Pasari Spinning Mills Ltd Directors Report.

CIN: L85110KA1991PLC012537

To,

The Members,

Your Directors have pleasure in presenting their Twenty Eighth Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31st March, 2019.

1. Financial summary or highlights/Performance of the Company.

Particulars 2018-19 2017-18
Total Revenue 64,53,801 72,00,714
Profit before tax 25,34,501 29,84,594
Tax Expenses:
a) Current tax - -
b) Tax Related to earlier years 90,386 -
c) MAT Credit entitlement - -
d) Deferred tax(Liability)/Asset (2,08,384) (2,02,801)
Profit (Loss) for the year 26,52,500 31,87,395

2. Performance of The Company

For the year ended 31st March, 2019, the Company has earned a profit of Rs. 26,52,500 (Rupees Twenty six lakh fifty two thousand five hundred only) as compared with the previous years a profit of Rs. 31,87,395 (Rupees Thirty one lakh eighty seven thousand three hundred and ninety five only)

3. BIFR Status:

The Company has continued in its efforts to obtain the necessary reliefs/concessions from Government of Karnataka on matters relating to Sales Tax.

4. Dividend

During the year under review, the Company did not declare any dividend to its members.

5. Transfer of Unclaimed Dividend to Investor Eduction and Protection Fund:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

6. Reserves

During the year under review the Company has earned a profit of Rs. 26,52,500 (Rupees Twenty six lakh fifty two thousand five hundred only) and the same has been transferred to the Reserves and Surplus Account.

7. State of Companys Affairs:

The Company has discontinued its production operations from the financial year 2010-11. The Company has no intention to continue the production operations henceforth and has decided to lease out the Factory premises. The Company has not made any sales during the current year.

8. Change in nature of business, if any

The Company has not changed its business objectives and nature of business during the year under review.

9. Material changes and commitment if any affecting the financial position of the company occurred between the end of the financial year to which this financial statements relate and the date of the report:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

10. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

There were no significant and material orders passed by the Regulators or the Courts or Tribunals impacting the going concern status and Companys operation in the future.

11. Statement in respect of adequacy of internal financial control with reference to the financial statements:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its Business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of the reliable financial disclosures.

12. Subsidiaries, joint Ventures and Associate Companies:

The Company does not have any Subsidiary, Joint venture or associate Companies.

13. Deposits

During the year under review the Company has not accepted/renewed any deposits.

14. Particulars of Employees:

As required by Rule 5(2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, there were no employees employed during the year who were in receipt of remuneration which is not more than Rs.8,50,000/- (Eight lakhs fifty thousand only) per month or Rs. 1,02,00,000/- (One crore two lakhs only) per annum.

15. Auditors:

Statutory Auditors

M/s Murali & Venkat, Chartered Accountants (firm Registration No. 002162S) holds office till the conclusion of this Annual General Meeting. Hence the Board proposes to appoint M/s. Rao & Emmar, Chartered Accountants, Bangalore (Firm Registration No. 003084S), as Statutory Auditors of the Company for holding the office up to the conclusion of 33rd Annual General Meeting of the Company. The Board recommends the appointment of M/s Rao & Emmar, Chartered Accountants as the Statutory Auditors of the Company.

Statutory Auditors comments on Companys accounts for year ended 31st March, 2019 are self-explanatory in nature and do not require any explanation as per provisions of Section 134(3)(f) of the Companies Act, 2013. There were no qualifications, reservation or adverse remark.

Secretarial Auditor

The Board has appointed Mr. CS Vinay B L, Company Secretary in Practice, Bangalore as the Secretarial Auditor, to conduct the Secretarial Audit of the company for the Financial Year 2018-19 as required under Section 204 of the Companies Act, 2013 and Rules made ^thereunder. The Secretarial Audit Report for the FY 2018-19 forms part of the Annual Report as Annexure-1 to the Boards Report.

16. Extract of the Annual return

Pursuant to the provisions of section 134(3)(a), the extract of Annual Return as provided under Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure 2 and is attached to this Report and the same forms part of this Boards Report.

17. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

Significant measures are taken to reduce the energy consumption by using energy- efficient equipments. Conservation of energy is always on the "To Do" list at all levels of operations. Efforts are made in this direction on a continuous basis. The company has taken the following adequate measures to conserve the energy:

• Localized lighting in place of community lighting.

• Employees are habituated to switch off fans, lights during the lunch breakand at close of office hours.

• The Company has started using LED lights which saves the energy considerably.

Foreign exchange

Particulars Current Year Previous Year
1. Earnings in Foreign Currency Nil NIL
2. Expenditure in Foreign Currency Nil NIL

18. Corporate Social Responsibility (CSR)

The Company did not have the prescribed thresholds as provided under Section 135(1) for constituting CSR committee and hence the same is not applicable.

19. Directors:

A) Changes in Directors and Key Managerial Personnel:

During the year under review there was no appointment of additional directors/alternate directors.

Key Managerial Personnel:

The Company has appointed Ms. Neelu Daslana as Company Secretary on 8th December, 2018.

B) Declaration by Independent Director(s) and reappointment, if any

The Company has appointed Mr. Shiva Hari Bist Prem Bist (DIN: 08305342) and Mr. Kolagunda Kumar Siddappa (DIN: 08305351) as an additional Director in the category of Independent Non Executive Director of the company on 24th November,2018 , and shall be eligible for re-appointment for a further period of five years, subject to passing of Special Resolution by the Shareholders in the ensuing General Meeting.

The Company has received necessary declarations of independence from the Independent Director under section 149(7) of the Companies Act, 2013, that he meets the criteria of independent director envisaged in section 149(6) of the Companies Act, 2013.

C) Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, as well as the evaluation of the working of its Audit, Nomination and Remuneration Committee.

20. Number of board meetings conducted during the year under review:

The Board of Directors duly met 6 (Six) times, during the year under review. The intervening gap between any two meetings was within prescribed period as per the Companies Act, 2013 and Securities and Exchange Board of India Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the same areas under:

SI. No Date of Meeting No of directors on the Board No. of Directors Present
1. 30th May, 2018 5 5
2. 16th July, 2018 5 5
3. 23rd Oct, 2018 5 5
4. 24th Nov, 2018 5 5
5. 08th Dec, 2018 7 7
6. 30th January, 2019 7 7

21. Committees of the Board and its Meetings

As perAnnexure -2A

22. Policies of the Company:

Vigil Mechanism/Whistle Blower Policy for directors and employees:

The Company has formulated Vigil Mechanism / Whistle Blower policy and the same is implemented.

Research and Development

Since the Company does not have any production activities, the policy for the same is not applicable.

Internal Control System and Their Adequacy.

Detailed discussion is made under the head "Management Discussion and Analysis Report", which forms part of Annual report.

Anti-Sexual Harassment Policy

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention., prohibition and redressal of sexual harassment of women at workplace and to provide a platform for redressal of Complaints and grievances against sexual harassment. During the Financial Year 2018-19, Company has not received any complaint on sexual harassment.

23. Particulars of loans, guarantees or investments made under section 186 of the companies act, 2013:

Loans, Guarantees or Investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the Financial Statements provided in the Annual Report.

24. Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by the Company 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 is disclosed in Form No. AOC -2 as perAnnexure-3.

25. Managerial Remuneration:

Since the Company is not carrying on any profitable activities, the Directors of the Company have voluntarily waived off their remuneration. Hence no managerial remuneration is paid for the year under review.

26. Statement concerning development and implementation of risk management policy of the company:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continues basis.

Detail discussion is made under the heading Management Discussion and Analysis.

27. Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 your directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had 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 and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at the end of the financial year and of the profit/loss of the company for that period;

(c) the directors had 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 had prepared the annual accounts on a going concern basis; and

(e) That proper internal financial controls were in place and that the internal financial controls were adequate and were 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.

28. Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the auditors and the practicing company secretary in their reports:

The Board noted the reports given by Statutory Auditors and Secretarial Auditor and made the following Explanations:

SI No Qualification/observation/Adverse remarks/Disclaimer Reply by the Board
1 There are disputed liabilities with regard to Sales Tax, as on 31.03.2019 With respect to the disputed liabilities of sales tax, the Board would like to inform the members that the Company is entitled to reliefs and concessions from Government of Karnataka as per BIFR order. The company is still following up both with BIFR and the State Government.

 

Name of the Statute Nature of the Dues Amount (Rs) For the year
Central Sales Tax Act CST 4,45,496 1999-00
5,80,226 2000-01
8,83,692 2001-02
Karnataka Entry Tax Act KVAT 46,593 1999-00
98,290 2000-01
4,35,196 1999-00
46,57,137 2000-01
32,10,915 2001-02
KVAT & CST Penalty 5,000 1999-00
2,50,000 2000-01
18,35,296 2001-02
CSTAnd KVAT Interest 3,11,968 1999-00
33,37,878 2000-01
19,18,381 2001-02
Total 1,80,16,068

 

2 There is a Discrepancy is Issued & Listed capital. The Company has not received the In Principle Approval, in respect of 18,00,000 Shares issued on preferential basis on 6 December, 2010. Company is still waiting for approval of the Bombay stock exchange. The delay is beyond the reasonable time. The Company has made an application for obtaining the in principle approval of the Bombay Stock Exchange in the year 2012 and the fees as prescribed by the Stock Exchange is also paid by the Company. Company is following up with the stock exchange for obtaining the approval of the Bombay Stock Exchange.
3 Company has not appointed the Chief Financial Officer as required by Section 203 of the Companies Act, 2013 Company has not appointed the Chief Financial Officer as required by Section 203 of the Companies Act, 2013 for the FY ending 2018-19. However the Company has appointed the CFO on 23/04/2019
4 The Quarterly Results are not published in the news papers, as required by Regulation 47 of Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 The quarterly results are directly sent to the Stock Exchange and the shareholders of the Company and other stakeholders can directly access the same in the website of Bombay Stock Exchange, wherein the shares of the Company is listed. However the quarterly financial results are also being uploaded in the website of the Company.

29. FRAUD REPORTING:

Pursuant to the provisions of section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Board.

30. Voluntary revision of financial statements or Boards Report:

The Company has not made any application to the Authorities for revision of Financial Statements or Boards Report during the year under review.

31. SHARES:

SHARE CAPITAL

A. Authorised Capital

The Authorized Capital of the Company is Rs. 14.00. 00.000/-(Rupees fourteen crore only) divided into 1.40.00. 000 (Once crore forty lakh only) equity shares of Rs. 10/-each.

B. Paid up Capltal

The Paid up capital of the Company is Rs. 13.80.00. 000/- (Rupees thirteen crore eighty lakh only) divided into 1,38,00,000 (Once crore thirty eight lakh only) equity shares of Rs. 10/-each.

C. Changes in Share Capital, If any

There is no change in both the Authorised and paid up capital of the Company during the year under review.

Buy back of Securities

The Company has not bought back any of its securities during the year under review.

Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

Bonus Shares

No Bonus Shares were issued during the year under review.

Employees Stock Option Plan

During the year under review the Company has not provided any Stock Option Scheme to the employees.

Issue Of Equity Shares With Differential Rights:

No equity shares with differential rights were issued during the year under review.

32. Acknowledgements:

The Directors place on record their appreciation for cooperation and continued support extended by customers, shareholders, investors, partners, vendors, bankers, the Government, and statutory authorities for the Companys growth. We thank associates and consultants for their valuable contribution in our progress and look forward to their continued support.

Poonam Gupta Krishna Kumar Gupta
DIN:08447607 DIN:00003880
Additional Director Managing Director
Address: A-21 Silver Palm, Address: A-21 Silver Palm, Bldg 3,
TATA Sherwood, Basavanagar Main, Vibhuthipura Extn, Marathahalli Colony, Bangalore- 560037 Basavanagar Main, Vibhuthipura Extn, Marathalli, Bangalore- 560067
Date: 12th August, 2019
Place: Bangalore