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Dear Members
Your Directors are pleased to present 42nd Annual Report of
Pasupati Acrylon Limited (the Company) together with the Audited Financial
Statements for the financial year ended 31st March, 2025.
In compliance with the applicable provisions of Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI
Listing Regulations), this report covers the financial results and other
developments during the financial year ended 31st March, 2025 and upto the date
of the Board meeting held on 19th May, 2025 to approve this report, in respect
of the Company. FINANCIAL HIGHLIGHTS
A brief on the financial performance during the year under review as
compared to the previous year is given below:-
(Rs. In Lakh)
Particulars |
2024-25 |
2023-24 |
Revenue from Operations |
62,143.18 |
57,522.82 |
Other Income |
1,136.90 |
1,076.95 |
Profit before Depreciation,
Interest & Tax |
5,620.09 |
2,684.93 |
Finance Cost |
249.62 |
257.73 |
Depreciation |
598.60 |
586.99 |
Profit before Taxes |
4,771.87 |
1,840.21 |
Tax Expenses for the year |
1,233.75 |
521.22 |
Profit after Taxes |
3,538.12 |
1,318.99 |
Total Comprehensive Income |
3,537.09 |
1,308.25 |
The financial statements for the financial year ended 31st
March, 2025 have been prepared in accordance with applicable Indian Accounting Standards
(Ind AS), notified under Companies (Indian Accounting Standards) Rules, 2015, read with
Section 133 and other relevant provisions of the Companies Act, 2013. In accordance with
the provisions of Section 136 of the Companies Act, 2013 the audited financial statements
of the Company are available on website of the Company www.pasupatiacrylon.com .
RESULTS OF OPERATIONS And STATE OF COMPANY'S AFFAIRS
During the financial year 2024-25, the Company has successfully
achieved the operational synergy and financial growth despite the industry challenges. The
key highlights of the Company's performance during the financial year 2024-25 are as
under:
Revenue from Operations stood at Rs. 62,143.18 Lakh as against
Rs. 57,522.82 Lakh in the previous financial year, representing an increase of 8.03% over
the corresponding period of last financial year.
EBIDTA was Rs. 5,620.09 Lakh as against Rs. 2,684.93 Lakh in the
previous financial year, representing an increase of 109.31% over the corresponding period
of last financial year.
Profit after Tax was Rs. 3,538.12 Lakh as against Rs. 1,318.99
Lakh in the previous financial year, representing a growth of 168.24% over the
corresponding period of last financial year.
Despite a dynamic business environment, the Company remains resilient
and future-ready, committed to innovation, sustainability and continuous growth in the
years ahead.
During the financial year 2024-25, the Company's exports of
Acrylic Fiber were 2,604 MT as compared to last year's exports 3,044 MT. The Company
has exported to Dubai, Peru, Thailand, Morrocco, Tunisia, Nepal, Ukraine, Turkey, Algeria,
Kenya, Brazil, Poland, Lebanon etc. and is exploring possibilities of increasing exports
and it is hopeful to achieve better exports in the coming years. The export of CPP was
1,107 MT as against 177 MT during the previous year.
DIVIDEND
During the year under review the Board of Directors decided not to
recommend any dividend for the financial year 2024-25.
DEPOSITS
During the year under review, your Company has neither accepted nor
renewed any deposits within the meaning of Section 73 of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014. Further, there are no outstanding and/or
overdue deposits as at 31st March, 2025.
TRANSFER OF RESERVES
The Board of Directors of your company, has decided not to transfer any
amount to the General Reserve for the year ended 31st March, 2025. MANAGEMENT
DISCUSSION & ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as
stipulated under Regulation 34(2)(e) read with Schedule V of the SEBI Listing Regulations,
is given as under:
a) INDUSTRY STRUCTURE AND DEVELOPMENT Acrylic Fibre
Acrylic Fibre is an integral part of the total textile fibre mix which
satisfies clothing and other needs of an increasing population. Acrylic fibres are being
extensively used for manufacturing various apparel such as sweaters, sportswear, socks,
home furnishing, and industrial cloth due to their lightweight, flexibility and low cost.
With the rapid growth of the apparel & textile industry and increasing usage of
acrylic fibres for making apparel, the overall acrylic fibre market is projected to rise
at 4.2% CAGR till 2035. Factors such as a rapidly growing population, changing lifestyle,
increasing disposable income, and flourishing fashion industry are expected to indirectly
influence the growth of acrylic fibre during the next ten years. The demand for acrylic
fibers is anticipated to rise in the coming years, particularly due to the macroeconomic
development of end-use sectors which is supported by regional GDP and population growth.
CPP Film
Packaging industry is an enormous economic generator on a global scale
and is one of the largest & highest growth sectors of the Indian economy. Cast
Polypropylene or CPP packaging films have several beneficial properties from industrial
perspective such as transparency, high impact strength, heat sustainability, dimensional
stability, printability and are manufactured using high grade raw materials, and
laminating aspects. The global market for CPP packaging films is expected to reach US$
8,742.2 Mn by 2033, growing at a 4.2% CAGR till 2033. CPP packaging films are readily used
to increase the shelf life of the products in the industries such as food, beverages,
apparel, cosmetics, and healthcare products. With the rising requirement for packaging
across sectors, with traditional businesses preferring to package products, and the retail
and e-commerce growing rapidly, the CPP films industry is projected to expand at a robust
rate.
ETHANOL
Across the globe, Ethanol is gaining strategic importance as a key
enabler of the clean energy transition. The global ethanol market is anticipated to
register a CAGR of 6.8% from 2023 to 2032. This growth is primarily fuelled by the growing
usage of ethanol as a biofuel. The application of ethanol as a biofuel emerges as a key
market driver, particularly as the automotive industry grapples with air pollution
concerns and to reduce gasoline imports.
