Pashupati Cotspin Ltd Directors Report

DIRECTORS REPORT

Dear Members,

Your directors take pleasure in presenting the 07^th Annual Report on business and operations along with Audited Financial Statements and the Auditors report of your Company for the financial year ended 31^st March, 2024.

1. Financial Results

Financial Performance of the company for the year ended 31st March 2024 is summarized as below:

	(Rs. in Lakh except EPS)
Particulars for the year ended	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
	(Standalone)	(Standalone)	(Consolidated)	(Consolidated)
Net revenue from Operations (Sales)	65837.68	44273.28	66067.98	44273.28
Profit Before Depreciation, Exceptional Item and Tax	2250.19	1481.67	2299.35	1481.66
Less: Depreciation	1133.02	867.64	1182.35	867.64
Profit Before Extra - ordinary Items and Tax	1117.17	614.03	1,117.00	614.02
Extra Ordinary Items	0.00	0.00	00	0.00
Profit Before Tax	1117.17	614.03	1,117.00	614.02
Tax Expense
- Current Tax	23.02	40.47	23.02	40.47
Less: MAT Credit Receivable	0.00	0.00	0.00	0.00
- Deferred Tax	263.76	162.79	263.76	162.79
Profit After Tax	830.39	410.77	830.39	410.77
EPS (Basic) (In Rs.)	5.43	2.69	5.43	2.69
EPS (Diluted) (In Rs.)	5.43	2.69	5.43	2.69

2. Overview of Companys Financial Performance:

During the year under review, your Company has achieved a total net sale of Rs.65837.68 lacs(Standalone) and achieved Net Profit after Tax (NP) of Rs.830.39 lacs (Standalone). 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 Rs.15,50,00,000/- divided into 1,55,00,000 equity shares of Rs.10/- each.

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

a) Status of shares

As the members are aware, the Companys shares are compulsorily tradable in electronic form. As on March 31, 2024, 100.00% of theCompanys total paidupcapital 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 Rs.0.75 (Rupee Seventy-Five Paisa) (7.5%) per equity share of face value of Rs.10/- each for the financial year ended on 31stMarch, 2024 which shall be paid subject to approval of members at the ensuing 07thAnnual General Meeting.

The Final Dividend, subject to approval of Members at the Annual General Meeting on 30^th September 2024, 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 07thAGM 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 2023-24.

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 2023-24.

9. Subsidiary, Joint Ventures and Associate Companies:

A list of bodies corporate which are subsidiaries/associates/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 there under 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 Form AOC-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 12to 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 31^st March, 2024 is available on the website of the Company at https://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 29/05/2023,06/07/2023, 06/09/2023, 10/11/2023, 22/01/2024and 16/03/2024 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.SandipAshwinbhai Parikh	Non-Executive Director	Independent	6	6	Yes
Mrs.SheelaKirtankumar Roy	Non-Executive Director	Independent	6	6	Yes

II. Appointments:

During the year under review, no Director has been appointed by the Company.

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. Dakshesh Jayantilal Patel (DIN: 07859419), 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 07thAnnual 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.SandipAshwin Bhai Parikh	Independent Director	Chairman	05	05
Mrs.SheelaKirtankumar 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.

Terms of Reference

The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013 as applicable along with other terms as referred by the Board of Directors. The terms of reference of the Audit Committee are broadly as under:

• Oversight of the Companys Financial Reporting Process and the disclosure of its Financial Information to ensure that the Financial Statement is correct, sufficient and credible;

• Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company;

• Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors;

• Examination and reviewing, with the Management, the Annual Financial Statements and Auditors Report thereon

before submission to the Board for approval, with particular reference to:

i. Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of Section 134 (3)(c) of the Act;

ii. Changes, if any, in the Accounting Policies and Practices and reasons for the same;

iii. Major accounting entries involving estimates based on the exercise of judgment by Management;

iv. Significant adjustments made in the Financial Statements arising out of audit findings;

v. Compliance with listing and other legal requirements relating to Financial Statements;

vi. Disclosure of any Related Party Transactions;

vii. Qualifications in the draft Audit Report;

• Reviewing with the Management, the quarterly Financial Statements before submission to the Board for approval;

• Review and monitor the Auditors independence and performance and effectiveness of audit process;

• Approval or any subsequent modification of transactions of the Company with Related Parties;

• Scrutiny of Inter - Corporate Loans and Investments;

• Evaluations of Internal Financial Controls and Risk Management Systems;

• Reviewing with the Management, performance of Statutory and Internal Auditor and adequacy of the internal control systems;

• Reviewing the adequacy of internal audit function and discussion with Internal Auditors of any significant findings and follow up there on;

• Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is

suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

• Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

• To review the functioning of the Whistle Blower Mechanism;

• Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

• Oversight of the Listed entitys financial reporting process and the disclosure of its financial information to ensure that the Financial Statement is correct, sufficient and credible.

Five Audit Committee meetings were held during the year 2023-24 on 29/05/2023, 06/09/2023, 10/11/2023, 22/01/2024 and 16/03/2024.

