To
The Shareholders of the Company,
Your Directors are pleased to present this 31st Annual
Report together with the Audited Annual Financial Statementsfor the year ended March
31,2024.
1. FINANCIAL HIGHLIGHTS- AT A GLANCE
Overall Performance of your Company
The Financial Year 2023-24 had been fortunate enough for the Company as
your Company has shown a prodigious performance during the year under review. The net
Profits of your Company had gone up from Rs. 5,52,17,951.88/- in the Financial Year
2022-2023 to Rs. 5,96,48,650.75/- in the Financial Year 2023-24 on standalone
basis.
The financial summary, performance highlights operations/state of
affair of your Company for the year ended 31st March, 2024 along with the
previous year's figures are summarized below:
Amount(In Rupees)
| PARTICULARS |
Standalone |
Consolidated |
|
Year ended 31st March, 2024 |
Year ended 31st March, 2023 |
Year ended 31st March, 2024 |
Year ended 31st March, 2023 |
| Income from Business Operations |
2,03,06,44,251.84 |
1,72,55,05,625.89 |
2033852841.39 |
1725505625.89 |
| Other Income |
51,00,641.56 |
45,66,261.02 |
5100641.56 |
4566261.02 |
| Total Income |
2,03,57,44,893.40 |
1,73,00,71,886.91 |
2038953482.95 |
1730071886.91 |
| Less: Expenditure except Depreciation |
1,92,01,05,409.31 |
1,62,70,71,007.77 |
1,91,96,70,008.42 |
1,62,70,71,007.77 |
| Profit/Loss before Depreciation and Tax |
11,56,39,484.09 |
10,30,00,879.14 |
11,92,83,474.53 |
10,30,00,879.14 |
| Less: Depreciation |
3,39,28,691.82 |
3,05,15,735.51 |
3,52,03,366.82 |
3,05,15,735.51 |
| Profit/Loss before exceptional items and Tax |
8,17,10,792.27 |
7,24,85,143.63 |
8,40,80,107.71 |
7,24,85,143.63 |
| Profit on sale of Fixed Assets |
(5,92,048.10) |
(18,592.40) |
-5,92,048.10 |
18,592.40 |
| CSR Expenditure |
13,27,764.00 |
1,09,330.00 |
13,27,764.00 |
1,09,330.00 |
| Profit/Loss before Tax |
8,09,75,076.37 |
7,23,94,406.03 |
83344391.81 |
72394406.03 |
| Less: Tax Expense |
1,87,08,273.27 |
1,76,80,392.00 |
1,94,78,138.17 |
1,76,80,392.00 |
| Add: Deferred Tax Asset |
17,33,655.39 |
-7,08,878.00 |
26,15,516.89 |
-7,08,878.00 |
| Add: MAT Credit Entitlement |
0.00 |
0.00 |
0 |
0 |
| Less: Prior Period Taxes |
8,84,496.96 |
2,04,940.15 |
9,06,705.96 |
2,04,940.15 |
| Net Profit/Loss after tax |
5,96,48,650.75 |
5,52,17,951.88 |
6,03,44,030.79 |
5,52,17,951.88 |
| Add: Other Comprehensive Income |
0.00 |
0.00 |
0 |
0 |
| Net Profit/Loss for the period |
5,96,48,650.75 |
5,52,17,951.88 |
6,03,44,030.79 |
5,52,17,951.88 |
| Earnings per share: |
|
|
|
|
| Basic |
19.88 |
18.40 |
20.11 |
18.40 |
| Diluted |
19.88 |
18.40 |
20.11 |
18.40 |
RESULTS OF OPERATIONS & STATE OF COMPANY'S AFFAIRS UNDER
SECTION 134(3)(i) OF THE COMPANIES
ACT. 2013
During the year under review, Total Income of the company was Rs.2.03.57.44.893.40/-
as compared to Rs. 1.73.00.71.886.91/-of last financial year on standalone
basis. Profit Before Tax (PBT) for the period was Rs.8.09.75.076.37 /- as compared
to Rs. 7.23.94.406.03/-of last fiscal year 2022-23 on standalone basis. Profit
After Tax (PAT) increased to Rs.5.96.48.650.75/- as compared to Rs.