Ethanol has now become a crucial component of the India's fuel
demand. Ethanol blending has emerged as a key strategy to reduce India's dependence
on imported crude oil while advancing its clean energy agenda. India has successfully
achieved its 20% ethanol blending target (E20), well ahead of schedule·a major
milestone in the country's energy transition journey. With this goal now met, the
focus is shifting toward higher blending levels and broader applications of ethanol across
sectors.
The Indian ethanol industry demonstrated remarkable resilience and
growth during FY 2024-25, supported by progressive government policies, a focus on energy
diversification, and the strong momentum of the Ethanol Blended Petrol (EBP) program. With
the national target of achieving 20% ethanol blending by 2025, the sector witnessed
accelerated investments in capacity expansion and technological innovation.
b) OPPORTUNITIES AND THREAT
The resilient economic outlook, driven by robust consumption demand,
presents a mix of opportunities for the company. The usage of acrylic fibers in blends
with other materials like wool, cotton, polyester, etc. is growing in popularity as a
result of their favorable physical, chemical, and thermo biological properties. This will
provide a strong thrust to the growth of the acrylic fiber market. The rapid growth of
end-use sectors including apparel, home furnishing, and industrial will therefore continue
to propel the sales of acrylic fibres in the upcoming years.
Global Acrylic Fibre consumption is impacted due to volatility in
prices of raw material, energy, coal and other key inputs. The raw material to produce the
Company's products is crude derived. The fluctuation in crude affects the raw
material prices to some extent and during the year under the review, the crude prices
remained volatile due to conflict in Israel-Hamas War & Russia-Ukraine War.
Additionally, since the Company is dependent upon imports, the fluctuation in foreign
exchange i.e. USD vs. INR has also a bearing on the margin of the Company.
The market for CPP Films is primarily driven by the rapidly expanding
demand from the food and beverage sector and the rising use of bags and pouches in end-use
industries. The market for CPP Films is expected to increase in the near future due to the
rise in the consumption of convenience foods and the high need for packaging solutions.
The development of consumer goods packaging has shown to be a major possibility for CPP
film growth.
However, the market for CPP Film Market is moderately competitive owing
to the presence of multiple vendors in the market. On the other hand, stringent
regulations concerning packaging, changing consumer preferences and environmental
pressures may restrain the growth to some extent.
Governments are increasingly adopting ethanol blending mandates to curb
emissions, reduce reliance on imported fuels, and boost rural economies through
agricultural value addition. While the ethanol policy has been marked by abrupt
recalibrations, the long-term structural story remains intact driven by India's
decarbonization targets and the government's ethanol blending roadmap. The ethanol
market has potential to grow beyond transportation, presenting new opportunities in
aviation biofuels, bio-based chemicals, power generation and industrial applications for
producers. One of the most pressing challenges that remain is climatic vagaries in this
industry, and at times changes in government policies. Additionally, the continued absence
of non-increase in Minimum Selling Price adjustments pose direct threats to forward
planning, capacity utilisation, and return on invested capital
c) SEGMENT-WISE / PRODUCT-WISE PERFORMANCE Acrylic Fibre
The Company's Acrylic Fibre plant was set up in technical
collaboration with SNIA BPD Italy, part of the famed FIAT group - a proven world leader in
the manufacture of acrylic fiber. Advanced technology, automation, computerized process
control systems and captive power, make the operations of your Company extremely efficient
and reliable. The production capacity to produce Acrylic products of the Company is 42,000
MT PA. Your company is covering both domestic and export markets and the Company's
products are well accepted.
During the year under review, the Company has recorded production of
35,198 MT and Sale of 33,850 MT, as against production of 31,534 MT and Sale of 31,685 MT
respectively during the previous year. During the FY 2024-25, there is an increase of
11.61% and 6.83% in production and sales respectively over the previous year.
Revenue of Acrylic Fibre during the year under review was Rs. 53,810.27
Lakh as against revenue of Rs. 49,743.47 Lakh in the previous year. Profit before tax,
exceptional items and interest was Rs. 5,047.77 Lakh as compared to Rs. 2,510.22 Lakh in
the previous year.
CPP FILM
The Company installed European machinery which ensures quality product
giving edge over other producers. The Company's production capacity to produce CPP
film is 10000 MT PA.
During the year under review, the production and sale of CPP film was
6,343 MT and 6,409 MT respectively as against production of 6,463 MT and sale of 6,476 MT
respectively during the previous year.
Revenue of CPP Films during the year under review was Rs. 8,066.67 Lakh
as against revenue of Rs. 7,779.35 Lakh in the previous year. Loss before tax, exceptional
items and interest was Rs. 30.62 Lakh as compared to loss of Rs. 412.28 Lakh in the
previous year, reflecting an improvement of 92.57%. During the year under review, loss of
CPP has been declined due to better realization and reduction in overheads.
During the year, the performance was marginally improved due to better
sentiments in the market and it is expected to improve in the coming years.
ETHANOL
The Company has successfully commissioned its 150 KL per day
grain-based Ethanol Plant and commenced commercial production in March, 2025. The total
project cost was assessed Rs. 167 Crore (excluding working capital margin) but the project
was overrun due to Civil work. Company has spent around Rs. 188 Crore so far which
includes Rs. 104 Crore of Term Loan and Balance amount out of internal accruals.
During the year under review, the production and sale of Ethanol was
790 KL and 440 KL respectively. Revenue from Ethanol Segment was Rs. 266.24 Lakh and
Profit before tax, exceptional items and interest was Rs. 4.34 Lakh. The purity of Ethanol
produced by the company is 99.83% which is acceptable as very good.
d) OUTLOOK
India's economic activity and GDP growth are expected to remain
resilient despite ongoing geopolitical uncertainties. As a result, India is poised to
become one of the major economies in the world with a promising growth outlook. Your
Company anticipates sustained demand growth across segments.
