Piccadily Sugar & Allied Inds Ltd Directors Report

*Profit on the sale of Fixed Assets

A) Patran (Punjab): The distillery unit has produced 5062 cases of Punjab Medium Liquor (PML) consisting of 50 degree & 65 degree. The unit has also produced 3251 boxes of Indian made foreign Liquor (IMFL) consisting of 3251 boxes of Whistler whisky. The unit has achieved a turnover of 101.80 Lacs during the year.

Bawal (Haryana) The distillery unit has produced 86606 cases of Country Liquor & has made a turnover of 381.90 Lacs.

B) Sugar Mill

Sugar Mill did not commence the crushing operations during the season 2023-24, due to adverse conditions prevailing in the entire area. Low recovery of sugar & steep increase in the prices of sugarcane rendered the prices of finished sugar un- remunerative. There is a other income of Rs. 19.91 Lacs during the year.

C) Expansion Plan

The ethanol project for enhancement and augmentation of the existing distillery of the company at Patran from 40 KLPD to 105 KLPD. The progress of implementation of the project is as per schedule. All the major machinery has been ordered and implementation is underway.

The expected Commercial Operation of the project is in the last quarter of 2024.

During year under review the total income of the Company is Rs. 622.13 lacs with a Profit/Loss before Tax (PBT) of Rs.(204.96)lacs against the income of 2179.71 lacs and loss before Tax of Rs. (286.51) lacs in the previous year.

Your Company has suffered losses due to intense competition in the Liqour market. However company is devising new policies to increase the margin of profit & revenue of the company.

Your Directors have not recommended any dividend on the equity shares for the financial year ended March 31^st, 2024 due to accumulated Losses.

The paid up Equity Share Capital as at March 31, 2024 stood at Rs. 2325.45 lacs consisting of 23254527 equity shares of Rs.10/- each .During the year under review, the company has not allotted shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants.

During the year company have no subsidiary company. Details of the subsidiary/associate company are provided in AOC-1 annexed in Annexure-C.

All the Independent Directors (IDs) have provided declaration u/s 149(6) of the Act and Regulation 16(1) of the SEBI (LODR) Regulations, 2015, confirming that they meet the criteria of independence as laid down under the said Section/ Regulation. The Directors also confirm that they are not disqualified to be appointed as Directors and they have not been debarred by SEBI to hold the office of Director.

(b) Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Naveen Pawar (DIN: 09691282) Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible for re-appointment.

(c) Appointment/Re-appointment/ Cessation of Directors

Sh. Naveen Pawar re-appointed as Whole -Time Director of the Company w.e.f 30^th July 2024 for a period of one year subject to the approval of shareholders in the forthcoming Annual General Meeting.

Ms. Avneet Kaur (Din No 09479099) was appointed as Non-Executive Additional Non- Independent Director of the Company with effect from 02.07.2024 subject to the approval of shareholders in the forthcoming Annual General Meeting.

Ms. Ramneek Kaur (DIN: 10083512) was appointed as a Non-Executive Additional Independent Director of the Company with effect from 02.07.2024 subject to the approval of shareholders in the forthcoming Annual General Meeting.

Mr. Akhil Dada (DIN: 02321706) was appointed as a Non-Executive Additional Independent Director of the Company with effect from 02.07.2024 subject to the approval of shareholders in the forthcoming Annual General Meeting.

Ms. Madhu Sharma , Director (Din 7149078) has resigned due to her personal reasons on 02/07/2024.

(d) Number of meetings of Board of Directors

During the year under review 6 (six) meetings of the Board of Directors were held to transact the business of the company. The time gap between the two consecutive meetings was not exceeding 120 days. Details of the Board meetings including attendance of Directors at these meetings are provided in the Corporate Governance Report annexed to this report.

(e) Board Evaluation

The Board has carried out an annual evaluation of its own performance, performance of its committees, and individual Directors as required under the provisions of the Act and the Corporate Governance requirements as prescribed by SEBI (LODR) Regulations 2015

(f) Details of Familiarization Programme

The details of the programmes for familiarization of independent directors with the company, their roles, rights, responsibilities in the company, nature of industry in which the company operates and related matters are posted on the website of the company at www.psailpatran.com

(g) Committees of Board

Pursuant to requirement under Companies Act , 2013 & Listing Regulations the Board has constituted the following committees

a) Audit Committee b) Stakeholder Relationship Committee. c) Nomination & Remuneration Committee d) Corporate Social Responsibility Committee

The details of committees viz composition , number of meeting held & attendance of committee members in the meeting are given in Corporate Governance Report forming part of Annual Report.

