pashupati cotspin ltd Directors report

Dear Members,

Your director stake pleasure in presenting the 06th Annual Report on business and operations along with Audited Financial Statements and the Auditors report of your Company for the financial year ended 31st March, 2023.

1. Financial Results

Financial Performance of the company for the year ended 31stMarch; 2023is summarized as below:

Particulars for the year ended	March 31,2023	March 31, 2022	March 31, 2023
	(Standalone)	(Standalone)	(Consolidated)
Net revenue from Operations (Sales)	44273.28	66138.19	44273.28
Profit Before Depreciation, Exceptional Item and Tax	1481.67	2962.04	1481.66
Less: Depreciation	867.64	1354.69	867.64
Profit Before Extra - ordinary Items and Tax	614.03	1607.36	614.02
Extra Ordinary Items	0.00	0.00	0.00
Profit Before Tax	614.03	1607.36	614.02
Tax Expense
- Current Tax	40.47	641.06	40.47
Less: MAT Credit Receivable	0.00	0.00	0.00
- Deferred Tax	162.79	(146.25)	162.79
Profit After Tax	410.77	1112.55	410.77
EPS (Basic) (In Rs)	2.69	7.28	2.69
EPS (Diluted) (In Rs)	2.69	7.28	2.69

2. Overview Of Companys Financial Performance:

During the year under review, your Company has achieved a total net sale of 44273.28 lacs and achieved Net Profit after Tax (NP) of 410.77 lacs. Your directors are optimistic about the performance of the Company in the coming years.

3. Share Capital

The authorized share capital of the Company as on date of balance sheet is 15,50,00,000/- divided into 1,55,00,000 equity shares of 10/- each.

The paid-up share capital of the Company as on date of balance sheet is 15,28,40,000/- divided into 1,52,84,000 equity shares of 10/- each.

a) Status of shares

As the members are aware, the Companys shares are compulsorily tradable in electronic form. As on March 31, 2023, 100.00% of the Companys total paid up capital representing 1,52,84,000 shares are in de- materialized form.

b) Other shares

Your company has not issued any equity shares with differential rights, sweat equity shares, employee stock options and did not purchase its own shares. Hence there is no information to be provided as required under Rule 4(4), Rule 8(13), Rule 12(9) and Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 and Section 62 of the Companies Act 2013 respectively.

4. Dividend

Your Directors are pleased to recommend a Final Dividend of 0.75 (Rupee Seventy-Five Paisa) (7.5%) per equity share of face value of 10/- each for the financial year ended on 31stMarch2023which shall be paid subject to approval of members at the ensuing 06th Annual General Meeting.

The Final Dividend, subject to approval of Members at the Annual General Meeting on 30th September 2023, will be paid to the Members whose names appear in the Register of Members, as on the date of Book Closure/Record Date of the Company for the purpose of 06th AGM and Payment of Final Dividend.

5. Dividend Distribution Policy:

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016, as the Company is not coming under the limit of top 1000 listed Companies on basis of Market capitalization thus it is not required to prepare Dividend Distribution policy.

6. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

Since there was no unpaid/unclaimed dividend, the provision of Section 125 of the Companies Act, 2013 do not apply.

7. Change in the nature of business, if any-

There is no change in the nature of business carried out by the Company in the Year 2022-2023.

8. Amounts Transferred To Reserves:

In accordance to the provisions of Section 134(3)(j) of the Companies Act, 2013, (hereinafter "the Act") the Company has not proposed any amount to transfer to the General reserves of the Company for the financial year 2022-23.

9. Subsidiary, Joint Ventures and Associate Companies

A list of bodies corporate which are su bsidiaries/associate s/joint ventures of your Company is provided as part of the notes to consolidated financial statements.

Pursuant to the provisions of Section 129, 134 and136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements of the Company and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in FormAOC-1, which forms Part of this Integrated Annual Report.

10. Public Deposit

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

11. Particulars of loan, Guarantees or Investment made under Section 186

The details of the loans, guarantees and investments are provided in the note no 12 to the audited financial statements annexed with the Annual Report.