According to Future Market Insights (FMI), India is expected to account
for a substantial share of the global acrylic fibre market, owing to the rapid expansion
of the textiles industry and the rise in the export of yarns and fibres. The rise in the
number of textile industries in India is favoring the growth of the acrylic fibre market
and the trend is likely to continue in the upcoming years. India is probably going to be
the new development engine of the region's acrylic fibre market, propelled by a
rising population, increasing disposable income, and changing lifestyle.
Demand for packaged foods is at an all-time high due to growing world
population. Additionally, due to concerns about sanitation and health, consumers
themselves prefer packaged meals. CPP films are also widely used in the pharmaceutical
industry for packing pharmaceuticals to control the damage and contamination during
transport. The global CPP Film Market is anticipated to rise at a considerable rate during
the forecast period, between 2022 and 2027.
The Ethanol sector remains a cornerstone in India's broader
renewable energy and sustainability agenda. As per report of Expert Committee of Nity
Aayog on Roadmap for Ethanol Blending, the demand for ethanol is expected to be 1016 Crore
litres. The present ethanol production capacity in India is 426 Crore litres only.
Considering the above gap, the ethanol market is anticipated to grow in the future.
Improvements in logistics infrastructure, streamlined pricing mechanisms, and sustained
policy support have collectively strengthened India's position as one of the fastest
growing ethanol markets globally.
The Company fully dedicates itself to quality and implements robust
quality processes and systems at its manufacturing unit to ensure the safety and quality
of its product. The Company consistently invests in equipment, processes, and systems to
ensure full compliance with manufacturing and audit norms.
e) RISK AND CONCERN
At the start of Fiscal year 2025, global economy was facing challenges
in the form of unresolved and on-going geopolitical tensions between Russia and Ukraine
and the second one between Israel and Iran. Other geo-political tensions including supply
chain disruption, subdued global economic conditions, changes in government policies and
trade sanctions and restrictions, intense competition from local and global players,
regulatory changes and cyber security threats are key risks which expose the Company to
potential challenges and uncertainties. Furthermore, persistent volatility in input costs
and foreign exchange risks remains on the radar. These factors can pose risks to the
company's plans, operations, supply chains, cash flows and market access potentially
dampening its export business.
Further, since the Company is dependent upon imported raw materials,
movement in USD and increase in crude oil prices due to ongoing Israel-Hamas war and
Russia-Ukraine war may affect the margin. The Company is giving thrust on increasing the
exports so that effect can be mitigated. Global economy is likely to be hit by inflation,
continuing high energy cost, logistics issues and costs in international trade. Tightening
of monetary policies by Central banks to curb inflation may have necessary impact which
will impact consumption in general including Acrylic Fiber & CPP Films Industry.
Since raw material is crude derived as such movement either side shall
affect the raw material price. To mitigate the effect, the Company has entered into long
term contracts with suppliers in films division.
The prices of ethanol products are determined by Oil Marketing
Companies (OMC) and the Company has no control on the prices. Further, ethanol
produced is primarily sold to OMCs for blending with petrol.
f) INTERNAL CONTROL SYSTEM AND ITS ADEQUACY
The Company maintains an adequate and effective Internal Control System
commensurate with its size and complexity. It believes that these systems provide, among
other things, a reasonable assurance that transactions are executed with management
authorization. It also ensures that they are recorded in all material respects to permit
preparation of financial statements in conformity with established accounting principles,
along with the assets of the Company being adequately safeguarded against significant
misuse or loss. An independent Internal Audit function is an important element of the
Company's Internal Control System. The internal control is supplemented by an
extensive programe of internal, external audits and periodic review by the Management.
This system is designed to adequately ensure that financial and other records are reliable
for preparing financial information and other data and for maintaining accountability of
assets.
g) DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL
PERFORMANCE
Your company delivered a good performance despite global headwinds that
exerted some pressure. Various cost optimisation driven by way of alternate sourcing,
standardization, process improvements and operational efficiency improvements has led
significant savings.
During the year under review, the Company registered Revenue from
Operations of Rs. 62,143.18 Lakh as compared to Rs. 57,522.82 Lakh for previous year with
a growth in revenue of 8.03 %. The Company reported Profit before Tax of Rs. 4,771.87 Lakh
in the financial year, reflecting an increase of 159.31% over the previous year's
profit before tax of Rs. 1,840.21 Lakh. Net Profit in financial year 2024-25 increased to
Rs. 3,538.12 Lakh from Rs. 1,318.99 Lakh, registering a growth of 168.24% over the
previous financial year.
h) MATERIAL DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT
INCLUDING NUMBER OF PEOPLE EMPLOYED
The Company believes that their workforce is an invaluable asset for
the Company and Company endeavors to ensure the well-being of all its employees. The
safety, health and work life balance of employees are extremely important. Company made
all the required efforts to ensure safety of all workforce and employees.
Development and Training of team has always been a focus area of
management. The Human Resource Development continues to be focused on improving employee
productivity, reducing employee cost and building necessary skillsets whilst building
employee motivation through varied employee engagement initiatives. To augment technical
strength in existing business areas, various technical trainings covering existing
business are being conducted on a regular interval. Regular safety training is imparted to
all personnel at factory and regular review of safety incidents is done by top management.