(h) Key Managerial Personnel

*Resigned on 19.09.2023

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or board under section 143(12) of act and rules framed there under.

The state of affairs of the company is presented as part of Management Discussion and Analysis Report in a separate section forming part of this report, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015.

There are no material changes affecting the financial position of the company subsequent to the close of the financial year 2023-24 till the date of report.

10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the regulators or Courts or Tribunal which would impact the going concern status of the company and its future operation. However, Members attention is drawn to the statement on Contingent Liabilities and commitments in the notes forming part of the financial statement.

11. DEPOSITS

Your company has not accepted any deposits from the public during the year. Further there is not any non-compliance of Chapter 5 of Companies, Act 2013 and rules framed there under.

12. LISTING WITH STOCK EXCHANGE

The Companys Share continues to be listed at the BSE Limited (BSE). The Annual Listing fee the financial year 2024-25 has already been paid.

13. POLICY ON DIRECTORS APPOINTMENT & REMUNERATION

The Company has adopted a Remuneration Policy for executive and non-executive directors and persons who are appointed in Senior Management and Key Managerial positions and to determine their remuneration. The remuneration policy is placed on the Companys website.

14. AUDITORS & AUDIT REPORT

a. Statutory Auditors

M/s Jain & Associates, Chartered Accountants, Chandigarh the Statutory Auditors of the company were appointed by the members at the 29^th Annual General meeting of the company for an initial term of 5 years i.e. from the conclusion of 29^th Annual General Meeting till the conclusion of 34^th Annual General meeting of the company pursuant to section 139 of the Companies Act, 2013.They have confirmed that they are not disqualified from continuing as Auditors of the company.

The Auditors Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark. The Notes on Financial statements referred to in the Auditors report are self-explanatory and do not call any further comments.

b. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 the Board has appointed Mr. Prince Chadha, Practicing Company Secretary as Secretarial Auditors of your company for the financial year 2024-25.

The Secretarial Audit report for the financial year 2023-24 is annexed to this report as "Annexure-A"

The Secretarial Auditors report does not contain any qualification, reservation or any adverse remark.

17. AMOUNT PROPOSED TO BE CARRIED TO RESERVES

Particulars of the amount proposed to be carried to reserves have been covered as part of the financial performance of the company.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

AND OUTGO:

As required under Section 134 (3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules 2014, the information relating to the conservation of the energy, technology absorption and foreign exchange earnings and outgo, is annexed and forms part of the report as per "Annexure-B".

19. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Board has framed a Policy on related party transactions and placed the same on the Companys website. The related party transactions between the Company and the Directors, Key Management Personnel, or the relatives have been disclosed in the financial statements in Notes to Financial Statements and compliance of Section 188(1) of the Companies Act, 2013 have been duly made wherever applicable.

Details of material contracts or arrangements at arms length basis are at Annexure-D.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements, and however there is no transaction during the year.

21. INTERNAL CONTROLS

The Audit Committee actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Management Information System of the Company is an integral part of the control mechanism.

The Audit Committee, Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and the corrective actions taken.

Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Auditor has an access to the Chairman of the Audit Committee.

22. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the company.

23. EXTRACT OF ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the Annual Return for FY 2023-24 is uploaded on the website of the Company and the same is available at www.psailpatran.com.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE-CSR REPORT

The expenditure on the Corporate Social Responsibility is not applicable on the company as there are no average profits as provided u/s 135 of Companies Act 2013 during the last three preceding years.

25. ENVIRONMENT / POLLUTION CONTROL, HEALTH AND SAFETY:

A clean environment and safe operations has always been top priority of the management. Safety of all employees, compliances of environmental regulations and preservation of natural resources are regularly monitored. The effluent and emissions from the plants are regularly monitored and treated.

26. CEO/CFO CERTIFICATION:

In terms of the SEBI (Listing Obligation And Disclosures Requirements) 2015, the Certificate duly signed by Mr. Naveen Pawar, Whole-Time Director and Mr. Rajesh Kaushik, Chief Financial Officer (CFO) of the Company was placed before the Board of Directors along with the annual financial statements for the year ended on March 31, 2024, at its meeting held on 22/04/2024. The said Certificate is also annexed to the Corporate Governance Report

27. MANAGEMENT DISCUSSION AND ANALYSIS & CORPORATE GOVERNANCE& POLICIES

Pursuant to regulation 34 (3) of SEBI (Listing Obligation And Disclosure Requirements) 2015.Management discussion and Analysis, Corporate Governance Report and Auditors certificate regarding compliance of conditions of corporate governance are made part of the Annual Report as per "Annexure-F".