12. Annual Return

Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company as at 31st March, 2023 is available on the website of the Company athttps://pashupaticotspin.com/annual-return/

13. Directors & Key Management Personnel

I. Composition of Board & Board Meetings

The Board of Directors of the Company has an optimum combination of Executive, Non- Executive and Independent Directors. As on the date of this report, the Board comprises of 5(Five) Directors, out of which 2 are Executive Directors, 1 is Non-Executive Director and 2 are Independent Directors that includes one Woman Independent Director. The Chairman of the Board is an executive Director. The Board of Directors duly met six (6) times on 04/04/2022,28/05/2022, 25/07/2022, 23/08/2022, 14/11/2022 and 09/02/2023 during the year. The Composition, category and attendance of each Director at the Board and Annual General Meeting and Number of other Directorship and Chairmanship/ Membership of Committee of each Director in various companies is as follows: -

Name of Director	Designation	Category	No of Board Meetings held during the year	No of Board Meetings attended during the year	Attendance at the Last AGM
Mr. Saurin Jagdish Bhai Parikh	Chairman & Managing Director	Promoter	6	6	Yes
Mr. Tushar Ramesh Chandra Trivedi	Whole Time Director	Promoter	6	6	Yes
Mr. DaksheshJayantilal Patel	Non-Executive Director	Promoter	6	6	Yes
Mr. Sandip Ashwinbhai Parikh	Non-Executive Director	Independent	6	6	Yes
Mrs. Sheela Kirtankumar Roy	Non-Executive Director	Independent	6	6	Yes

II. Appointments:

During the financial year 2022-23 there were following directors been appointed on the board of the Company:

1. The Company has regularized the appointment of Mr. Sandip Ashwinbhai Parikh (DIN: 00030990) and Mrs. Sheela Kirtan Kumar Roy (DIN: 07891440) from an Additional Directors to the Director under the category of Independent Director for second consecutive term of 5 years effective from closure of business hours of July 25, 2022 to July 24, 2027 (both days inclusive), in annual general meeting held on 29th September, 2022.

III. Cessations:

During the year under review, no Director has been resigned from the Company.

IV. Retirement by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment & Qualification of Directors) Rules, and Companies Articles of Association, Mr. Tushar Ramesh Chandra Trivedi (DIN: 06438707), Non-Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Necessary resolution for his reappointment is placed before the shareholder for approval.

V. Profile of Directors seeking appointment / reappointment:

As required under regulation 36(3) of SEBI (LODR), 2015, particulars of the Directors retiring and seeking reappointment at the ensuing Annual General Meeting is annexed to the notice convening 05thAnnual General Meeting.

VI. Key Managerial Personnel:

As on the date of this report, the following persons are the Key Managerial Personnel(s) of the Company:

a) Mr. Saurin Jagdish Bhai Parikh, Chairman & Managing Director

b) Mr. Tushar Ramesh Chandra Trivedi, Whole Time Director

c) Mr. Haresh Kumar Ramesh Chandra Shah, Chief Financial Officer

d) Mr. Nisarg Dinesh Kumar Shah, Company Secretary & Compliance Officer

VII. Declaration from Independent Director:

All the Independent Directors of the Company have given their declarations stating that they meet the criteria of independence as prescribed under the Section 149(6) of the Companies Act, 2013 read with the rules made there under and read with Regulation 16(1)(b) of the Listing Regulations in the opinion of the Board, the Independent Directors meet the said criteria.

During the year under review the Independent Directors duly met pursuant to the provisions as specified in Schedule

IV of the Companies Act, 2013 and the quorum was present throughout the meeting.