5.52.17.951.88/- of last fiscal and Earning per share(EPS) increased to Rs.19.88 as
compared to Rs. 18.40 of last financial year on standalone basis.
Total Income of the company was Rs. 2033852841.39/- as compared
to Rs. 1.73.00.71.886.91/-of last financial year on Consolidated basis. Profit
Before Tax (PBT) for the period was Rs. 83344391.81 /- as compared to Rs.
7.23.94.406.03/-of last fiscal year 2022-23 on Consolidated basis. Profit After Tax
(PAT) increased to Rs. 6.03.44.030.79/- as compared to Rs. 5.52.17.951.88/- of
last fiscal and Earning per share(EPS) increased to Rs.20.11 as compared to Rs.
18.40 of last financial year on Consolidated basis.
DIVIDEND UNDER SECTION 134(3)(k) OF THE COMPANIES ACT. 2013
Your company has made profits for the year under review; but in order
to conserve the resources, the Board of Directors of the Company has not recommended any
Dividend on Equity Shares for the year under review.
INDIAN ACCOUNTING STANDARDS
As per the requirements of notification dated 16th February,
2015, issued by the Ministry of Corporate Affairs (MCA), Financial Statements of the
Company for the Financial Year 2023-24 have been prepared as per IND- AS.
TRANSFER TO RESERVE UNDER SECTION 134(3Hi) OF THE COMPANIES ACT. 2013
The Board proposes no amount to transfer to the reserves and no amount
is proposed to be retained in surplus. SHARE CAPITAL
During the year under report, there was no change in the Authorized and
Paid-up Share Capital of the Company. As at 31st March, 2024, the Authorized Share Capital
of the Company was Rs.3,50,00,000/- consisting of 35,00,000 Equity Share of Rs.10/- each.
The Paid-up Share Capital of the Company as on 31st March, 2024 was Rs.
3,00,11,000/ - consisting of 30,01,100 Equity Share of Rs. 10/- each and during the year
under report, your Company has not issued any shares under any employee stock option
schemes, sweat equity shares or any equity shares with differential rights, as to
dividend, voting or otherwise. Further, the Company has not bought back its own
securities, during the year under the report.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND
Since there was no unpaid/unclaimed Dividend as company has not
declared any dividend in the past, so the provisions of Section 125 of the Companies Act,
2013 do not apply on the Company.
PUBLIC DEPOSITS
During the year under review, the Company has not accepted/renewed any
public deposits in terms of Section 73 of the Companies Act, 2013read with Companies
(Acceptance of Deposits) Rules, 2014 and as such, no amount of principal or interest was
outstanding as of the Balance Sheet date. There were no unclaimed deposits at the end of
Financial Year i.e. 31st March, 2024.
SUBSIDIARY / ASSOCIATE/ JOINT VENTURES COMPANIES OF THE COMPANY
During the financial year ended 2023-24, the Company had made a
strategic investment of approximately Rs. 2,55,39,780/- (Rupees Two Crores Fifty five Lakh
Thirty Nine thousand Seven hundred eighty only) in Harappa
Textile Mills Private Limited and subscribed to its equity shares
equivalent to 99.96% of the issued and paid-up equity capital of Harappa Textile Mills
Private Limited.
Accordingly, during the financial year ended 2023-24, Company has one
subsidiary namely Harappa Textile Mills Private Limited within the meaning of Section
2(87) of the Companies Act, 2013 ("Act") and there are no associates or joint
venture companies within the meaning of Section 2(6) of the Companies Act, 2013
("Act").
Pursuant to the provisions of Section 129(3) of the Act, a statement
containing the salient features of financial statements of the Company's subsidiary
are mentioned in Form AOC-1 and is annexed herewith as "Annexure-I" and
forms part of this Report.
REVISION OF FINANCIAL STATEMENT
There was no revision of the financial statements of the company, for
the year under review.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as
stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, is presented as attachment of this in a separate section of thisBoard
Report.
