (the "Act"), Directors of your Company hereby state and confirm that: (a) in the preparation of the annual accounts for the period ended March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period; (c) the directors have taken proper and 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 and detecting fraud and other irregularities; (d) the directors have prepared the annual accounts on a going concern basis; (e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and (f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DETAILS OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OTHER THAN THOSE WHICH ARE REPORTABLE TO

THE CENTRAL GOVERNMENT[SECTION 134 (3) (ca)]:

During the year under review, Statutory Auditor and Secretarial Auditor have not reported any incident of fraud under sub section 12 of section 143 of the Act.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS [SECTION 134 (3)(d)]:

The Company has received and taken on record the declarations received from the Independent Directors of the Company confirming their Independence in accordance with the Section 149(6) of the Companies Act, 2013 and sub regulation (8) and (9) of regulation 25 of SEBI (LODR) Regulations, 2015. In opinion of the Board, they fulfill the conditions specified in the Act and the Rules made there under for the appointment as Independent Directors and are independent of the management.

FAMILIARISATION PROGRAMME

In compliance with the requirements of the SEBI (LODR) Regulations, 2015, the Company has put in place a familiarisation programme for the Independent Directors to familiarise them with their roles, rights and responsibilities as Independent Directors, the working of the Company, nature of the industry in which the Company operates, business model and so on. Further, at the time of the appointment ofan independent director, the Company issues a formal letterof appointment outlining his / her role, function, duties andresponsibilities. The format of the letter of appointment is available on our website, www.parvatisweetners.co.in

COMMITTEES OF THE BOARD

The Board of Directors has constituted various mandatory and non-mandatory Committees to deal with specific areas and activities which concern the Company and requires a closer review. The Committees are formed with approval of the Board and function under their respective Charters. These Committees play an important role in the overall management of day-today affairs and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The Minutes of the Committee Meetings are placed before the Board for noting. The Board currently has the following Committees:

(a) Audit Committee:

The Audit Committee was constituted by our Board in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015. The composition, quorum, terms of reference, functions, powers, roles and scope are in accordance with Section 177 of the Companies Act, 2013 and the provisions of Regulation 18 of the SEBI (LODR) Regulations, 2015. All the members of the committee are financially literate. The details regarding composition, terms of references, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report.

(b) Stakeholders Relationship Committee

Stakeholders Relationship Committee has been constituted by the Board in accordance with Section 178 (5) of the Companies Act, 2013.

The details regarding composition, terms of references, powers, functions, scope, meetings, attendance of members and the status of complaints received during the year are included in Corporate Governance Report which forms part of the Annual Report.

(c) Nomination and Remuneration Committee

The Nomination and Remuneration Committee has been constituted by the Board in accordance with section 178 of Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015.

The details regarding composition, terms of references, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report.

(d) Executive Committee

During the Financial Year 2019-2020 the Board constituted the Executive Committee of Directors under the provisions of Section 179(3) of the Companies Act, 2013 and rules made there under in order to have the timely and expeditious execution of routine financial matters.

The details regarding composition, terms of references, powers, responsibilities, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE [SECTION 134 (3) (f)]:

By the Statutory Auditor in their Report: has no qualification or adverse remarks.

By Company Secretary in Practice in Secretarial Audit Report: has given qualifications or adverse remarks.

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors till February 15, 2023. After the cessation of Mr. Rohit Bhatnagar (DIN: 08232760) as an Independent Director of the Company w.e.f. February 15, 2023, the minimum number of Independent Directors was reduced as required to constitute the proper balance in the Board of Directors and thus the Company has failed to comply with the conditions of Corporate Governance as stipulated under Regulations 17, 18, 19 & 20 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015after the period starting from February 15, 2023 in the Financial Year ended on March 31, 2023.Further, the processes relating to changes in the composition of the Board of Directors that took place during the year were carried out in compliance with the provisions of the Act.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 [SECTION 134 (3) (g)]:

Loans, guarantees and investments covered under Section186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.