The Company employed on an average 514 persons during the year.
i) DETAILS OF SIGNIFICANT CHANGES (I.E. CHANGE OF 25% OR MORE AS
COMPARED TO THE IMMEDIATELY PREVIOUS FINANCIAL YEAR) IN KEY FINANCIAL RATIOS, ALONG WITH
Detailed EXPLANATIONS THEREFOR
In accordance with the SEBI Listing Regulations, the Company is
required to give details of significant changes (i.e. change of 25% or more as compared to
the immediately previous financial year) in key financial ratios including the following
ratios:
Particulars |
Unit |
FY 2024-25 |
FY 2023-24 |
% change |
Debtors' Turnover Ratio |
Times |
11.72 |
10.74 |
9.12% |
Inventory Turnover Ratio |
Times |
8.76 |
9.60 |
-8.75% |
Interest Coverage Ratio1 |
Times |
5.49 |
35.60 |
-84.57% |
Current Ratio |
Times |
3.05 |
2.83 |
7.77% |
Debt Equity Ratio1 |
Times |
0.30 |
0.13 |
130.76% |
Operating Profit Margin (%)2 |
% |
7.94 |
3.58 |
121.78% |
Net Profit Margin (%)2 |
% |
5.59 |
2.25 |
148.44% |
In addition to the above ratio, there was change of more than 25% in
the following key financial ratio:
Particulars |
Unit |
FY 2024-25 |
FY 2023-24 |
% change |
Return on Capital Employed2 |
% |
11.86 |
4.98 |
138.15% |
Return on Net Worth2 |
% |
10.21 |
4.09 |
149.63% |
1 Debt-Equity Ratio and Interest Coverage Ratio were varied due
to increase in Term Loan availed for Grain based Ethanol Plant and interest thereon.
2 Operating Profit Margin, Net Profit Margin, Return on Capital
Employed and Return on Net Worth are favourable due to increase in profitability during
the year.
CAUTIONARY STATEMENT
Some of the statements in this Management Discussions & Analysis,
describing the Company's objectives, outlook, projections, estimates, expectations
and predictions may be forward looking statements' within the meaning of
applicable laws and regulations. Actual results may differ materially from those expressed
or implied, since the Company's operations are influenced by external or internal
factors. Your Company closely monitors all major developments likely to affect the
operations and will respond to meet the potential threats and to gain from any possible
opportunities.
SUBSIDIARY COMPANIES
As on 31st March, 2025, the Company does not have any
subsidiary, associate or joint venture company.
CHANGE IN THE NATURE OF BUSINESS
During the year under review, there is no change in the nature of the
business of the company. However, the Company has commenced the commercial production of
its new segment - grain-based Ethanol Plant in March, 2025.
SHARE CAPITAL
As on 31st March, 2025, the Company's issued and paid
up capital stands Rs. 89,13,31,210/- divided into 8,91,33,121 fully paid up equity shares
of Rs. 10/- each. During the year under review, the Company has not issued any share.
Further the Company has also not issued any share with differential Voting Rights/Sweat
Equity shares/under Stock Option Scheme (ESOS) earlier and during the year. The Company
has no scheme or provision of money for purchase of its own shares by employees or by
trustees, for the benefit of its employees. Hence the details under rule 16 (4) of
Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.
DIRECTORS
During the year under review, there were the following changes in the
Board of Directors of the Company.
1. Mr. Sathyamoorthy Srinivasan ceased to be independent director of
the Company with effect from the close of business hours on 26th September,
2024 upon completion of his second term.
2. Mr. Raj Ganesh Viswanathan has been appointed as an Independent
Director of the Company for a period of five years w.e.f 23rd August, 2024
In accordance with the provisions of section 152(6) of the Companies
Act, 2013, not less than two-thirds of total number of directors shall be liable to retire
by rotation, out of which one-third directors shall retire by rotation at every Annual
General Meeting (AGM). However, total number of directors shall
not include independent directors.
The Company has two Non-Independent Directors - Mr. Vineet Jain
(Managing Director) and Mr. Satya Prakash Gupta (Director- Operations). Mr. Vineet Jain,
being Managing Director, is not liable to retire by rotation by virtue of Articles of
Association of the Company. Accordingly, Mr. Satya Prakash Gupta, Director -Operations
will retire by rotation at the ensuing AGM and being eligible, offers himself for
re-appointment.
Mr. Gupta is a chemical engineer and is possessing high level of
expertise and having industry experience of about 46 years. Mr. Gupta has submitted his
consent for re-appointment as Whole Time Director of the Company.
In the opinion of the Board, Mr. Satya Prakash Gupta possesses the
requisite expertise, skills, integrity and experience for re-appointment/ continuance. The
Board recommends his re-appointment/continuance and agenda seeking shareholders'
approval for his re- appointment/ continuance forms part of the AGM Notice.
As on 31st March, 2025, Mr. Deveshwer Kumar Kapila, Mr. S.C.
Malik, Mr. Raj Ganesh Viswanathan and Mrs. Kamlesh Gupta are Independent Directors of the
Company.
KEY MANAGERIAL PERSONNEL
As on 31st March, 2025, the Company had the following Key
Managerial Personnel in accordance with the provisions of Section 203 of the Companies
Act, 2013:
1. Mr. Vineet Jain- Managing Director
2. Mr. Satya Prakash Gupta-Director (Operations)
3. Mr. Satish Kumar Bansal- Chief Financial Officer
4. Mr. Bharat Kapoor - Company Secretary
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent
Director under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI
Listing Regulations stating that they meet the criteria of independence as laid down under
Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI Listing
Regulations. All the independent directors of the Company are registered and are members
of Independent Directors Databank maintained by Indian Institute of Corporate Affairs.
Further, the Board after taking these declaration/disclosures on record and acknowledging
the veracity of the same, concluded that the Independent Directors are persons of
integrity and possess the relevant expertise and experience (including the proficiency) to
qualify as Independent Directors of the Company and are Independent of the Management.
Further, they are exempted from the requirement of passing the online proficiency self-
assessment test.
During the year under review, the non-executive directors of the
Company had no pecuniary relationship or transactions with the Company, other than the
sitting fees and reimbursement of expenses incurred by them for the purpose of attending
meetings of the Board/Committees of the Company.
MEETINGS OF THE BOARD
During the year under review, four meetings of the Board of Directors
were held. The details of Board Meetings are set out in Corporate Governance Report which
forms part of this Annual Report.
