Parvati Sweetners and Power Ltd Directors Report

To the Members,

Parvati Sweetners and Power Limited

Bhopal (M.P.)

The Directors are pleased to present you the 13th Annual Report on the business and operations of the Company together with

the Audited Financial Statements for the financial year ended March 31, 2024.

FINANCIAL RESULTS AND OPERATIONS

The summary of financial performance for the Financial Year ended March 31, 2024 and the corresponding figures for the Financial Year ended March 31, 2023 are as under: (Figures in INR)

	For the financial year ended
Particulars	March 31, 2024	March 31, 2023
Revenue from Operations	805,790,381.19	89,18,99,639.00
Other Income	952,521.00	40,564.00
Total Revenue	80,67,42,902.19	89,19,40,203.00
Cost of materials Consumed	68,84,00,506.00	74,21,57,352.00
Changes in inventories of finished goods, WIP, stock- in trade	-61,249,232.00	-44,60,518.00
Employee Benefit Expenses	31,435,261.00	1,31,43,337.00
Financial charges	34,530,721.00	3,65,49,466.00
Depreciation	4,60,66,012.98	4,50,15,765.00
Other Expenses	3,75,93,315.36	4,62,08,157.00
Total Expenses	77,67,76,584.34	87,86,13,559.00
Profit or Loss Before exceptional and extraordinary items and tax	2,99,66,317.85	1,33,26,644.00
Exceptional Items	-	-
Profit or Loss Before tax	2,99,66,317.85	1,33,26,644.00
Tax Expenses:
a)Current Tax	0.00	0.00
b) Earlier Tax Adjustments	-	--
c) Deferred Tax	1,57,01,892.00	-1,79,393.00
Total Tax Expense	1,57,01,892.00	-1,79,393.00
Net Profit or Loss After Tax	1,42,64,425.85	1,35,06,037.00
Earnings Per Share (Basic)	0.10	0.09
Earnings Per Share (Diluted)	0.10	0.09

(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. 80,57,90,381.19/- as against Rs. 89,18,99,639.00 /-in the previous year. The Profit Before Tax increased to Rs. 2,99,66,317.85/- as against Rs. 1,33,26,644/- reported in previous year. The Net Profit for the year under review amounted to Rs. 1,42,64,425.85 /-as against Rs. 1,35,06,037.00/- in the previous year. During the year under review, the Earning per Share of the company is Rs 0.10/-(Basic) and Rs 0.10/-(Diluted).

CREDIT RATING

During the year under review our, Company has been assigned credit rating of IVR BB+/Stable (IVR Double B Plus with Stable

Outlook) by Infomerics Valuation and Rating Private Limited in respect of the Companys Long Term banking facilities.

SHARE CAPITAL

(a) Changes in Capital structure of the Company

Authorised Share Capital
As on 31st March, 2024	As on 31st March, 2023
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, 2024	As on 31st March, 2023
74,57,19,085/- Rs. (14,91,43,817	74,57,19,085/- Rs. (14,91,43,817
Equity Shares of Rs. 5/-Each)	Equity Shares of Rs. 5/-Each)

*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, 2024:

Sr. No Capital Details	No. of Shares	% of Total issued Capital
1. Held in dematerialised form in CDSL	143191079	96.0
2. Held in dematerialised form in NSDL	5800478	3.89
3. Physical Form	152260	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.

(d) Reclassification of Shares

The Board in its meeting held on Friday, 14th July,2023 considered and approved respective request letters received from Mr. Khusro Nisar, Mr. Mukesh Kumar, Mrs. Munni Bee, Mr. Mehmood Khan, Mr. Yusuf Khan, Ms. Farzana Khusro, Mr. Anis Khan, Mr. Nadeem Khan and M/S. Marium Leasing And Investment Private Ltd. for seeking reclassification of their status from the category of "Promoters & Promoter Group" to "public category" in accordance with the Regulation 31A of SEBI (LODR) Regulation 2015.

The company received the Approval letter from Stock Exchange regarding reclassification of their status from the

category of "Promoters & Promoter Group" to "public category" in accordance with the Regulation 31A of SEBI

(LODR) Regulation 2015 on August 16th, 2023.