14. Board Committees

Your Company has Four Committees of the Board, namely:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Stakeholders Relationship Committee

IV. Corporate Social Responsibility Committee

Details of all the Committees along with their composition, terms of reference and meetings held during the year are provided in detail as below:

I. Audit Committee:

The Audit Committee is duly constituted vide Board Resolution dated 26/07/2017 in accordance with SEBI (LODR) Regulations 2015 and Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time. It adheres to the terms of reference which is prepared in compliance with Section 177 of the Companies Act, 2013, and SEBI (LODR) Regulations 2015. The constituted Audit Committee comprises following members:

Name	Category	Position	Number of meetings held	Number of meetings attended
Mr. Sandip Ashwin Bhai Parikh	Independent Director	Chairman	05	05
Mrs. Sheela Kirtankumar Roy	Independent Director	Member	05	05
Mr. Saurin Jagdish Bhai Parikh	Managing Director	Member	05	05

Two third of the members are Independent Directors and all the members are financially literate. The composition, role, functions and powers of the Audit Committee are in line with the requirements of applicable laws and regulations. The Audit Committee shall oversee financial reporting process and disclosures, review financial statements, internal audit reports, related party transactions, financial and risk management policies, auditors qualifications, compliance with Accounting Standards etc. and oversee compliance with Stock Exchanges and legal requirements concerning financial statements and fixation of audit fee as well as payment for other services etc.

Five Audit Committee meetings were held during the year 2022-23 on 04/04/2022,28/05/2022,23/08/2022, 14/11/2022 and 09/02/2023.

The board of directors has accepted all recommendations of the Audit Committee during the year.

II. Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted vide Board Resolution dated 26/07/2017 in accordance with SEBI (LODR) Regulations 2015 and Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time. The Company Secretary acts as the Secretary to the Nomination and Remuneration Committee and the Committee Members are:

Name	Category	Position	Number of meetings held	Number of meetings attended
Mrs. Sheela Kirtan kumar Roy	Independent Director	Chairman	04	04
Mr. Sandip Ashwin bhai Parikh	Independent Director	Member	04	04
Mr. Dakshesh Jayantilal Patel	Non-Executive Director	Member	04	04

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013 formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees. The said policy is available on the Website of the Company www.pashupaticotspin.com.

Four Nomination and Remuneration Committee Meeting was held during the year 2022-23 on 04/04/2022, 01/08/2022, 14/11/2022 and 09/02/2023.

III. Stakeholders Relationship Committee

The Stakeholders Relationship Committee is constituted vide Board Resolution dated 26/07/2017 in compliance with the requirements of Section 178 of the Companies Act, 2013. Company Secretary is the Compliance Officer, who acts as the Secretary to the Committee and the Members of the Committee are:

Name	Category	Position	No. of meetings held	No. of meetings attended
Mrs. Sheela Kirtan Kumar Roy	Independent Director	Chairman	04	04
Mr. Tushar Ramesh Chandra Trivedi	Whole Time Director	Member	04	04
Mr. Dakshesh Jayantilal Patel	Non-Executive Director	Member	04	04

The Stakeholders Relationship Committee looks into shareholders complaints related to transfer of shares, non-receipt of balance sheet besides complaints from SEBI, Stock Exchanges, Court and various Investor Forums. It oversees the performance of the Registrars and Transfer Agent and recommends measures for overall improvement in the quality of investor services. The Company is in compliance with the SCORES, which has initiated by SEBI for processing the investor complaints in a centralized web-based redress system and online redressal of all the shareholders complaints.

Four meetings were held during the year 2022-23 on 04/04/2022, 01/08/2022, 14/11/2022 and 09/02/2023.

IV. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee is constituted in compliance with the requirements of Section 135 of the Companies Act, 2013, to undertake the below mentioned tasks:

A. To recommend the policy on Corporate Social Responsibility (CSR) and Implementation of the CSR Projects or program to be undertaken by the company as per the CSR Policy for consideration and approval by the Board of Directors.

B. Recommend the amount of expenditure to be incurred on the corporate social responsibility activities; and

C. Monitor the implementation of the Companys corporate social responsibility policy.

During the financial year ended 31stMarch, 2023, the Company has done CSR expenditure of 32,77,000/- (Rupees Thirty-Two Lacs Seventy- Seven Thousand Only).The CSR initiative of the Company is mainly under promotion of healthcare and promotion of Education.

