|
To
The Shareholders of the Company,
Your Directors are pleased to present this 32nd Annual
Report together with the Audited Annual Financial Statements for the year ended March 31,
2025.
1. FINANCIAL HIGHLIGHTS- AT A GLANCE Overall Performance of your
Company
The Financial Year 2024-25 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. 5,96,48,650.75 in the Financial Year
2023-2024 to Rs. 7,56,04,815.86 in the Financial Year 2024-25 on standalone basis.
The net Profits of your Company had gone up from Rs.6,03,44,030.79 in the Financial
Year 2023-2024 to Rs. 8,64,54,464.61 in the Financial Year 2024-25 on Consolidated
basis.
The financial summary, performance highlights operations/state of
affair of your Company for the year ended 31st March, 2025 along with the
previous year's figures are summarized below: Amount (In Rupees)
PARTICULARS |
Standalone |
Consolidated |
|
Year ended |
Year ended |
Year ended |
Year ended |
|
31st March, 2024 |
31st March, 2025 |
31st March, 2025 |
31st March, 2024 |
| Income from Business |
2,28,25,81,103.72 |
2,03,06,44,251.84 |
2,33,36,21,649.18 |
2,03,38,52,841.39 |
| Operations |
|
|
|
|
| Other Income |
40,24,778.05 |
51,00,641.56 |
40,27,934.05 |
51,00,641.56 |
Total Income |
2,28,66,05,881.77 |
2,03,57,44,893.40 |
2,33,76,49,583.23 |
2,03,89,53,482.95 |
| Less: Expenditure |
2,14,49,29,935.72 |
1,92,01,05,409.31 |
2,17,75,28,216.98 |
1,91,96,70,008.42 |
| except Depreciation |
|
|
|
|
Profit/Loss before |
14,16,75,946.05 |
11,56,39,484.09 |
16,01,21,366.25 |
11,92,83,474.53 |
Depreciation and Tax |
|
|
|
|
| Less: Depreciation |
3,81,28,211.20 |
3,39,28,691.82 |
4,34,95,645.31 |
3,52,03,366.82 |
Profit/Loss before |
10,35,47,734.85 |
8,17,10,792.27 |
11,66,25,720.94 |
8,40,80,107.71 |
exceptional items and Tax |
|
|
|
|
| Profit on sale of Fixed Assets |
12,091.77 |
(5,92,048.10) |
12,091.77 |
-5,92,048.10 |
| CSR Expenditure |
15,27,492.00 |
13,27,764.00 |
15,27,492.00 |
13,27,764.00 |
Profit/Loss before Tax |
10,20,08,151.08 |
8,09,75,076.37 |
11,50,86,137.17 |
8,33,44,391.81 |
| Less: Tax Expense |
2,42,89,898.17 |
1,87,08,273.27 |
2,58,46,498.67 |
1,94,78,138.17 |
| Add: Deferred Tax Asset |
14,87,295.05 |
17,33,655.39 |
21,59,031.89 |
26,15,516.89 |
| Add: MAT Credit Entitlement |
0.00 |
0.00 |
0.00 |
0 |
| Less: Prior Period Taxes |
6,26,142.00 |
8,84,496.96 |
6,26,142.00 |
9,06,705.96 |
Net Profit/Loss after tax |
7,56,04,815.86 |
5,96,48,650.75 |
8,64,54,464.61 |
6,03,44,030.79 |
| Add: Other Comprehensive |
0.00 |
0.00 |
0.00 |
0 |
| Income |
|
|
|
|
| Net Profit/Loss for the period |
7,56,04,815.86 |
5,96,48,650.75 |
8,64,54,464.61 |
6,03,44,030.79 |
| Earnings per share: |
|
|
|
|
| Basic |
25.19 |
19.88 |
28.81 |
20.11 |
| Diluted |
25.19 |
19.88 |
28.81 |
20.11 |
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.
2,28,25,81,103.72/- as compared to Rs. 2,03,57,44,893.40/- of last financial
year on standalone basis. Profit Before Tax (PBT) for the period was Rs.
10,20,08,151.08/- as compared to Rs. 8,09,75,076.37/- of last fiscal year
2023-24 on standalone basis. Profit After Tax (PAT) increased to Rs. 7,56,04,815.86/-
as compared to Rs. 5,96,48,650.75/- of last fiscal and Earning per share(EPS)
increased to Rs. 25.19 as compared to Rs. 19.88 of last financial year on
standalone basis.