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, 2024 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, six meetings of the Board of Directors of the Company were held on 30th May, 2023, 14th July, 2023, 10th August, 2023, 25th October, 2023, 08th November, 2023, 09th February, 2024. 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, 2024, 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 ful ll the conditions speci ed 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 familiarization 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 of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities. 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 no qualification or adverse remarks.

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, specifying the individual threshold limits for each transaction and the 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 2023-24 and estimated related party transactions for FY 2023-24.

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 2023-24, 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 there under 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 2023-24 are under: 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 2023-24 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

 

S.No. Particulars	Comments
(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	NIL	NIL
and the Foreign Exchange outgo during the year in terms of actual outflows

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 individual

directors pursuant to the provisions of the Act and Listing 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 as a 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 individual Directors 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.

As on March 31, 2024 the Company has (six) Directors. Out of the 6 (six) Directors, 2 (Two) are Executive Directors, 3(Three)

Non-Executive- Independent Directors and 1 (One) Non- Executive Non Independent Director.

Appointments

There is a change in the Directors of the Company during the financial year under review. Shri Rakesh Singh Dhakare (DIN-

02126320) Independent Director of the Company, appointed on the board w.e.f. 30.05.2023.

Resignation

There is no resignation letter received by any of the Director of the Company during the financial year under review.

Retire by rotation

Mr. Anupam Chouksey (DIN- 02110273) retires by rotation at the ensuing Annual General Meeting and being eligible, offers

himself for reappointment.

Additional information on reappointment Mr. Anupam Chouksey (DIN- 02110273) 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 Mohita Ramsariya resigned from the post of Company Secretary and Compliance officer w.e.f. 8th June 2023

(ii) CS Anuja Nema appointed as the Company Secretary and Compliance officer w.e.f. 14th July, 2023.

(iii) Mr. Vishal Shivhare resigned from the post of Chief Financial Officer w.e.f. 08th November 2023 (iv) Mrs. Shweta Chouksey, appointed as the Chief Financial Officer w.e.f/ 09th November,2023. 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) Mrs. Shweta Chouksey, Chief Financial Officer; iii) Mrs. Khadija Husain, Company Secretary & Compliance Officer.

*Ms. Anuja Nema resigned from the post of Company Secretary and Compliance officer w.e.f. 25.06.2024.

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. B A N C R S AND CO LLP (FRN C400331), Bhopal were appointed as Statutory Auditors of the Company in the 12th Annual General Meeting held on September 20, 2023 for the period of 5 Years and holds office until the conclusion of the 17th Annual General Meeting on remuneration determined by the Board.

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. They have confirmed their eligibility for their appointment as statutory auditors and the same are within the limits as specified in section 141 of the companies Act,2013 and had confirmed that they are not disqualified from continuing as auditors of the company.

The statutory audit report for the F.Y. 2023-24 has 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. 09th February, 2023.

The Internal Audit Report for the Financial Year 2023-24 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 2023-24.

The remuneration proposed to be paid to the Cost Auditor, for auditing the cost accounting records of the company

for the financial year 2023-24 on a remuneration of 30,000/- per annum plus out of pocket expenses that may be incurred.

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 2023-24.

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 2023-24 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 through 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.- No transactions. 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:

No petition is filed during the year under review.

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

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

It is hereby confirmed that the remuneration paid to Directors, Key Managerial Personnel and other employees of the Company during the Financial Year 2023-24 was in conformity with the Nomination and Remuneration Policy of the Company.

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

(In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at the Registered Office of the Company. Copies of this statement may be obtained by the members by writing to the Company Secretary at the Registered Office of the Company.)

A. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year 2023-24 and the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-24 are as under:

S.No Name of Directors/KMP	Designation	Remuneration (Amount in Rs.) Per annum	Percentage (%) Increase in remuneration in the financial year 2023-24	Ratio of remuneration of Directors to Median Remuneration
01. Mrs. Poonam Chouksey	Chairman & Managing Director	84,00,000/-Rs.	No Change	22.4:1
02. Mr. Anupam Chouksey	Executive Director	-	-	--
03. Mr. Vishal Shivhare*	CFO	1,60,300/- Rs.	No Change	0.43:1
04. Mrs Shweta Chouksey **	CFO	91,125/- Rs.	No Change	0.24:1
05. Ms. Mohita Ramsariya***	Company Secretary	40,000/- Rs.	NA	0.10:1
06. Ms. Anuja Nema****	Company Secretary	2,21,600/- Rs.	No Change	0.60:1

*Cessation w.e.f. 08th November,2023 **Appointment w.e.f. 09th November,2023 ***Cessation w.e.f. 08th June,2023 ****Appointment w.e.f. 14th July,2023

Notes:

Number of permanent employees on the rolls of Company: (as on 31.03.2024): 80 Employees Median basic remuneration of employees other than directors for the financial year 2023-24 is INRs Non-Executive - Independent Directors were not paid any remuneration during financial year 2023-24. They were paid Sitting fees, whose details have been given in Corporate Governance report attached with this Annual Report.

B. The percentage increase in the median remuneration of employees in the financial year 2023-24-

	2023-24	2022-23	Percentage Increase/decrease in median remuneration in 2023-24
Median Remuneration of employees other than whole time directors	3,75,000/- Rs.	5,70,000/-Rs.	34.21% decrease in median remuneration in 2023-24

C. The number of permanent employees on the rolls of Company: Total permanent employees as on 31.03.2024 were 80 excluding Directors.

D. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

During the year under review, there is no increase in the salary of Employees,

The increase in remuneration is in line with the market trends, cost of living and to ensure the retention of skilled staff and compliance of Minimum wages Act.

There are no exceptional circumstances for increase in the managerial remuneration.

E. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per the remuneration policy of the Company.

Name of the top 10 employees in terms of remuneration drawn in the financial year 2023-24:

A statement of top-10 employees in terms of remuneration drawn as per rule 5(2) read with rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is annexed as follows:

Sr. No. Name of Directors/KMP	Designation	Remuneration (Amount in Rs.) Per annum
01. Mrs. Poonam Chouksey	Chairman & Managing Director	84,00,000/-Rs.
02. Mr. Vishal Shivhare*	CFO	1,60,300/- Rs.
03 Mrs Shweta Chouksey**	CFO	91,125/- Rs
04. Mr. Chandra Bhusan Badal	Production Manager	4,44,000/- Rs.
05. Ms. Mohita Ramsariya***	Company Secretary	40,000/- Rs.
06. Ms. Anuja Nema****	Company Secretary	2,21,600/- Rs.
07. Mr. Gambhir Singh	Purchase Manager	6,00,000/- Rs.
08. Mr. Satyaveer Deshwal	H R Manager	5,40,000/- Rs.
09. Mr. Vinod Kumar Singh	Assistant Purchase Manager	5,00,004/- Rs.
10. Mr. Deepak Bhargava	Sales Manager	4,80,000/- Rs.
11. Mr. Tanweer Alam	Assistant Marketing Manager	4,56,000/- Rs.
12. Mr. S.K. Shrivastava	Quality & Audit Manager	4,56,000/- Rs.
13. Mr. Brajnandan Gupta	EDP Manager	4,80,000/- Rs.
14. Mr. Jagdish Prasad Bansal	Cane Manager	4,10,000/- Rs.

*Cessation w.e.f. 08.11.2023 **Appointment w.e.f. 09.11.2023 ***Cessation w.e.f. 08.06.2023 ****Appointment w.e.f. 14.07.2023

F. Statement containing the particulars of employees in accordance with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for Financial year ended March 31, 2024:

1) Names of top 10 Employees Employed throughout the Financial Year 2023-24 and who were paid remuneration of not less than 1.02 Crores per annum:

Name of Employee	Designation	Remuneration received (In Rs.)	Nature of employment, whether contractual or otherwise	Qualifications and experience of the employee	Date of Commencement of employment	Age	Last employment held before joining the Company	% of Equity shares held in the Company.	whether relative of any Director or manager of the Company and name of such Director or manager
					NIL

2) Names of top 10 Employees Employed for a part of the financial year 2023-24 and who were paid monthly remuneration of not less than 80.5 lakh per annum:

Name of Employee	Designation	Remuneration received (In Rs.)	Nature of employment, whether contractual or otherwise	Qualifications and experience of the employee	Date of Commencement of employment	Age	Last employment held before joining the Company	% of Equity shares held in the Company.	whether relative of any Director or manager of the Company and name of such Director or manager
Poonam Chouk	MD	84,00,00 0/- Rs.	NA	Post Graduate	29.09.2018	67	NA	1.92%	1. Anupam Chouksey- Son
sey				more than 20 year					2. Pooja Shree Chouksey Daughter

1) Employee employed throughout the financial year or the part thereof, was in receipt of remuneration that year which, in the aggregate, or the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than 2% of the equity shares of the company: Nil

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2024

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended]

To,

The Members,

PARVATI SWEETNERS AND POWER LIMITED CIN: L15421MP2011PLC027287 Hall No. 2, GomantikaParisar, Shopping Complex, JawaharChowk, Bhopal Madhya Pradesh - 462003

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by PARVATI SWEETNERS AND POWER LIMITED (hereinafter called the "Company") during the Financial Year from April 01, 2023 to March 31, 2024 (‘the year/ ‘audit period/ ‘period under review).

We have conducted the Secretarial Audit in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

We are issuing this report based on:

i. Our verification of the books, papers, minute books, soft copy as provided by the Company and other records maintained by the Company and furnished to us, forms/ returns filed and compliance related action taken by the Company during the Financial Year ended March 31, 2024.

ii. Compliance Certificates confirming Compliance with all laws applicable to the Company given by Key Managerial Personnel / Senior Managerial Personnel of the Company and taken on record by Audit Committee / Board of Directors, and

iii. Our observations during our visits to the Registered Office of the Company,

iv. Representations made, documents shown and information provided by the Company, its officers, agents, and authorized representatives during our conduct of Secretarial Audit.

We hereby report that in our opinion, during the audit period covering the Financial Year ended on March 31, 2024 the Company has:

i. Complied with the statutory provisions listed hereunder, and

ii. Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We hereby report that, during/ in respect of the audit period, we have examined the books, papers, minute books, forms and returns filed and other records maintained by Company for the Financial Year ended on March 31, 2024according to the provisions of:

i) The Companies Act, 2013 (the Act) and the rules made there under; ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made there under; iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI

Act): -

a) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; d) The Securities and Exchange Board of India (Investor protection and Education Fund) Regulations, 2009.

vi) Compliances / processes / systems under other specific applicable Laws (as applicable to the Industry) to the Company are being verified on the basis of periodic Certificates under internal Compliance system submitted to the Board of Directors of the Company.

We further report that, during/ in respect of the audit period, the Company was not required to initiate any compliance related action in respect of the following laws/rules/ regulations/standards and was consequently not required to maintain any books, papers, minute books or other records or file any form/ returns thereunder:

a) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

b) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

c) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; d) The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018; and e) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; g) The Securities and Exchange Board of India (Issue and listing of Non-Convertible Securities) Regulations, 2021;

We have also examined compliance with the applicable clauses of the following: i. Secretarial Standards issued by The Institute of Company Secretaries of India;(Complied with) ii. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

We further report that during the year under review the Company has generally complied with the provisions of the Acts, Rules, Regulations, Guidelines, Standards mentioned above.

We further report that during the Audit period under review:

- The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. 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.

- Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent generally seven days in advanceother than those held at shorter notice, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

- As per the minutes of the Meetings duly recorded and signed by the chairman, the decisions of the Board were taken through majority and no dissenting views have been recorded.

We further report that, based on the information provided and the representation made by the Company there seems to be adequate systems and processed in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the period following specific events/actions occurred in pursuance of the above-referred laws, rules, regulations, guidelines etc. having a major bearing on the Company affairs:

a. The company has altered its Memorandum of Association by adopting the new set Memorandum of Association ("MOA") as per the Companies Act, 2013 along with alteration in the object clause by inserting new sub clauses by passing resolution in their Annual General Meeting held on 20th September 2023.

b. The company has altered its Article of Association by adopting the new set Article of Association ("AOA") as per the Companies Act, 2013 along with Altering/deleting relevant regulations therein pertaining to the common seal by passing resolution in their Annual General Meeting held on 20th September 2023.