SUBSIDIARIES AND ASSOCIATES [RULE 8(5)(iv) OF COMPANIES (ACCOUNTS) RULES, 2014]

During the period under review, Company does not have subsidiaries/joint ventures/Associate Companies.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES [SECTION 134 (3) (h)]:

The Audit Committee and the Board of Directors have approved the Related Party Transactions Policy, specifyingthe individual threshold limits for each transaction andthe same has been uploaded on the Companys website and can be accessed www.parvatisweetners.co.in

The Company has a process in place to periodically review and monitor Related Party Transactions.

All the Related Party Transactions were in the ordinary course of business and at arms length. The Audit Committee has approved the related party transactions for the FY 2022-23 and estimated related party transactions for FY 2022-23.

The routine related party transactions were placed before the Audit Committee for their omnibus approval. A statement of all related party transactions entered was presented before the Audit Committee on a quarterly basis, specifying the nature, value and any other related terms and conditions of the transactions.

The particulars of contract or arrangements entered into by the Company, during the financial year 2022-23, with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto has been disclosed in Form No. AOC -2, ***There are no transaction that are required to be reported in form AOC-2.

RESERVES [SECTION 134 (3) (j)]:

During the Year under review, the Board of Directors has not recommended transfer of any amount of profit to any reserves. Hence, the amount of profit for the financial year under review has been carried forward to the Statement of Profit and Loss. Retain as retain earning.

DIVIDEND [SECTION 134 (3) (k)]:

Keeping in view the financial outlook & plough back the profits, your directors has decided not to recommend payment of dividend for the year under review.

MATERIAL CHANGES AND COMMITMENTS, IF ANY [SECTION 134 (3) (l)]:

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

CONSERVATION OF ENERGY, TECHNICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO [SECTION 134 (3) (m)]:

Information as per the Companies Act, 2013 and the rules framed thereunder relating to conservation of energy, technology absorption, foreign exchange earnings and outgo forms are as follows:

The particulars as required to furnish for the year 2022-23 are under:

S.No.	Particulars	Comments
(A)	Conservation of energy
(i)	the steps taken or impact on conservation of energy;	In view of Business Activities, adequate measures are taken to conserve and reduce the energy consumption like usage of LED Lights and power saving centralized air conditioners.
(ii)	the steps taken by the company for utilizing alternate sources of energy;	The Company is primarily using the renewable source of energy by using solar based boilers in the production at factory.
(iii)	the capital investment on energy conservation equipments	Nil
(B)	Technology absorption
(i)	the efforts made towards technology absorption	No applicable as the traditional technology being used.
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution;	Nil
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	Nil
	(a) the details of technology imported	Nil
	(b) the year of import	N.A.
	(c) whether the technology been fully absorbed	N.A.
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	N.A.
(iv)	the expenditure incurred on Research and Development	Nil

 

(C) Foreign exchange earnings and Outgo	Inflow	Out Flow
		(In Lakhs)
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows	NIL	NIL

ANNUAL EVALUATION ON PERFORMANCE [SECTION 134(3) (p)]:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individualdirectors pursuant to the provisions of the Act andListing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors based on criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members based on criteria such as the composition of committees, effectiveness of Committee meetings, etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board asa whole and the

Chairperson of the Company was evaluated, taking into account the views of the Executive Director and NEDs.

The Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5th January 2017.

In a subsequent Board meeting, the performance of the Board, its Committees, and individualDirectors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

EMPLOYEE STOCK OPTIONS SCHEME [RULE 12(9) OF COMPANIES (SHARE CAPITAL AND DEBENTURES) RULES, 2014]:

As per rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued equity shares under the scheme of employee stock option.

CHANGE IN THE NATURE OF BUSINESS [RULE 8(5)(ii) OF COMPANIES (ACCOUNTS) RULES, 2014]

There is no change in the nature of the business of the Company during the financial year under review.

CHANGE IN THE DIRECTORS OR KEY MANAGERIAL PERSONNEL [RULE 8(5)(iii) OF COMPANIES (ACCOUNTS) RULES, 2014]

DIRECTORS

During the year under review, the composition of the Board is in conformity with Regulation 17 of the SEBI (LODR) Regulations, 2015 and Section 149 of the Companies Act, 2013 till Shri Rohit Bhatnagar (DIN-08232760) Independent Director of the Company, resigned from the board.