Total Income of the company was Rs. 2,33,36,21,649.18/- as
compared to Rs. 203,38,52,841.39/- of last financial year on Consolidated basis.
Profit Before Tax (PBT) for the period was Rs. 11,50,86,137.17/- as compared to Rs.
8,33,44,391.81/- of last fiscal year 2023-24 on Consolidated basis. Profit After Tax
(PAT) increased to Rs. 8,64,54,464.61/- as compared to Rs. 6,03,44,030.79/-
of last fiscal and Earning per share(EPS) increased to Rs. 28.81 as compared to Rs.
20.11 of last financial year on Consolidated basis
DIVIDEND
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 16thFebruary, 2015 issued
by the Ministry of Corporate Affairs (MCA), Financial Statements of the Company for the
Financial Year 2024-25 have been prepared as per Indian Accounting Standard (IND-AS)
specified under Section 133 of the Companies Act, 2013 (the Act), Companies (Indian
Accounting Standards) Rules, 2015, and other relevant provisions of the Act.
RESERVES
The Board, in light of losses incurred during the year under review,
proposes no amount for transferring to the reserves.
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, 2025, 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, 2025 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 declared or paid by the
Company, the provisions of Section 125 of the Companies Act, 2013 do not apply on the
Company for the period under review.
DEPOSITS
During the year under review, the Company has not accepted/renewed any
public deposits in terms of Section 73 of the Companies Act, 2013 read 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, 2025.
SUBSIDIARY / ASSOCIATE/ JOINT VENTURES COMPANIES OF THE COMPANY
During the financial year 2024-25, 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 in a separate section of this Board 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. are as follows:
S. No. Name |
Designation |
Appointment |
Resignation |
1. Ms. Honey Aggarwal |
Company Secretary &
Compliance Officer |
- |
04.06.2024 |
2. Ms. Shreya Dave |
Company Secretary &
Compliance Officer |
03.09.2024 |
- |
Note: Mr. Ranbir Singh (DIN: 08591813) & Mr. Arshdeep Singh Bedi
(DIN: 10804130) were appointed as Additional Director (Whole time) & Additional
Director (Category: Non-Executive Independent) w.e.f. July 03, 2025 & August 12, 2025
respectively.
Opinion of the Board with regard to integrity, expertise and experience
(including the proficiency) of the independent directors appointed during the year
No Independent Directors have been appointed on the Board of Directors
during the financial year 2024-25.
The details of Directors being recommended for appointment /
re-appointment as required under Regulation 36 of SEBI (Listing Obligations 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.
Retirement by 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. To meet the requirement of
provisions of Section 152(6) of the Companies Act, 2013 Mr. Jatinder Pal Singh (DIN:
01661864), Director will be retiring by rotation at the ensuing Annual General Meeting and
being eligible, offers himself for re-appointment. The Board recommends his re-appointment
to the Board of Directors of the Company at the ensuing Annual General Meeting. A
resolution seeking Shareholders' approval for his re-appointment along with other required
details forms part of 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)
of the Companies Act, 2013 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.
Further, in the opinion of the Board, the Independent Directors also
possess the attributes of integrity, expertise and experience as required to be disclosed
under Rule 8(5)(iiia), of the Companies (Accounts) Rules, 2014.
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 2025 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, 2025, 16 Board
Meetings were held & the dates on which the Board meetings were held are 02.05.2024,
29.05.2024, 04.06.2024, 06.06.2024, 06.07.2024, 24.07.2024, 13.08.2024, 30.08.2024,
03.09.2024, 13.11.2024, 03.02.2025, 12.02.2025, 14.02.2025, 06.03.2025, 11.03.2025,
20.03.2025.
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, a separate meeting of the Independent
Directors of the Company was held on March 22, 2025 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), Ms. Priya Begana and Mr. Arshdeep Singh
Bedi(appointed w.e.f.12.08.2025) 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(3)(p) OF THE COMPANIES ACT,
2013
The provisions of 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 ORADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS
A. STATUTORY AUDITOR:
M/s. Montek S & Associates, Chartered Accountants (FRN:
020247N),were appointed as the Statutory Auditors of the Company at the 30th Annual
General Meeting (AGM) held on September 20, 2023 for a term of (5) five consecutive years
i.e., to hold the office from the conclusion of the 30th Annual General Meeting till the
conclusion of 35th Annual General Meeting of the Company to be held for the financial year
ending March 31, 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 provision of Section 179 and 204 of the Companies Act,
2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rule,
2014, the Company 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 to undertake Secretarial Audit of the
Company for the Financial Year 2024-25.