CHANGE IN DIRECTORS /KEY MANAGERIAL PERSONNEL DURING THE YEAR
The details about the changes in Directors or Key Managerial Personnel
by way of Appointment, Re- designation, Resignation, Death, Dis-qualification, variation
made or withdrawn etc. during the year under review are as follows:
| Sr. No Name |
Designation |
Appointment |
Cessation |
| 1 Ms. Arvinder Kaur (DIN: 08344323) |
Independent Director (Category:
Non-Executive) |
01.02.2019 |
05.10.2023 |
| 2 Mr. Puneet Singh Taneja (DIN: 08344324) |
Independent Director (Category:
Non-Executive) |
01.02.2019 |
05.10.2023 |
| 3 Mr. Khushvinder Bir Singh (DIN: 08863504) |
Independent Director
(Category:Non-Executive) |
Appointed w.e.f. 21st June, 2023 and
regularized at AGM held on 20th September, 2023 |
|
| 4 Ms. Priya Begana (DIN:07706647) |
Independent Director
(Category:Non-Executive) |
Appointed w.e.f. 21st June, 2023 and
regularized at AGM held on 20th September, 2023 |
|
Notes:
* Ms. Honey Agarwal, Company Secretary & Compliance Officer of the
Company (Resigned w.e.f. 04th June, 2024) i.e., after the closure of Financial Year
2023-24.
** Mr. Jatinder Pal Singh (DIN: 01661864) was re-appointed as an Whole
Time Director (Category: Executive Director) based on the recommendation of the Nomination
& Remuneration Committee and simultaneously approved by the Board of Directors of the
Company in their meeting held on 30.08.2024 for a term of five consecutive years
commencing w.e.f. September 01, 2024 up to August 30, 2027 shareholders' approval at
the ensuing Annual General Meeting (AGM) to be held on 30.09.2024.
** Ms. Harinder Kaur (DIN: 08407151) was re-appointed as an Whole Time
Director (Category: Executive Director) based on the recommendation of the Nomination
& Remuneration Committee and simultaneously approved by the Board of Directors of the
Company in their meeting held on 30.08.2024 for a term of five consecutive years
commencing w.e.f. September 30, 2024 up to September 29, 2029 subject to
shareholders' approval at the ensuing Annual General Meeting (AGM) to be held on
30.09.2024.
Further during the year under review, no other changes took place in
the composition of the Board of Directors of the Company. The composition of the Board of
Directors of the Company is in compliance with the applicable norms.
Opinion of the Board with regard to integrity, expertise and experience
(including the proficiency) of the independent directors appointed during the vear
No Independent Directors have been appointed on the Board of Directors
during the financial year 2023-24. Retirement bv Rotation
Pursuant to Section 149(13) of the Companies Act, 2013, the independent
directors are not liable to retire by rotation. Further Section 152(6) of the Companies
Act, 2013 stipulates that 2/3rd of the total number of directors of the public company
should be liable to retire by rotation and out of such directors, 1/3rd should retire by
rotation at every Annual General Meeting of the company.
Ms. Harinder Kaur (DIN: 08407151), Director will be retiring by
rotation at the ensuing Annual General Meeting and being eligible, offers herself for
re-appointment. The Board recommends her re-appointment to the Board of Directors of the
Company at the ensuing Annual General Meeting (AGM).
The details of Directors being recommendedfor appointment /
re-appointment asrequired under Regulation 36 of SEBI (ListingObligations and Disclosure
Requirements) Regulations, 2015 is contained in the accompanying Notice convening ensuing
Annual General Meeting of the Company. Appropriate Resolution(s) seeking
shareholders' approval are also included in the Notice.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION
149(6) OF COMPANIES ACT. 2013
All Independent Directors have given declarations under section
149(7)that they meet the criteria of Independence as laid down under section 149(6) of the
Companies Act, 2013 and Rules made thereunder to be read with SEBI (Listing Obligation
& Disclosure Requirement) Regulation, 2015.