NOMINATION AND REMUNERATION POLICY
The Board, on the recommendation of the Nomination & Remuneration
Committee, has framed a policy for selection and appointment of Directors, Senior
Management and their remuneration. The Nomination and Remuneration Policy is available on
the website of the Company www.pasupatiacrylon.com .
BOARD EVALUATION
The Company has devised a formal process for annual evaluation of
performance of the Board, its Committees and Individual Directors (Performance
Evaluation) which include criteria for performance evaluation of non-executive
directors and executive directors as laid down by the Nomination and Remuneration
Committee and the Board of Directors of the Company. It covers the areas relevant to the
functioning as Independent Directors or other directors, member of the Board or Committee
of the Board.
In terms of the applicable provisions of the Companies Act, 2013 and
SEBI Listing Regulations, the Nomination & Remuneration Committee has carried out an
annual performance evaluation of Board of Directors, of Board's committees and of
each Board Member individually.
The performance of the committees was evaluated by the Nomination &
Remuneration Committee after seeking inputs from the committee members on the basis of
criteria such as the composition of committees, effectiveness, structure &
independence of committees, contribution to decisions of the Board etc.
The performance of the Board was evaluated on the basis of various
criteria such as the board composition and structure, effectiveness of board processes,
information and functioning, role & responsibilities and strategy & performance,
Governance & compliance etc.
The Board and the Nomination and Remuneration Committee reviewed the
performance of the individual directors on the basis of laid down criteria.
Independent Directors of the Company had, in their separate meeting
held on 6th November, 2024, reviewed the performance of nonindependent
directors, the Board as a whole and Managing Director of the Company, taking into account
the views of Executive and NonExecutive Directors.
Further, the Independent Directors hold unanimous opinion that the
Non-Independent Directors/Managing Director bring to the Board, abundant knowledge in
their respective field and are experts in their areas. Besides, they are insightful,
convincing, astute, with a keen sense of observation and have a deep knowledge of
industry. They have been performing reasonably well, under the prevailing circumstances.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134(3) (c) and 134(5) of the
Companies Act, 2013, your Directors to the best of their knowledge and belief and
according to the information and explanations obtained by them, hereby confirm:
a. That in the preparation of the annual accounts for the financial
year ended 31st March, 2025; the applicable accounting standards had been
followed along with proper explanation relating to material departures;
b. That the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the company at the end of the
financial year ended 31st March, 2025 and of the profit of the company for the
year ended on that date;
c. That the directors had 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. That the directors had prepared the annual accounts on a going
concern basis;
e. That the directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively;
f. That 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.
CORPORATE GOVERNANCE
The company has complied with the Corporate Governance code as
stipulated under SEBI Listing Regulations. A separate report on Corporate Governance,
forming part of the Annual Report of the Company is annexed hereto.
SECRETARIAL STANDARDS
The Company complies with all applicable mandatory secretarial
standards issued by the Institute of Company Secretaries of India.
PROCEEDINGS PENDING UNDER THE INSOLVENCY & BANKRUPTCY CODE, 2016
During the year under review, the Company has neither made any
application nor any proceeding is pending 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
There was no instance of one-time settlement with any Bank or Financial
Institution, during the year under review.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
In compliance with the provisions of the Companies Act, 2013 and SEBI
Listing Regulations, all related party transactions are placed before the Audit Committee
for prior approval and also before the Board wherever necessary. Prior omnibus approval
from Audit Committee is obtained for the related party transactions which are repetitive
in nature. The details of all transactions executed with related parties are placed before
the Audit Committee on a quarterly basis for its review.
During the year under review, all contracts/arrangements/transactions
entered into by the Company with related parties were in the ordinary course of business
and were on an arm's length basis and in accordance with the provisions of the
Companies Act, 2013 and the rules made thereunder, the SEBI Listing Regulations and
Company's Policy on Related Party Transactions. None of the transactions with any of
the related parties were in conflict with your company's interest.
All related parties' transactions are disclosed in Note No. 37 of
the Financial Statements forming part of this Annual Report. The Related Party Transaction
Policy of the Company is available on the website of the Company at https://pasupatiacrylon.com/wp-content/uploads/2025/02/
Policy-on-Related-Party-Transactions.pdf.
Pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule
8(2) of the Companies (Accounts) Rules, 2014, particulars of contracts or arrangements or
transactions entered during the finance year 2024-25 with related parties referred to
Section 188(1) of the Companies Act, 2013 in the prescribed form AOC-2 is appended as Annexure-I
to the Board's Report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY BETWEEN THE DATE OF Board's REPORT And End OF FINANCIAL YEAR
There is no such material change and commitment affecting the financial
position of the Company which have occurred between the end of financial year of the
Company to which the financial statements relate and the date of this report.
DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORK PLACE
The Company has in place a Policy for prevention of sexual harassment
at the workplace in line with the requirements of Sexual Harassment of Women at workplace
(Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee had been
set up to redress complaints regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy. No complaints on issues
covered by the above act were received during the year. However, during the year under
review, there was no female employee in the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS/TRIBUNALS
During the year under review, there are no significant or material
orders passed by the Regulators / Courts/Tribunals which would impact the going concern
status of the Company and its future operations.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In accordance with the provisions of Section 135 of the Companies Act,
2013, the Board of Directors has constituted the Corporate Social Responsibility Committee
(CSR Committee).The said Committee has been entrusted with the responsibility of
recommending to the Board about the activities to be undertaken by the Company for CSR
purpose, monitoring the implementation of the frame work of the CSR Policy and
recommending the amount to be spent on CSR Activities. The CSR policy is available on the
Company's website www.pasupatiacrylon.com .
The Company's total CSR obligation for the financial year 2024-25
was Rs. 85.79 Lakh. However, an amount of Rs. 46,000/-, which was excess spent in
Financial Year 2023-24, was also available for set-off against the Company's CSR
obligations for the financial year 2024-25 in terms of 3rd Proviso to Section
135(5) of the Companies Act, 2013 read with Rule 7(3) of the Companies (Corporate Social
Responsibility Policy) Rules, 2014, but Board decided not to set-off the said excess
amount.