The Secretarial Audit was conducted by Mr. Parminder Singh Bathla,
Company Secretary, and the report thereon is annexed herewith as "Annexure-II
and form part of this report".
Mr. Parminder Singh Bathla (Membership No. FCS - 4391 & CP No. -
2585) Proprietor of M/s. P S Bathla & Associates, Practicing Company Secretaries (Peer
Reviewed Firm: 1306/2021), is proposed to be appointed on the basis of recommendation of
Audit Committee & Board of Directors as the Secretarial Auditors of the Company for a
term of five consecutive years from FY 2025-26 to 2029-30 pursuant to the provisions of
Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and Section 204 of the Companies Act, 2013 and rules made thereunder, subject to approval
of shareholder of the company in the ensuing 32nd Annual General Meeting of the
Company. The Company has obtained written consent of the Secretarial Auditors and
confirmation to the effect that they are eligible and not disqualified to be appointed as
the Auditors of the Company in the terms of the provisions of the Listing Regulations, the
Companies Act, 2013 and the rules made thereunder.
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
A Secretarial Compliance Report for the financial year ended March 31,
2025 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued
thereunder, was obtained from M/s. P S Bathla & Associates, Company Secretaries,
and submitted to the stock exchange sand has been attached with this Annual Report as
"Annexure-III" and form 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 2nd May, 2024 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 2024-25 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 subsection (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 2024-25.
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 under review, 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. Investment made in Gold |
12,72,000/- |
PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER
SECTION 188 OF THE COMPAIES ACT, 2013
During the financial year 2024-25, 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/Policy-on-Related-Party.pdf
DETAILS OF MATERIAL CHANGES AND COMMITMENTS 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 RELATED AND THE DATE OF THE REPORT, IF ANY UNDER
SECTION 134(3)(l) OF THE COMPANIES ACT, 2013
No material changes and commitments affecting the financial position of
the Company occurred between the end of financial year to which this financial statements
relates and the date of this Report.
CHANGE IN NATURE OF BUSINESS
During the year under review, there was no change in the nature of
business of the Company.
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 2024-25, 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, read with Companies (Accounts) Rules, 2014 is given
below:
Conservation of energy |
|
| 1. the steps taken or impact on conservation
of energy |
NIL |
| 2. the steps taken by the company for
utilizing alternate sources of energy |
NIL |
| 3. the capital investment on energy
conservation equipment |
NIL |
Technology absorption |
|
| 1. the efforts made towards technology
absorption |
NIL |
| 2. the benefits derived like product
improvement, cost reduction, |
NIL |
| product development or import substitution |
|
| 3. in case of imported technology (imported
during the last three years reckoned |
|
| from the beginning of the financial year) |
NIL |
| 4. the details of technology imported |
NIL |
| 5. the year of import |
NIL |
| 6. whether the technology been fully absorbed |
NIL |
| 7. if not fully absorbed, areas where
absorption has not taken place, |
|
| and the reasons thereof; and |
NIL |
| 8. the expenditure incurred on Research and
Development |
NIL |
Foreign exchange earnings and Outgo |
|
| 1. The Foreign Exchange earned in terms of
actual inflows during the year |
NIL |
| 2. The Foreign Exchange outgo during the year
in terms of actual outflows |
NIL |
Further, there were no foreign exchange earnings and outgo during the
year under review.
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
http:// 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 endeavours
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, 2025 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 2024-25
pursuant to the provisions of Section 197 of Companies Act, b2013 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-payment-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 (BSE),
and the Calcutta Stock Exchange Limited (CSE).
All statutory dues including Annual Listing Fees for the Financial Year
2025-26 has been paid by the Company.
CODE OF CONDUCT AS PER SEBI (LODR) REGULATIONS, 2015
The Board of Directors has laid down the code of conduct for all Board
Members and members of the Senior Management of the Company. 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.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR
During the year, no such application was made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016.
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 REASONS THEREOF
During the year, no such valuation done at the time of One Time
Settlement and while taking Loan from the Banks or Financial Institutions.
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 under review.
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.
COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT,
1961
No such requirement during the year under review.
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 |
Date: 28.08.2025 |
|
Place: Ludhiana |
|
|
Jatinder Pal Singh |
|
Chairperson & Whole time Director |
|
DIN: 01661864 |
|