ANNUAL RETURN UNDER SECTION 134(3)(a) OF THE COMPANIES ACT.2013
As required under Section 134(3)(a) of the Act, the Annual Return for
the financial year ended on 31st March 2024 in Form MGT-7 pursuant to section 92(3) of the
Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules,
2014 is put on the Company's website and can be accessed at https://
www.parmeshwarisilkmills.com/investor-desk/annual-return
NUMBER OF MEETINGS OF THE BOARD& COMMITTEES
During the financial year ended on March 31,2024, 14 (Fourteen)
Board Meetings were held. The dates on which the Board meetings were held are 24.04.2023,
28.04.2023, 04.05.2023, 29.05.2023. 21.06.2023, 20.07.2023,
25.07.2023, 02.08.2023, 21.08.2023, 11.10.2023, 12.10.2023, 08.11.2023,
02.01.2024 & 12.02.2024. The maximum interval between any two meetings didn't
exceed 120 days, as prescribed in the Companies Act, 2013.Further, details of the meetings
of the Board and its Committees are given in the Corporate Governance Report, which forms
part of the Annual Report.
Further, during the year, separate meetings of the Independent
Directors of the Company were held on October 11, 2023 and February 12, 2024 to discuss
and review the performance of all other non- independent Directors,
Chairperson of the Company and the Board as a whole and for reviewing
and assessing the matters as prescribed under Schedule IV of the Companies Act, 2013 and
under Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
AUDIT COMMITTEE
The Audit Committee of the Company is constituted in line with the
provisions of section 177 of the Companies Act, 2013 to be read with Regulation 18 of the
SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Audit
Committee of the Company comprises of Mr. Khushvinder Bir Singh (Chairperson), Mr.
Jatinder Pal Singh and Ms. Priya Begana as Members. During the year, all the
recommendations made by the Audit Committee were accepted by the Board.
The Composition of Audit Committee is given in the Corporate Governance
Report which forms the integral part of this Annual Report.
NOMINATION & REMUNERATION COMMITTEE
The Nomination & Remuneration Committee of the Company is
constituted in line with the provisions of Section 178 of the Companies Act, 2013 to be
read with Regulation 19 of the SEBI (Listing Obligation &Disclosure Requirement)
Regulation, 2015. The Nomination and Remuneration Committee of the Company comprises of
Mr. Khushvinder Bir Singh (Chairperson), Mr. Jatinder Pal Singh and Ms. Priya Begana as
Members.
The Composition of the Committee is given in the Corporate Governance
Report which forms the integral part of this Annual Report.
STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Stakeholders' Relationship Committee of the Company is
constituted in line with the provisions of section 178 of the Companies Act, 2013 to be
read with Regulation 20 of the SEBI (Listing Obligation & Disclosure Requirement)
Regulation, 2015. The Stakeholders' Relationship Committee of the Company comprises
of Mr. Khushvinder Bir Singh (Chairperson), Mr. Jatinder Pal Singh and Ms. Priya Begana as
Members.
The Composition of the Committee is given in the Corporate Governance
Report which forms the integral part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The constitution of Corporate Social Responsibility Committee of the
Company is constituted in line with the provisions of section 135 of the Companies Act,
2013 to be read with Rule 5 of The Companies (Corporate Social Responsibility Policy)
Rules, 2014 The Corporate Social Responsibility Committee of the Company comprises of Mr.
Jatinder Pal Singh (Chairperson), Mr. Khushvinder Bir Singh and Ms. Priya Begana as
Members.
The Composition of the Committee is given in the Corporate Governance
Report which forms the integral part of this Annual Report.
VIGIL MECHANISM
The Vigil Mechanism is part of Audit Committee of the Company, which is
constituted in line with the provisions of Section 177 of the Companies Act, 2013 to be
read with Regulation 18 & 22 of the SEBI (Listing Obligation& Disclosure
Requirement) Regulation, 2015.
BOARD ANNUAL EVALUATION UNDER SECTION 134(3Hp) OF THE COMPANIES ACT.
2013
The provisionsof Section 134(3)(p) of the Companies Act, 2013 read with
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that a
Formal Annual Evaluation is to be made by Board of its own performance and that of its
Committee and individual Directors. Schedule IV of the Companies Act, 2013 states that
performance evaluation of the Independent Director shall be done by Directors excluding
the Director being evaluated. The Board carried out a formal annual performance evaluation
as per the criteria/framework laid down by the Nomination & Remuneration Committee of
the company and adopted by the Board. The evaluation was carried out through a structured
evaluation process to judge the performance of individual Directors including the
Chairperson of the Board. They were evaluated on parameters such as their education,
knowledge, experience, expertise, skills, behavior, leadership qualities, level of
engagement & contribution, independence of judgment, decision making ability for
safeguarding the interest of the Company, stakeholders and its shareholders.