The Corporate Social Responsibility Committee comprises the following:

Name	Category	Position	No. of meetings held	No. of meetings attended
Mr.Saurin Jagdish Bhai Parikh	Managing Director	Chairman	04	04
Mrs.SheelaKirtan Kumar Roy	Independent Director	Member	04	04
Mr.TusharRamesh Chandra Trivedi	Whole Time Director	Member	04	04

Four meetings were held during the year 2022-23 on 04/04/2022, 01/08/2022, 14/11/2022 and 09/02/2023.

The Companys CSR Policy statement and Annual Report on the CSR activities undertaken during the financial year ended 31st March, 2023in accordance with section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is set out in "Annexure - A" to this Report.

15. Compliance Officer

Mr. Nisarg Dineshkumar Shah is presently Compliance Officer of the Company who is also designated as Company Secretary of the Company.

16. Statements on Formal Annual Evaluation of Board

Nomination and Remuneration Committee annually evaluates the performance of individual Directors, Committees, and of the Board as a whole in accordance with the formal system adopted by it. Further, the Board also regularly in their meetings held for various purposes evaluates the performance of all the Directors, committees and the Board as a whole. The Board considers the recommendation made by Nomination and Remuneration Committee in regard to the evaluation of board members and also tries to discharge its duties more effectively. Each Board members contribution, their participation was evaluated and the domain knowledge they bring. They also evaluated the manner in which the information flows between the Board and the Management and the manner in which the board papers and other documents are prepared and furnished.

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

During the year under review, there are no significant and material orders passed by the regulators or courts or tribunals impacting the going concerns status and Companys operations in future.

18. Material changes and commitments, if any, 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 the report

There are 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 and the date of report.

19. Postal Ballot

During the year, pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 (including any statutory amendment(s) or re-enactment(s) made thereunder), your Company passed the following resolution through postal ballot as per the details below:

Date of Postal ballot Notice: February 09, 2023 Date of declaration of result: Saturday, March 18, 2023 Voting period: Thursday, February16, 2023 to Friday March 17, 2023 Date of approval: Friday March 17, 2023

Description of Resolution	Type of Resolution	No. of votes polled	No. of votes casted in favour		No. of votes casted against
Authorizing board to grant loans and advances under section 185 of the companies act, 2013 to entity in whom director/sis/are interested	Special Resolution	11327200	11325600	99.99%	1600	0.01%
Authorizing board to grant loans and advances undersection 185 of the companies act, 2013 to entity in whomdirector/s is/are interested	Special Resolution	11327200	11325600	99.99%	1600	0.01%

Synopsys of Resolution Passed through Postal Ballot Resolution No. 1

The shareholders of the Company authorise board of Directors to making of loan(s) including loan represented by way of Book Debt (the "Loan") to, and/or giving of guarantee(s), and/ or providing of security(ies) in connection with any Loan taken/ to be taken by M/s.Pashupati Texspin Export LLP (Formerly knownas M/s. Shree Pashupati Fabric LLP)being entity covered under the category of a person in whom any of the director of the company is interested as specified in the explanation to Sub-section 2 of the Section 185 of the Company Act 2013 of an aggregate outstanding amount not exceeding 250 Crores (Rupees Two Hundred Fifty Crores only)at any point in time.

Resolution No. 4

The shareholders of the Company authorise board of Directors to for making of loan(s) including loan represented by way of Book Debt(the "Loan") to, and/or giving of guarantee(s), and/ or providing of security(ies) in connectionwith any Loan taken/ to be taken by M/s.Sarjak InfraLLP being entity covered under the category of a person in whom any of the director of the company is interested as specified in the explanation to subsection 2 of the said Section, of an aggregate outstanding amount notexceeding 25 Crores (Rupees Twenty-Five Crores only) at any point in time

20. Auditors

1. Statutory Auditors:

M/s. Mahendra N. Shah & Co., Chartered Accountants, the Statutory Auditors of the Company, were appointed at the 01st Annual General Meeting held on 17th September, 2018 to hold office for a period of 5 (Five) years i.e. from the conclusion of 01st (First) Annual General Meeting (AGM) till the conclusion of 06th (Six) Annual General Meeting to be held in the year 2023 at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors.