In view of the above, the Company has spent Rs. 86.00 Lakh towards the
CSR activities during the financial year 2024-25 and hence, the Company's CSR
obligation for FY 2024-25 has been duly met in compliance with Section 135(5) of the
Companies Act, 2013.
Further, in terms of the Companies (Corporate Social Responsibility
Policy) Rules, 2014, the Chief Financial Officer has certified that the funds disbursed
for CSR have been used for financial year 2024-25, for the purpose and in the manner
approved by the Board.
The disclosures related to CSR activities pursuant to section 134(3) of
the Companies Act 2013, read with Rule 9 of Companies (Accounts) Rules, 2014 and Rule 8 of
Companies (Corporate Social Responsibility) Rules 2014 are annexed hereto and form part of
this report as Annexure- II.
RISK MANAGEMENT
The Company takes calculated business risks in a prudent manner to
achieve its corporate objectives and implement its strategy. The Company follows Risk
Management System that ensures timely risk identification, evaluation and analysis of
mitigation plans, as well as the identification of improvement areas to minimise any
negative impact on our operations. The Board of Directors has constituted a Risk
Management Committee which has been entrusted with the responsibility to assist the Board
to oversee and approve the Companies Risk Management framework and all the risks that the
company faces such as strategic, financial, credit, market, liquidity, security, property,
IT, legal, regulatory, reputational and other risks have been identified and assessed and
there is an adequate risk management.
Risk Management Policy enables the Company to proactively manage
uncertainties and changes in the internal and external environment to limit negative
impacts and capitalize on opportunities. The Company has laid down a Risk Management
Policy which was reviewed by the Risk Management Committee and approved by the Board. The
Risk Management Policy has also been hosted on the website of the Company www.pasupatiacrylon.com .
AUDITORS AND AUDITOR'S REPORT Statutory Auditors
M/s B.K. Shroff & Co., Chartered Accountants (ICAI Firm
Registration No. 302166E) were appointed as Statutory Auditors of the Company at the 39th
AGM of the Company held on 29th September, 2022 for a period of 5 (Five) years
commencing from the conclusion of 39th AGM till the conclusion of the 44th
AGM. The Auditors have confirmed that they continue to fulfill the eligibility criteria
for holding the office as Statutory Auditor of the Company as prescribed under the
Companies Act 2013 and the Rules framed there under.
The notes on financial statement referred to in the Auditors'
Report are self-explanatory and do not call for any further comments. During the year
under review, the Statutory Auditors has not found any instance of fraud committed against
the Company by its officers or employees and accordingly, reporting to the audit committee
or Central Government, under Section 143 (12) of the Companies Act, 2013 is not required.
The Auditors' report does not contain any qualification, reservation or adverse
remark or disclaimer.
Cost Auditor
Pursuant to Section 148(1) and other applicable provisions of the
Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, maintenance of
cost records is required by the Company and accordingly, such accounts and records are
made and maintained.
Pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, Board of Directors, on the recommendation
of the Audit committee has appointed Mr. Satnam Singh Saggu, Cost Accountants (Membership
No. 10555) as Cost Auditors of your company for the Financial Year 2025-26 to carry out
the cost audit for the applicable business on a remuneration of Rs. 50,000/- (Rupees fifty
thousand only) plus applicable taxes and reimbursement of out of pocket expenses. A
certificate from Mr. Satnam Sigh Saggu, Cost Accountants has been received to the effect
that their appointment as Cost Auditors of the Company, if made, would be in accordance
with the limits specified under Section 141 of the Companies Act, 2013 and Rules made
thereunder. Accordingly, the matter relating to ratification of the remuneration payable
to the Cost Auditors for the financial year ending 31st March, 2026 is being
placed at the 42nd AGM.
Secretarial Auditor
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 of Directors of the Company, at its meeting held on 17th May,
2024, had appointed M/s. Mehak Gupta & Associates, Practicing Company Secretary (CP
No. 15013, Membership No. 10703), to undertake Secretarial Audit for the financial year
2024-25. The Secretarial Audit Report for the Financial Year ended 31st March,
2025 is annexed herewith to this Report as Annexure - III. The Secretarial Audit Report is
self- explanatory and do not call for any further comments. The Secretarial Audit Report
does not contain any qualification, reservation or adverse remark or disclaimer.
In terms of Regulation 24A of SEBI Listing Regulations as amended read
with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated 31st December
2024, Board of Directors of the Company has recommended the appointment of M/s. Mehak
Gupta & Associates, Practicing Company Secretary (CP No. 15013, Membership No. 10703)
and Peer review No. 1643/2022) as the Secretarial Auditors of the Company to conduct the
secretarial audit for a period of 5 (Five) consecutive years from the financial year 1st
April, 2025 to 31st March, 2030, subject to approval of the shareholders of the
Company. The resolution in this regard is being proposed at ensuing AGM for approval of
the shareholders.
The Company has received consent, eligibility letter and Peer Review
Certificate from M/s. Mehak Gupta & Associates confirming that their appointment,
would be under the provisions of Section 204 of the Companies Act, 2013 and that they are
not disqualified to be appointed as Secretarial auditor in terms of the provisions of
Regulation 24A of the SEBI Listing Regulations.
Internal Auditor
Pursuant to provisions of Section 138 of the Companies Act, 2013 M/s.
Jinender Jain & Company, Chartered Accountants, New Delhi, Internal Auditors of the
Company have conducted internal audit of the functions and activities of the Company and
effectiveness of Internal Control Systems of the Company during the financial year
2024-25.
Internal Financial Control
Your Company remains committed to improve the effectiveness of internal
financial controls and processes which would help in efficient conduct of its business
operations, ensure security to its assets and timely preparation of reliable financial
information. The Company has a proper system of internal control to ensure that all assets
are safeguarded and protected against loss from unauthorized use or disposition and
transactions are authorized, recorded and reported correctly.