The performance evaluation of the Independent Directors was carried out
by the entire Board except the participation of concerned Independent Director whose
evaluation was to be done. The performance evaluation of the Chairperson and the Non
Independent Directors was carried out by the Independent Directors. The Board was
satisfied with the evaluation process and approved the evaluation results thereof.
STATUTORY AUDITOR & SECRETARIAL AUDITOR WITH THEIR QUALIFICATION.
RESERVATION OR ADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS
A. STATUTORY AUDITOR:
M/s. Montek S & Associates. Chartered Accountants. (Firm
Registration No. 020247N) were re-appointed as Statutory Auditors of the company at the 30th
Annual General Meeting (‘AGM') held on September 20, 2023, for a term of five
consecutive years i.e., from the conclusion of 30th AGM till the conclusion of
35th AGM of the Company to be held in the year 2028 pursuant to Section 139 of
the Companies Act, 2013.
Qualification(s) and Directors' comments on the report of
Statutory Auditor:
The Notes on financial statement referred to in the Auditors'
Report are self-explanatory and in the opinion of the Directors do not call for any
further comments. The Auditors' Report does not contain any qualification,
reservation, adverse remark or disclaimer.
B. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 179 and 204 of the Companies Act,
2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Board has appointed Mr. Parminder Singh Bathla (Membership No. FCS - 4391 &
CP No. - 2585) Proprietor of M/s P. S. Bathla & Associates. Practicing Company
Secretaries as Secretarial Auditor of the Company to conduct the secretarial audit of the
Company for the Financial Year 2023-24.
Secretarial Audit Report
The Secretarial Audit was conducted by Mr. Parminder Singh Bathla,
Company Secretary and the Secretarial Audit report thereon in Form MR-3 is annexed
herewith as "Annexure-II" and forms part of this Report.
Qualification(s) and Directors' comments on the report of
Secretarial Auditor:
Observations in the report are on the basis of facts and are
self-explanatory.
Annual Secretarial Compliance Report
Annual Secretarial Compliance Report for the year ended March 31,2024,
as per Regulation 24A of The SEBI (Listing Obligations And Disclosure Requirements)
Regulations, 2015 was obtained from M/s P. S. Bathla &
Associates, Secretarial Auditors and submitted to the stock
exchanges and is annexed herewith as "Annexure-lll " and forms part of this
Report.
C. INTERNAL AUDITOR
The Company had appointed Ms. Harinder Kaur as Internal
Auditor of the Company to carry out the Internal Audit Functions.
The Company has well established internal control system and procedures
and the same has been working effectively throughout the year.
D. COST AUDITOR
The Board of Directors, on the recommendation of Audit Committee of the
Company in their meeting held on 28th April, 2023 has re-appointed M/s. Pawan &
Associates, Cost Accountants (FRN: 101729) as Cost Auditor of the Company to conduct
audit of Cost Records maintained by the Company for the Financial Year 2023-24 in
accordance with Section 148 and the Companies (Cost Records and Audit) Rules, 2014 after
obtaining their consent and certificate under Section 139, 141 and 148 of the Companies
Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 where they have
confirmed their consent and eligibility to act as Cost Auditors of the Company.
Your Company has maintained cost records and accounts as specified by
the Central Government under sub- section (1) of Section 148 of the Companies Act, 2013
Cost Audit Report
There are no qualifications, reservations or adverse remarks made by
Cost Auditors in their Report for FY 2022-23. Further, the Cost Audit Report for the FY
2022-23 was duly filed and for the FY 2023-24 the Cost Audit Report is to be filed.
As required under the Act, a resolution seeking member's approval
for the remuneration payable to the Cost Auditor forms part of the Notice convening the
Annual General Meeting for their ratification.
REPORTING OF FRAUDS
There was no instance of fraud during the year underreview, which
required the Statutory Auditors to report to the Audit Committee and / or Board under
Section143(12) of Act and Rules framed thereunder.