M/s. Mahendra N. Shah & Co., Chartered Accountants, was appointed as auditor of the Company to hold office till the conclusion of the 06th (Sixth) Annual General Meeting to be held in the calendar year 2023. The Board of Directors of Company has recommended their appointment as statutory auditor of the company for an another period of 5 (Five) years i.e. from 06th Annual General Meeting to 11thAnnual General Meeting of the Company to be held in the year 2028 at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors.

The consent of M/s. Mahendra N. Shah & Co., Chartered Accountants along with the certificate under Section 139 of the Act has been obtained to the effect that their appointment, if made, shall be in accordance with the prescribed conditions and that they are eligible to hold the office of the Auditors of the Company.

In accordance with the Companies Amendment Act, 2017, enforced on 7thMay 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

There are no qualifications, reservations or adverse remarks made by M/s. Mahendra N. Shah & Co., Chartered Accountants, the Statutory Auditors of the Company, in their report.

2. Cost Auditors:

Pursuant to provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 framed thereunder and the Cost Audit orders issued from time to time, the Board of Directors has appointed M/s. Ashish Bhavsar& Associates, Cost Accountants (FRN: 000387) as a Cost Auditors to conduct the audit of cost records of the Company. The Company has received consent from M/s. Ashish Bhavsar& Associates, Cost Accountants, to act as the Cost Auditor for conducting audit of the cost records for the Company along with a certificate confirming their independence and arms length relationship.

The Ordinary Resolution seeking approval from members for remuneration payable to the said Cost Auditor forms a part of the Notice of this Annual General Meeting.

3. Secretarial Auditor:

Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s. Khandelwal Devesh& Associates, Practicing Company Secretaries, Ahmedabad to conduct Secretarial Audit of the Company. The secretarial audit of the Company has been conducted on a concurrent basis in respect of the matters as set out in the said rules and Secretarial Audit Report given by M/s. Khandelwal Devesh & Associates, Practicing Company Secretaries, Secretarial Auditor of the Company forms part of this report and is marked as "Annexure-B"

The said report contains observation or qualification certain observation and qualification which are mentioned here in under:

Qualification	Explanation
The Company failed to comply with the provisions of Regulation 3(5) and 3(6) of SEBI (PIT) Regulations, 2015 related to Structured Digital Database (SDD). The Company had maintained all the entries as per the prescribed regulations into Excel format and hence is tamper able in nature.	The Board of Directors of the Company would like to clarify that the management clarified that the Company had installed the software but initially the entries were maintained into Excel Format and to maintain its non-tamper able nature, we strictly implemented the Password of File.

The Board, at its meeting held on 28thMay2022, has re-appointed M/s. Khandelwal Devesh& Associates, Company Secretaries,

as Secretarial Auditor, for conducting Secretarial Audit of the Company for FY 2022-23 and FY 2023-24.

4. Reporting of frauds by Auditors:

During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditor have not reported any instances of fraud committed against your Company by its officers or employees to the Audit Committee or the Board, under Section 143(12) of the Act.

21. Personnel

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Report and marked as "Annexure-C". No employee of the Company was in receipt of the remuneration exceeding the limits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

22. Managements Discussion and Analysis Report

The Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of the Listing Regulations is given as "Annexure-D" to this report.

23. State of The Companys Affairs

The state of the Company affairs forms an integral part of Management Discussion and Analysis Report is furnished in "Annexure-D" and is attached to the report.

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

A. CONSERVATION OF ENERGY:

A statement containing the necessary information required under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are given as "Annexure- E"to this report.