In the opinion of the Board of Directors, the internal financial
controls with reference to the Financial Statements are adequate commensurate with the
size, scale and complexity of operations of the Company.
The Board of Directors has adopted policies and procedures for ensuring
the orderly and efficient conduct of business, including adherence to the Company's
policies, safeguarding of its assets, prevention and detection of frauds and errors,
ensuring accuracy and completeness of the accounting records and timely preparation of
reliable financial information.
The Audit Committee of the Board actively reviews the adequacy and
effectiveness of the internal control systems and suggests improvements to strengthen the
same. The Statutory Auditors and the Internal Auditors are inter alia, invited to attend
the Audit Committee Meetings and present their observations on adequacy of internal
financial controls and the steps required to bridge gaps, if any.
DISCLOSURES:
Audit Committee
Audit Committee of the Board has been constituted as per the SEBI
Listing Regulations and Section 177 of the Companies Act, 2013. The composition and other
details of the Audit Committee are provided in Corporate Governance Report which is part
of this Report. All recommendations made by the Audit Committee were accepted by the
Board.
Vigil Mechanism
The Company promotes ethical behaviour in all its business activities
and is in line with the best governance practices. The Company has framed and implemented
a vigil mechanism named as Whistle Blower Policy to deal with instances of fraud and
mismanagement, if any, in terms of Section 177(9) of the Companies Act, 2013 and
Regulation 22 of SEBI Listing Regulations. The details of the Whistle Blower Policy are
provided in the Corporate Governance Report and also posted on the website of the Company www.pasupatiacrylon.com .
Cyber Security
In view of the increased cyberattack scenarios, the cyber security
maturity is reviewed periodically and the processes, technology controls are being
enhanced in-line with the threat scenarios.
Particulars of Loans , Investments, Guarantees.
During the year under review, the Company has not given any loan or
provided any security or guarantee in terms of Section 186 of the Companies Act, 2013. The
Company has complied with the provisions of Section 186 of the Companies Act, 2013.
Particulars of Loans given/ Investments made/Guarantees given/Securities provided as per
Section 186 of the Companies Act, 2013, is disclosed in financial statements.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO.
The information as required to be disclosed under Section 134(3)(m) of
the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014 is set
out in the Annexure - IV to this Report.
Annual Return
Pursuant to the amendments to the provisions of Section 92(3) read with
Section 134 (3) (a) of Companies Act, the annual return as on 31st March, 2025
is available on the website of the Company at www.pasupatiacrylon.com
under Investor Section.
Particulars of Employees
The statement containing particulars of employees as required under
section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is attached
as Annexure - V.
The statement containing names of top ten employees in terms of
remuneration drawn and the particulars of employees as required under Section 197(12) of
the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure
forming part of this report. Further, in terms of first proviso to Section 136(1) of the
Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent
to the shareholders of the Company. The said annexure is open for inspection at the
Registered Office of the Company during business hours on all working days, 21 days before
the AGM. Any shareholder interested in obtaining such information may write to the Company
Secretary at email id - secretarial@pasupatiacrylon.com
and the same will be furnished on request.
ISO CERTIFICATION
Your Company is an ISO 9001:2015, accredited by Bureau of Indian
Standard, Rooid Voor Accreditatie, and Netherland and OKEO TEX STANDARD 100 Class 1
Appendix 6. Furthermore, the Company's CPP Product meets the requirements set out in
the BRC Global Standard for Packaging & Packaging Material and is categorized as HIGH
HYGINE Grade A by the BRCGS. These certifications/recognitions are indicative of your
company's commitments in meeting global quality standards and thrust excellence for
achieving customer satisfaction:
ACKNOWLEDGEMENT
Your Directors wish to place on record their deep appreciation of the
continued support and co-operation received from Financial Institutions, Banks and
Shareholders, the State and Central Government.
Your Directors also wish to place on record their appreciation of the
devoted services of the Company's employees, who have diligently contributed to the
Company's progress.
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of Section 134 of the
Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Disclosure of particulars of contracts/arrangements entered into by the
company with related parties referred to in sub-section (1) of Section 188 of the
Companies Act, 2013 including certain arm's length transactions under third proviso
thereto.
1. Details of contracts/arrangements entered into by the company with
related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013
which are not at arm's length basis. - NIL
2. Contracts/arrangements/transactions entered into by the company with
related parties referred to in sub- section (1) of section 188 of the Companies Act, 2013
which are at arm's length basis:
S. No. Name(s) of the related
party and nature of relationship |
Nature of contracts/
arrangements/ transactions |
Duration of the contracts /
arrangements / transactions |
Salient terms of the
contracts or arrangements or transactions including the value, if any |
Date(s) of approval by the Board,
if any |
Amount paid as advances, if any |
Justification for entering into
contracts |
1. Vigar Enterprises Private
Limited (Common Director) |
Purchase of organic grocery
products for official use |
Perpetual
Agreement |
Purchase of organic grocery
products at arm's length basis, with a maximum limit of Rs.12 Lakh per annun. |
10th August, 2019 |
Nil |
The related party is engaged
in dealing of organic grocery products and the Company requires the grocery products for
its official use from time to time. Hence, the Company had entered into an agreement with
the related party to purchase the grocery products for its official use. |
2. Prabhat Capital Services
Limited (Promoter Group Company) |
Payment of lease rent |
3 Years w.e.f 1st
April, 2024 |
Payment of lease rent @ Rs.