PARTICULAR OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT. 2013
During the year, your Company has duly complied with the provisions of
Section 186 of the Companies Act, 2013. The particulars of Loan given, Corporate
Guarantees provided and Investment made by the Company during the year are as follows:
| Sr. No. Particulars of Loan given, Corporate
Guarantees and Investment made u/s 186 of the Companies Act, 2013 |
Amount (in Rs.) |
| 1. Strategic investment made in Harappa Textile Mills Private
Limited and subscribed to its equity shares equivalent to 99.96% of the issued and paid-up
equity capital |
2,55,39,780/- |
PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER
SECTION 188 OF THE COMPAIES ACT. 2013
During the financial year 2023-24, the Company has not entered into any
contracts/arrangements/ transactions with related parties which could be considered
material in accordance with the Company's Policy on Materiality of Related Party
Transactions. All the transactions made on arm's length basis are being reported in
Form No.AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 is annexed as "Annexure-IV" and forms part of
this Annual Report.
The Company presents a statement of all related party contracts /
arrangements or transactions entered into by the Company before the Audit Committee for
its consideration and review on quarterly basis.
The Policy on Related Party Transactions is uploaded on the website of
the Company and can be accessed at
http://www.parmeshwarisilkmills.com/wp-content/uploads/2018/01/Policv-on-Related-Partv.pdf
DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE
DATE OF THIS REPORT. IF ANY UNDER SECTION 134(3Hl) OF THE COMPANIES ACT. 2013
There were no material changes and commitments affecting the financial
position of the Company occurred between the end of the financial year of the Company to
which this financial statement relate and on the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
To the best of the Management's knowledge, there has been no
material order passed by any regulator or Court or Tribunal impacting the Going Concern
status of the Company's operations.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE. 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR
During the Financial Year 2023-24, there was no application made and
proceeding initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any
Financial and/or Operational Creditors against your Company.
As on the date of this report, there is no application or proceeding
pending against your company under the Insolvency and Bankruptcy Code, 2016.
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 REASONS THEREOF
During the year under review, there has been no one time settlement of
loan taken from Bank & Financial Institution.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUT-GO
The requisite information with regard to conservation of
energy,technology absorption and foreign exchange earnings and outgo,in terms of the
Section 134(3)(m) of the Companies Act, 2013, readwith Companies (Accounts) Rules, 2014 is
given below:
| Conservation of Energy |
|
| 1. the steps taken or impact on conservation of energy |
The Company has got machinery overhauling done for enhancing
the Machinery output thereby impacting production capacity. Company has installed LED
Lights for the conservation of Electricity.Company has installed Effluent treatment |
|
Plant(ETP) for treatment of waste water for using it again as
recycled water. |
| 2. the steps taken by the company for utilizing alternate
sources of energy |
The Company hasn't taken any step towards tapping the
alternate sources of energy however the management is in talks to employ other sources of
energy too like solar energy. |
| 3. the capital investment on energy conservation equipment |
The Company hasn't made any investment equipment as such
on energy conservation in current year, however the prospects of such investment are
likely in the near future. |
| Technology absorption |
|
| 1. the efforts made towards technology absorption |
There was no Technology absorption duringthe current
financial Year 2023-24 |
| 2. the benefits derived like product improvement, cost
reduction, product development or import substitution |
NA |
| 3. in case of imported technology (imported during the last
three years reckoned from the beginning of the financial year) |
NA |
| 4. the details of technology imported |
NA |
| 5. the year of import |
NA |
| 6. whether the technology been fully absorbed |
NA |
| 7. if not fully absorbed, areas where absorption has not
taken place, and the reasons thereof; and |
NA |
| 8. the expenditure incurred on Research and Development |
NA |
Foreign Exchange Earnings and Outgo
| Foreign Transactions During the Year |
Amount (in Rs.) |
| OUTWARD |
|
| Plant & Machinery |
79,30,156.00 |
| Designing Exp. (Purchase) |
58,60,123.74 |
| Store & Spare for machinery repair |
47,47,325.88 |
| Purchase store printing |
4,51,65,719.45 |
| Tour and travelling |
45,16,060.00 |
| Yarn Purchase |
4,92,718.53 |
| Total |
6,87,12,103.6 |
| INWARD |
|
| Export Realization |
1,82,73,603.50 |
RISK MANAGEMENT
The provisions of SEBI Regulations for formation of Risk Management
Committee are not applicable to the Company. However, as per section 134 (3) (n) of
Companies Act 2013, the company regularly maintains a proper check in normal course of its
business regarding risk management. Currently, the company does not identify any element