*The board of directors of the company filled the vacancy by appointing Shri Rakesh Singh Dhakare (DIN- 02126320) as an independent director of the company with effect from 30.05.2023.

As on March 31,2023 the Company has (Five) Directors. Out of the 5 (Five) Directors, 2 (Two) are Executive Directors, 2(Two) Non-Executive- Independent Directors and 1 (One) Non- Executive Non Independent Director.

Appointments

There is no change in the Directors of the Company during the financial year under review.

Resignation

There is no change in the Directors of the Company during the financial year under review.

(i) Shri Ashish Jaiswal (DIN-07972271), Non-Executive - Non Independent Director of the Company, resigned from the board w.e.f. 07.11.2022.

(ii) Shri Vinod Kumar Mudgal (DIN-08698885), Independent Director of the Company, resigned from the board w.e.f. 07.11.2022.

(iii) Shri Rohit Bhatnagar (DIN-08232760) Independent Director of the Company, resigned from the board w.e.f. 15.02.2022.

Retire by rotation

Mrs. Pooja Shree Chouksey (DIN-07575058) retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

Additional information on reappointment Mrs. Pooja Shree Chouksey (DIN-07575058) as director and as required under regulation 36 of the SEBI (LODR) Regulations 2015 is given in the Notice convening the forthcoming AGM.

Key Managerial Persons (KMP)

There are changes in the KMPs of the Company during the financial year under review.

(i) CS Parag Mittal resigned from the post of Company Secretary and Compliance officer w.e.f. 12th October, 2022.

(ii) CS Mohita Ramsariya appointed as the Company Secretary and Compliance officer w.e.f. 13th October, 2022.

The following are the Key Managerial Personnel (KMPs) of the Company as on the date of the report:

i) Mrs. Poonam Chouksey (DIN-02110270), Chairman and Managing director

ii) Mr. Vishal Shivhare, Chief Financial Officer;

iii) Ms. Anuja Nema, Company Secretary & Compliance Officer.

POLICY ON BOARD DIVERSITY AND DIRECTOR ATTRIBUTES AND REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations, the NRC is responsible for determining qualification, positive attributes and independence of a Director. The NRC is also responsible for recommending to the Board, a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees. In line with this requirement, the Board has adopted the Policy on Board Diversity and Director Attributes and Remuneration Policy for Directors, Key Managerial Personnel and other employees of the Company, The said policy is available on the Companys Website at -http:// www.parvatisweetners.co.in.

DEPOSITS [RULE 8(5) (v) OF COMPANIES (ACCOUNTS) RULES, 2014]

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. There are no unpaid or unclaimed deposits as the Company has never accepted deposits within the meaning of the Act and the rules made thereunder.

SIGNIFICANT AND MATERIAL ORDERS [RULE 8(5) (vii) OF COMPANIES (ACCOUNTS) RULES, 2014]

The Company hasnt received any significant and material orders that impact the going concern status and companys operations in future

INTERNAL FINANCIAL CONTROLS [RULE 8(5)(viii) OF COMPANIES (ACCOUNTS) RULES, 2014]

The Company has kept in place adequate financial controls to check and control any defects and frauds in the Company. Adequate internal control systems commensurate with the nature of the Companys business, its size, and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

The Board of Directors of the Company have adopted various policies like Related Party Transactions Policy, Vigil Mechanism Policy and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

PARTICULARS OF EMPLOYEES

Disclosures under section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 respectively, is annexed to the Boards report in Annexure -I.

Statement containing particulars of top 10 employees and the employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure -I forming part of this report.

AUDITORS AND AUDIT REPORT:

(a) Statutory Auditors & their Reports

M/s. Khare Pamecha & Co. (FRN 006067C), Bhopal were appointed as Statutory Auditors of the Company in the Annual General Meeting held on September 29, 2018 for the period of 5 Years and holds office until the conclusion of the 12th Annual General Meeting on remuneration determined by the Board.