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	05	05
Mr. Sandip Ashwin bhai Parikh	Independent Director	Member	05	05
Mr. Dakshesh Jayantilal Patel	Non-Executive Director	Member	05	05

Terms of reference:

The broad terms of reference of the Nomination and Remuneration Committee are as under:

• Determination and recommendation of criteria for appointment of Executive, Non-Executive and Independent Directors to the Board;

• Review and approval of compensation/remuneration payable to Senior Management Personnel, Relatives of Directors, Executive and Non-Executive Directors etc. and recommend to the Board for their approval;

• Succession planning for Board of Directors and Senior Management Employees;

• Identifying and selection of candidates for appointment of Directors/Independent Directors based on laid down criteria;

• Examination and evaluation of performance of the Board of Directors and Senior Management Personnel including Key Managerial Personnel based on criteria approved by the Board;

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.

Five Nomination and Remuneration Committee Meeting was held during the year 2023-24 on 29/05/2023, 06/09/2023, 10/11/2023, 22/01/2024 and 16/03/2024.

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.SheelaKirtan Kumar Roy	Independent Director	Chairman	05	05
Mr.Tushar Ramesh Chandra Trivedi	Whole Time Director	Member	05	05
Mr.Dakshesh Jayantilal Patel	Non-Executive Director	Member	05	05

The Stakeholders Relationship Committee looksinto 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.

Terms of reference:

• Transfer and transmission of shares held by shareholders in physical format;

• Shareholders Compliant viz non-receipt of dividend, annual report, shares after transfer, delays in transfer of shares etc.;

• Status of dematerialization/rematerialization of shares;

• Issue of duplicate share certificates;

• Monitor and Track redressal of Investor complaints;

• Oversee the performance of the Companys Registrar and Transfer Agents;

• Suggest measures for improvement upgrade the standard of services to investors from time to time;

• Carry out any other function as is referred by the board from time to time or enforced by any statutory modification/ amendment or modification as may be applicable;

Five meetings were held during the year 2023-24 on 29/05/2023, 06/09/2023, 10/11/2023, 22/01/2024 and 16/03/2024.

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.

As per the provisions of the Section 135 of the Companies Act, 2013 the Net Profit of the Company in FY 2022-23 was below the threshold limits therefore the Company was not under any statutory obligation to incur the CSR expenditure in FY 2023-24. and Accordingly the report on the CSR activities will not be be applicable to the Company for current reporting period.

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	02	02
Mrs.SheelaKirtan Kumar Roy	Independent Director	Member	02	02
Mr.TusharRamesh Chandra Trivedi	Whole Time Director	Member	02	02

Two meetings were held during the year 2023-24 on 06/09/2023 and

16/03/2024

15. Compliance Officer

Presently, Mr. Nisarg Dineshkumar Shah is 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. Auditors

1. Statutory Auditors:

M/s. Mahendra N. Shah & Co., Chartered Accountants, the Statutory Auditors of the Company, were reappointed at the 06thAnnual General Meeting held on 30thSeptember, 2023 to hold office for a period of 5 (Five) years i.e. from the conclusion of 06^th (sixth) Annual General Meeting (AGM) till the conclusion of 11^th (Six) Annual General Meeting 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.

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 Companyalong 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. KhandelwalDevesh& Associates, Practicing Company Secretaries, Secretarial Auditor of the Company forms part of this report and is marked as "Annexure-A".

The Secretarial Audit Report for the year ended on March 31, 2024 does not contain any qualifications, reservations or adverse remarks.

4. Internal Auditors:

M/s. Sandip Desai & Co., Practicing Chartered Accountants were appointed as an Internal Auditor for the F.Y. 2023-24.

5. Reporting of frauds by Auditors:

During the year under review, the Statutory Auditors has 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.

20. 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-B". 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.

21. 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-C"to this report.

22. 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-C" and is attached to the report.

23. 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-D"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: Rs. 57.71/- Lacs

24. 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 - E" to this report.

25. 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.

26. 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.

27. 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 31,2024, 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.

28. Directors Responsibility Statement:

I n 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, 2024, 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.

29. 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.

30. 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.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 with respect to Financial Year 2023-24 is as under:

a. Number of complaints pending at the beginning of the financial year - Nil

b. Number of complaints filed during the financial year - Nil

c. Number of complaints disposed of during the financial year - Nil

d. Number of complaints pending as on end of the financial year - Nil

31. Vigil Mechanism/ Whistle Blower Policy:

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.

During the financial year ended March 31, 2024, no Whistle Blower complaints were received from the employees and Directors of the Company. Further, no employee or Director was denied access to the Audit Committee or its Chairman

32. 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.

33. 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.

34. VARIOUS POLICIES OF THE COMPANY

In accordance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015and the Companies Act, 2013 the Company has formulated, implemented various policies. All such Policies are available on Companys website www.pashupaticotspin. comunder the Company Information sub-caption of the Investor Caption. The policies are reviewed periodically by the Board and updated based on need and requirements

35. CODE FOR PREVENTION OF INSIDER TRADING:

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives ("Code") as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in the Companys shares and sharing Unpublished Price Sensitive Information ("UPSI").

The Code covers Companys obligation to maintain a structured digital database ("SDD"), mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. To increase awareness on the prevention of insider trading in the organisation and to help the Designated Persons to identify and fulfill their obligations, regular trainings have been imparted to all designated persons by the Company

36. 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.

37. Secretarial Standards

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

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

During the financial year ended on March 31, 2024, there is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against the Company.

39. 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.

40. 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: 07/09/2024	Chairman & Managing Director
Place: Ahmedabad	(DIN: 02136530)