of risk which may threaten the existence of the company.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has framed a Policy on Corporate Social Responsibility
pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014 and can be accessed at
https://www.parmeshwarisilkmills.com/
The Annual Report on Company's CSR activities of the Company as
per the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as
"Annexure-V'and forms part of this report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Vigil Mechanism Policy of the Company is constituted in line with
the provisions of section 177 of the Companies Act, 2013 to be read with Regulation 22 of
the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Company
promotes ethical behavior in all its business activities. Towards this, the Company has
adopted a Policy on Vigil Mechanism and whistle blower policy. Protected disclosures can
be made by a whistle blower through an e-mail or a letter to the Compliance Officer or to
the Chairperson of the Audit Committee. The Audit Committee also reviews complaints/issues
(if any) raised through Vigil Mechanism or by any Whistle blower on a quarterly basis. The
whistle blower policy is uploaded on the website of the Company and can be accessed at
https:// www.parmeshwarisilkmills.com/code-of-conduct
During the year under review, no protected disclosure concerning any
reportable matter in accordance with the Vigil Mechanism and Whistle Blower Policy of the
Company was received by the Company.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Your Company has always believed in providing a safe and harassment
free workplace for every individual working in the Company. Your Company always endeavors
to create and provide an environment that is free from discrimination and harassment
including sexual harassment.
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) at its
workplaces. During the year, no complaints were filed with the Company.
| Number of complaints received |
Number of complaints disposed of |
Number of complaints pending more than
ninety days |
Number of workshops or awareness
programme against sexual harassment |
| NIL |
NIL |
NIL |
NIL |
CORPORATE GOVERNANCE REPORT
As per Reg. 34 of SEBI Regulation, 2015 to be read with Part A of
Schedule V of the said regulations, a separate section on corporate governance practices
followed by the company, together with the certificate from the Practicing Company
Secretary confirming compliance forms an integral part of this Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has a robust and comprehensive Internal Financial Control
system commensurate with the size, scale and complexity of its operation. The system
encompasses the major processes to ensure reliability of financial reporting, compliance
with policies, procedures, laws, and regulations, safeguarding of assets and economical
and efficient use of resources.
The Company has performed an evaluation and made an assessment of the
adequacy and the effectiveness of the Company's Internal Financial Control System. The
Statutory Auditors of the Company have also reviewed the Internal Financial Control system
implemented by the Company on the financial reporting and in their opinion, the Company
has, in all material respects, adequate Internal Financial Control system over Financial
Reporting and such Controls over Financial Reporting were operating effectively as on 31st
March, 2024 based on the internal control over financial reporting criteria established by
the Company.
The policies and procedures adopted by the Company ensures the orderly
and efficient conduct of its business and adherence to the company's policies,
prevention and detection of frauds and errors, accuracy & completeness of the records
and the timely preparation of reliable financial information.
The Internal auditors continuously monitor the efficacy of internal
controls with the objective of providing to the Audit Committee and the Board, an
independent, objective and reasonable assurance on the adequacy and effectiveness of the
organization's risk management with regard to the internal control framework.
Audit committee meets regularly to review reports submitted by the
Internal Auditors. The Audit Committee also meet the Company's Statutory Auditors to
ascertain their views on the financial statements, including the financial reporting
system and compliance to accounting policies and procedures followed by the Company.
PERSONNEL RELATIONS
Your Directors hereby place on record their appreciation for the
services rendered by executives, staff and other workers of the Company for their hard
work, dedication and commitment. During the year under review, relations between the
Employees and the Management continued to remain cordial.
PARTICULARS OF EMPLOYEES
The Particulars of remuneration of Employees during the year 2023-24
pursuant to the provisions of Section 197 of Companies Act,2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is disclosed as an
"Annexure-VI" and forms part of this Report.
Disclosure as per Rule 5(2) & 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 Disclosure of Top Ten Employees in
terms of remuneration drawn and the name of every employee is given in
"Annexure-VII" and forms part of this Report.
The remuneration paid to all Key Managerial Personnel was in accordance
with the remuneration policy as adopted by the company.