The tenure of M/s. Khare Pamecha will be expiring in the ensuing Annual General Meeting as Statutory Auditors of the Company, Thus Based on the recommendations of the Audit Committee and after obtaining the consent and eligibility certificate in this regard under Section 139(1) of the Companies Act, 2013, the Board of Directors, at its meeting held on Thursday, 10th August, 2023 appointed M/s. B A N C R S AND CO LLP, Chartered Accountants (FRN-C400331) as Statutory Auditors of the Company subject to the approval of shareholders in the Annual General meeting, for a period of 5 (five) years, from the conclusion of the ensuing 12th AGM till the conclusion of the 17th AGM to be held in the year 2028 at such remuneration agreed between the Board of Directors of the Company and the Auditors.

M/s. B A N C R S AND CO LLP, Chartered Accountants is a well known firm of Chartered Accountants having 5 partners. The firm also holds a Peer Review Certificate No. 015428 dated June 02, 2023 issued by the Peer Review Board of the Institute of Chartered Accountants of India valid till May 31, 2026.

Appropriate resolution seeking Members approval for the appointment of M/s B A N C R S AND CO LLP as the Statutory Auditors of the Company is appearing in the Notice convening the ensuing AGM of the Company.

The Audit for FY 2022-23 was conducted by M/s. Khare Pamecha & Co. and there are no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditor in their Audit Report. The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The statutory auditors report is forming the part of this report. They have not reported any incident of fraud to the Board of the Company during the year under review.

(b) Internal Auditors

Company had appointed M/S. Jain Shukla & Associates, Chartered Accountants, 4th Floor, Unit No. 413, Nirmal Corporate Centre, LBS Marg, Mulund West Mumbai (MH) 400080 w.e.f. 10th February, 2022.

The Internal Audit Report for the Financial Year 2022-23 issued by M/s. Jain Shukla & Associates, Chartered Accountants, Mumbai is submitted which is self-explanatory and do not call for any further explanation of the Board.

(c) Cost Auditors

As per the provisions of the Section 148 of the Companies Act, 2013 and the rules made there under, the cost records are required to be maintained by your company and the same are required to be audited. The Company accordingly maintains the required cost accounts and records.

Your Board of Directors has, on recommendation of the Audit committee had appointed M/s. Sanjay Kasliwal & Co.,

Cost Accountants, Bhopal, as Cost Auditor to conduct the cost audit of the Company for the Financial Year 2022-23.

The remuneration proposed to be paid to the Cost Auditor, for auditing the cost accounting records of the company for the financial year 2022-23 on a remuneration of 30,000/- per annum plus out of pocket expenses that may be incurred.

(d) Secretarial Auditors

As per the provisions of Section 204 of the Companies Act, 2013 and the rules made there under, the Board of Directors had on recommendation of Audit Committee appointed M/s. Piyush Bindal & Associates, Practicing Company Secretaries, Bhopal (CP No: 7442), as Secretarial Auditor to conduct the Secretarial audit of the Company for the Financial Year 2022-23.

The Secretarial Audit Report, pursuant to the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, issued by Mr. Piyush Bindal, Practicing Company Secretary, in prescribed Format MR-3 for the financial year 2022-23 is annexed herewith as "Annexure - II " to the Boards Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as stipulated under the SEBI (LODR) Regulations,

2015 is presented in a separate section forming part of this Annual Report.

REPORT ON CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance requirements under the Companies Act, 2013, and as stipulated under the SEBI (LODR) Regulations, 2015. A separate section titled Corporate Governance Report under the SEBI (LODR) Regulations, 2015 along with a Corporate Governance certificate from the Practicing Company Secretary and MD/CFO Certificate forms the part of this report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit Functions reports to the Board. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

VIGIL MECHANISM:

The Companys Board of Directors, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, has established Vigil Mechansim thorugh its ‘Whistle Blower Policy for Directors and employees of the Company. The policy is to provide a mechanism, which ensures adequate safeguards to employees and Directors from any victimisation on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, and so on. The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The said policy is available on the Companys Website at -http:// www.parvatisweetners.co.in.

INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to section 124 of the Act, Dividends that are unclaimed for a period of seven years are required to be transferred to the IEPF, established by the Government of India. During the year under review, there was no outstanding amount of unclaimed dividends which was liable to be transfer to the IEPF.