B. TECHNOLOGY ABSORPTION:

i. the efforts made towards technology absorption: None

ii. the benefits derived like product improvement, cost reduction, product development or import substitution: None

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

a) the details of technology imported: None

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:N.A.

e) the expenditure incurred on Research and Development: Nil

C. Foreign exchange Earnings & Outgo

• Foreign Exchange Earning: Nil

• Foreign Exchange Outgo: 51.59/- Lacs

25. Particulars of contracts or arrangements with related parties:

All related party transactions which were entered into during the financial year were on an arms length basis and in the ordinary course of business.

The details of related party transactions are annexed to this Board Report in Form AOC-2 and marked as "Annexure - F" to this report.

26. Statement regarding the development and implementation of Risk Management Policy

The Company has not developed and implemented any risk management policy as the risk threatening the business activity carried out by the Company during the year are minimal.

27. Board Evaluation

The Board carried out an annual performance evaluation of its own performance, the performance of the Independent Directors individually as well as the evaluation of the working of the Committees of the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors.

28. Adequacy of Internal Financial Control

The Company has designed and implemented a process driven framework for Internal Financial Controls (IFC) within the meaning of the explanation to Section 134(5)(e) of the Act. For the year ended March 31, 2023, the Board is of the opinion that the Company has sound IFC commensurate with the nature and size of its business operations and operating effectively and no material weaknesses exist. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and / or improved controls wherever the effect of such gaps would have a material effect on the Companys operations.

During the year, no reportable material weakness was observed.

29. Directors Responsibility Statement

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

a) In the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards have 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 were 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 and loss of the Company for that period under review.

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 had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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.

30. Listing

The Equity shares of the Company are listed on SME platform of NSE (NSE EMERGE) and the Company has paid the annual listing fees for the year 2023-24.

31. Prevention of Sexual Harassment at Workplace

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment.

Your Directors declared and confirm that, during the year under review, there is no case filed under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

32. Vigil Mechanism

The Company believes in the conduct of its affairs in a fair and transparent manner to foster professionalism, honesty, integrity and ethical behaviour in its employees & stakeholders. The Company has adopted a Whistle Blower Policy as a part of vigil mechanism.

Also, the Code of Business Conduct (Code) lays down important corporate ethical practices that shape the Companys value system and business functions and represents cherished values of the Company.

33. Human resources

Your company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the companys vision. Your company appreciates the spirit of its dedicated employees.

34. Corporate Governance

Your Company has been complying with the principals of good Corporate Governance over the years and is committed to the highest standards of compliance. Pursuant to regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and Para C, D and E of schedule V shall not apply to the listed entity which has listed its specified securities on the SME Exchange.

Therefore, the Corporate Governance Report is not applicable on the Company and therefore not provided by the Board.

35. Declaration from Independent Directors and Independent Directors Meeting

All the Independent Directors of the Company have given their declarations stating that they meet the criteria of independence as prescribed under the Section 149(6) of the Companies Act, 2013 read with the rules made there under and read with Regulation 16(1)(b) of the Listing Regulations in the opinion of the Board, the Independent Directors meet the said criteria.

The Independent Directors met on November 13, 2023, to discuss the performance evaluation of the Board, Committees, Chairman and the individual Directors.

The Independent Directors reviewed the performance of the non-independent Directors and Board as a whole. The Performance of the Chairman taking into account the views of Executive Directors and non-executive Directors and assessed the quality, quantity and timeline of flow of inform action between Company management and Board.

36. Secretarial Standards

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

37. The details application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016:

During the financial year ended on March 31, 2023, there is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against the Company.

38. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reason thereof:

Not applicable during the year under review.

39. Acknowledgement

Your directors take this opportunity to express their sincere appreciation to the shareholders, customers, bankers, suppliers and other business associates for the excellent support and cooperation extended by them.

Your directors gratefully acknowledge the ongoing co-operation and support provided by the Central and State Governments, Stock Exchanges, SEBI, RBI and other Regulatory Bodies.

	By Order of the Board of Directors
	For, PASHUPATI COTSPIN LIMITED
	SD/-
	Saurin Jagdish Bhai Parikh
Date: 06/09/2023	Chairman & Managing Director
Place: Ahmedabad	DIN: 02136530