REMUNERATION POLICY OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board on the recommendation of Nomination &Remuneration
Committee framed a policy for selection and appointment of Directors, Senior Management
Personnel and fixation of their remuneration thereof. The Policy contains, inter-alia,
directors' appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a Director, etc. The same can be
accessed at https://www.parmeshwarisilkmills.com/wp-
content/uploads/2022/12/Criteria-for-making-pavment-to-Non-executive-Directors-1.pdf
FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS
Pursuant to the provisions of Regulation 25(7) of Listing Regulations,
2015, the Board has framed a policy to familiarize Independent Directors about the
Company. The same can be accessed a http://
www.parmeshwarisilkmills.com/wp-content/uploads/2018/01/Familiarisation-Programme-for-Independent-
Directors.pdf
ANNUAL LISTING FEES/CHARGES
The shares of the Company are presently listed at BSE Limited and the
Calcutta Stock Exchange Limited.
All statutory dues including Annual Listing Fees for the Financial Year
2024-25 has been paid by the Company. CODE OF CONDUCT AS PER SEBI (LODR) REGULATIONS.
2015
The Board of Directors has framed a Code of Conduct for all Board
Members and Senior Management Personnel as per Regulation 17(5) of SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015. Additionally, all Independent
Directors of the company shall be bound by duties of Independent Directors as set out in
Companies Act, 2013 to be read with SEBI Listing Regulations, 2015.
CODE OF CONDUCT AS PER SEBI (PREVENTION OF INSIDER TRADING)
REGULATIONS, 2015
The Board of Directors has laid down the Code of Practices and
Procedures for Fair Disclosures of Unpublished Price Sensitive Information as per
Regulation 8(1) of SEBI (Prevention of Insider Trading) Regulations, 2015 & Code of
Conduct to Regulate, Monitor and Report trading by the Designated Persons as per
Regulation 9(1) of SEBI (Prevention of Insider Trading) Regulations, 2015.
All Board Members, Key Managerial Personnel and Senior Management
Personnel have affirmed compliance with the Code of Conduct.
DISCLOSURE OF STATEMENT OF DEVIATION(S) OR VARIATION(S) UNDER
REGULATION 32 OF SEBI(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS), REGULATIONS, 2015
With reference to Regulation 32 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the disclosure of Statement of Deviation(s) or
Variation(s) as per the said regulation is not applicable to the Company.
DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act 2013, the Directors,
would like to state as follows:
(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 judgments & estimates that are reasonable and prudent so as
to give a true & 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 that period ;
(c) The Directors had taken proper & 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 & detecting fraud &
other irregularities;
(d) The Directors had 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 such controls are adequate and are 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.
DISCLOSURE OF CREDIT RATING
Disclosure of Credit Rating is not applicable on the company during the
year 2023-24.
GENERAL
The Board of Directors state that no disclosure or reporting is
required in respect of the following matters as there were no transactions or
applicability pertaining to these matters during the year under review:
i) Issue of equity shares with differential rights as to dividend,
voting or otherwise.
ii) Issue of shares (including sweat equity shares and Employees'
Stock Options Schemes) to employees of the Company under any scheme.
iii) Fraud reported by the Auditors to the Audit Committee or the Board
of Directors of the Company.
iv) Scheme of provision of money for the purchase of its own shares by
employees or by trustees for the benefit of employees.
v) Payment of remuneration or commission from any of its holding or
subsidiary companies to the Managing Director of the Company.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for
assistance and co-operation received from the various stake holders including Financial
Institutions,Banks, Governmental authorities and other business associates who have
extended their valuable support and encouragement during the year under review.
Your Directors take the opportunity to place on record their deep
appreciation of the committed services rendered by the employees at all levels of the
Company, who have contributed significantly towards Company's performance and for
enhancing its inherent strength. Your Directors also acknowledge with gratitude the
encouragement and support extended by our valued stakeholders.
|
|
For and on behalf of the Board For Parmeshwari Silk Mills
Limited |
|
Jatinder Pal Singh |
Harinder Kaur |
| Date:30.08.2024 |
DIN:01661864 |
DIN: 08407151 |
| Place:Ludhiana |
Chairperson & Whole time Director |
Whole Time Director |
|