HUMAN RELATIONS:

The Company continues to have cordial and harmonious relationship with its employees and thank all employees for their cooperation and the contribution towards harmonious relationship and progress of the company.

POLICY ON SEXUAL HARASSMENT:

Your Company is committed to provide work environment that ensures every employee is treated with dignity and respect and afforded equitable treatment. The Company is also committed to promoting a work environment that is conducive to the professional growth of its employees and encourages equality of opportunity and will not tolerate any form of sexual harassment and to take all necessary steps to ensure that its employees are not subjected to any form of harassment.

Thus, in order to create a safe and conducive work environment the Company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (prevention, Prohibition, & Redressal) Act, 2013.

Further, the Company has complied with provisions relating to constitution of Internal Complaints Committee under Sexual Harassment of women at workplace (Prevention, Prohibition, & Redressal) Act, 2013. The Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, trainees, temporary) are covered under this policy. The Company did not receive any complaint during the period under review.

RISK MANAGEMENT

Risk management policy and processes enable the Company to proactively manage uncertainty and changes in the internal and external environment to limit negative impacts and capitalize on opportunities. Risk Management is a central part of firms strategic management. Risk Management is a continuous process. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Furthermore, your Company has set up a robust internal audit function which reviews and ensures sustained effectiveness of internal financial controls by adopting a systematic approach to its work.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

POLICIES OF THE COMPANY

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations, 2015") mandated the formulation of certain policies for all listed companies. All our Corporate Governance Policies are available on the Companys website, www.parvatisweetners.co.in. The Policies are reviewed periodically by the Board and its Committees and are updated based on the need and new compliance requirement.

The key Policies that have been adopted by the Company are as follows:

1. Risk Management Policy

2. Nomination and Remuneration Policy

3. Whistle Blower Policy / Vigil Mechanism

4. Policy on Prevention of Sexual Harassment at Workplace

5. Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions.

6. Code of Conduct for Insider Trading (Prohibition of Insider Trading)

7. Policy on Criteria for determining Materiality of Events

8. Archival Policy

9. Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) 10. Policy for Procedure for Inquiry in case of Leak of Unpublished Price Sensitive Information (UPSI) 11. Code of Conduct for the Board of Directors and Senior Management Personnel 12. Policy on Familiarization Programmes for Independent Directors

GENERAL DISCLOSURES:

Your Directors state that disclosure or reporting is required in respect of the following items as there were transactions on these items during the year under review:

a) Issue of Bonus Shares and/or Right Shares.

During the year 2022-23 the company issued and alloted 58963835 number of shares by way of right issue. The post issued capital structure after the right issue is 149143817 number of shares.

b) Issue of equity shares with differential rights as to dividend, voting or otherwise - No transactions.

c) Issue of shares to employees of the Company under Employee stock option Scheme - No transactions.

d) Issue of shares (including sweat equity shares) to directors or employees of the Company under any scheme - No transactions.

e) Buy Back of Shares - No transactions.

f) Corporate Social Responsibility - No transactions.

NATIONAL COMPANY LAW TRIBUNAL:

An award has been passed on 02.01.2019 in favour of the company in the matter of Arbitration at High Court, Indore (MP) Branch, initiated by M/s. S.S. Infraconstructions Pvt. Ltd.. Thereafter, M/s. S.S. Infraconstructions Pvt. Ltd. has filed a petition under Section 9 of the Insolvency and Bankruptcy Code, 2016 (IBC) before National Company Law Tribunal (NCLT), Indore, which was dismissed by NCLT Indore Bench Dated 23.06.2022.

ACKNOWLEDGEMENTS:

The Board thanks all customers, bankers, investors, shareholders, vendors and other stakeholders for their continued support and patronage during the year under review. The Board also places on records its sincere appreciation to the employees of the Company for their efforts, hard work and dedication, which enabled the Company to achieve the targets and recognitions.

		For and on behalf of the Board
		For Parvati Sweetners and Power Limited
	sd/	sd/
Place: Bhopal	Poonam Chouksey	Anupam Chouksey
Date: 10th August, 2023	Managing Director	Executive Director
	DIN: 02110270	DIN: 02110273