Your board has in accordance with the requirements of Companies Act 2013 & SEBI (Listing obligation and disclosures requirement) 2015 has adopted policies such as Related Party Transaction, Corporate Social Responsibility Policy, Whistle Blower , Vigil Mechanism policy etc. These policies are available on the website of the company and can be viewed on www.psailpatran.com.

Your board has in accordance with the requirements of Companies Act 2013 &SEBI (Listing obligation and disclosure requirements) 2015, has formed Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Audit Committee& Stakeholders relationship Committee is given in "Annexure-F".

28. WHISTLE BLOWER / VIGIL MECHANISM POLICY

Whistle Blower / Vigil Mechanism policy regulation 22 of the Listing regulations and sub section (9 & 10) of section 177 read with rule 7 of the companies (Meetings of Board & its powers) Rules, 2014, inter-alia, provides, for all listed companies to establish a Whistle Mechanism called "whistle blower policy" for Directors & employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the companys code of conduct or ethics policy.

As a conscious & vigilant organization, the company believes in the conduct of the affairs of it constituents in a fair & transparent manner, by adopting the highest standards of professionalism, honesty, integrity & ethical behavior. In its endeavor to provide its employee a secure & fearless working environment, the company has established the ‘Whistle Blower Policy‘.

Piccadily Sugar & Allied Industries Limited

The Whistle Blower Policy and establishment of Vigil Mechanism have been appropriately communicated with in the company. The purpose of the policy is to create a fearless environment for the Directors & employees to report any instance of unethical behavior, actual or suspected fraud or violation of the companys code of conduct or ethics policy. It protects Directors & employees wishing raise a concern about serious irregularities within the company.

During the year, the company has not received any complaint under Vigil mechanism / whistle blower policy.

29. INSURANCE

The Company has taken adequate Insurance policies for its assets against the possible risks like fire, flood, public liability, marine etc.

30. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION

AND REDRESSED ACT 2013)

Your company is committed in creating & maintaining a secured work environment where is its employees, agents vendors & partners can work and pursue business together in an atmosphere free of harassment, exploitation & intimidation. To empower women & protect woman against sexual harassment a policy for prevention of sexual harassment had been rolled out & internal complaints committee as per legal guidelines had been setup. This policy allows employees to report sexual harassment at the work place. The internal committee is empowered to look into all complaints of sexual harassment& facilitate free & fair enquiry process with clear timelines .The policy on prevention of sexual harassment is also posted on the website of the company.

During the year ended 31^st March 2024, no complaints pertaining to sexual harassment was received by the company.

31. EMPLOYEES AND INDUSTRIAL RELATIONS

The Board of Directors and the Management are extremely thankful to all the employees for their commitment, competence and dedication in the affairs of the Company. The relation between the management and employees are transparent, healthy and cordial.

The Board of Directors are pleased and place on record its appreciation for all categories of employees for their sincere efforts and the sense of belongingness and commitment towards the Company.

Further, particulars of employees pursuant to Rule 5(2) & (3) of the above Rules, form part of this Report. However, in terms of provisions of Section 136 of the Act, the Report and Accounts are being sent to all the Members of the Company and others entitled thereto, excluding the said particulars of employees. The said information is available for inspection at the Registered Office of the Company during business hours on working days up to the ensuing AGM. Any Member interested in obtaining such particulars may write to the Company Secretary.

32. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134 (3) (c) and section 134(5) of the Companies Act 2013, your Directors hereby report that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) The Directors had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable & prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit & Loss of the Company for the said 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 Account ongoing concern basis. e) The Directors in the case of a listed company have 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.

33. INSOLVENCY AND BANKRUPTCY CODE UPDATE

No application has been made / No proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

34. VALUATION FOR ONE TIME SETTLEMENT WITH BANK AND FINANCIAL INSTITUTION:

The Company has not made any valuation for one-time settlement with banks and financial Institution. Hence, there is no reason for elaboration on the said aspect.

35. APPRECIATION