15,400/- per month plus Rs. 15,400/- per month towards maintenance charges |
Since long |
Nil |
The Company required a office
at Ludhiana for marketing and sale of its products. Accordingly, the Company took office
from related party on lease for its official use. |
3. Vigar Enterprises Private
Limited (Common Director) |
Payment of lease rent |
For a period of 29 years 11
months w.e.f 16th May, 2022 |
The Company has taken the land
(2.87 Acre) on lease basis from the related party at a price of Rs. 5,000/- per acre per
month for its Ethanol Plant. |
18th May, 2022 and
10th August, 2023 |
Nil |
The Company required
additional land to setup its Ethanol Plant adjoining to its existing manufacturing unit at
Thakurdwara. As the related party owns land in that area, the Company has taken their land
on lease basis for its Ethanol Plant. Accordingly, the transaction is in the interest of
the Company. |
4. Sulabh Plantations &
Finance Pvt. Ltd. (Promoter Group Company and shareholding by relative of director) |
Payment of Lease Agreement |
For a period of 29 years 11
months w.e.f 16th May, 2022 |
The Company has taken the land
(12.45 Acre) on lease basis from the related party at a price of Rs. 5,000/- per acre per
month for its Ethanol Plant. |
18th May, 2022 and
10th August, 2023 |
Nil |
The Company required
additional land to setup its Ethanol Plant adjoining to its existing manufacturing unit -
in Thakurdwara. As the related party owns land in that area, the Company has taken their
land on lease basis for its Ethanol
Plant. Accordingly, the transaction is in the interest of the Company. |
5. Pasupati Advanced Films Pvt.
Ltd. (Common Director) |
Payment of Lease
Agreement |
For a period of 29 years 11
months w.e.f
16th May, 2022 |
The Company has taken the land
(4.68 Acre) on lease basis from the related party at a price of Rs. 5,000/- per acre per
month for its Ethanol Plant. |
18th May, 2022 and
10th August, 2023 |
Nil |
The Company required
additional land to setup its Ethanol Plant
adjoining to its existing manufacturing unit
at Thakurdwara. As
the related party owns land in that area, the Company has taken their
land on lease basis for its Ethanol Plant. Accordingly, the transaction is in the interest
of the Company. |
Annual Report on Corporate Social Responsibility (CSR) Activities for
the Financial Year 2024-25
[Pursuant to Section 135 of the Companies Act, 2013 read with Rule 8(1)
of the Companies (Corporate Social Responsibility Policy) Rules, 2014]
1. Brief Outline On CSR Policy Of The Company:
The Company has framed its CSR Policy to carry out its CSR activities
in accordance with Schedule VII of the Companies Act, 2013. The Company strives to
positively impact the community by promoting inclusive growth in the areas of education,
art, healthcare, sports, environmental sustainability and conservation etc. The
Company's focus areas are concentrated on increasing access to health, education,
rural development, environment sustainability, community development and holistic
development with a focus on underprivileged people living around its manufacturing units
and other establishments. The Company's CSR Policy also focuses on leveraging the
full range of the Company's resources to broaden access to the basic facilities for
the underserved population. The Company also partners with non-government organizations
(NGOs) to make a difference among local communities. The Company's focus has always
been to contribute to the sustainable development of the society and environment and to
make our planet a better place for future generations. This Policy shall apply to all CSR
initiatives and activities taken up by the Company for the benefit of different sections
of the society. The Company's CSR policy is placed on its website www.pasupatiacrylon.com .
2. Composition Of CSR Committee:
S. No. Name of Director |
Designation / Nature of
Directorship |
Number of meetings of CSR
Committee held during the year |
Number of
meetings of CSR Committee attended during the year |
1 Mr. S.C. Malik |
Chairman (Independent
Director) |
4 |
4 |
2 Mr. Vineet Jain |
Member (Executive Managing
Director) |
4 |
4 |
3 Mr. Satya Prakash Gupta |
Member (Whole-time Director) |
4 |
4 |
3. Provide the web-link where Composition of CSR committee, CSR Policy
and CSR projects approved by the board are disclosed on the website of the company.
i. Composition of CSR Committee: https://pasupatiacrylon.com/investors/#CompositionofvariouscommitteesofBoardofDirectors
ii. CSR Policy: https://pasupatiacrylon.com/wp-content/uploads/2023/04/Corporate-Social-Responsibility-CSR-Policy.pdf
iii. CSR Projects approved by the Board: https://pasupatiacrylon.com/wp-content/uploads/2025/05/CSR-ANNUAL-ACTION-
PLAN_FY2025-26.pdf
4. Provide the executive summary along with web-link(s) of Impact
assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the
Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable - Not
Applicable
5. (a) Average net profit of the company as per section 135(5) - Rs.
4,289.27 Lakh
(b) Two percent of average net profit of the company as per section
135(5) - Rs. 85.79 Lakh
(c) Surplus arising out of the CSR projects or programmes or activities
of the previous financial years. - Nil
(d) Amount required to be set off for the financial year, if any - Nil
(e) Total CSR obligation for the financial year [(b)+(c)-(d)]. - Rs.
85.79 Lakh
6. (a) Amount spent on CSR Projects (both Ongoing Project and other
than Ongoing Project) - Rs. 86.00 Lakh
(b) Amount spent in administrative overheads - Nil
(c) Amount spent on Impact Assessment, if applicable - Not
Applicable
(d) Total amount spent for the Financial Year [(a)+(b)+(c)] - Rs.
86.00 Lakh
(e) CSR amount spent or unspent for the Financial Year:
Total Amount Spent
for the Financial Year. (in Rs.) |
Amount Unspent
(in Rs.) |
Total Amount
transferred to Unspent CSR Account as per Section 135 (6) |
Amount
transferred to any fund specified under Schedule VII as per second proviso to Section 135
(5) |
| Amount |
date of transfer |
Name of the Fund |
Amount |
date of transfer |
Rs. 86.00 Lakh |
Not Applicable |
(f) Excess amount for set off, if any:
Sl. No. (1) Particular (2) |
Amount (Rs. In Lakh)
(3) |
(i) Two percent of average net
profit of the company as per section 135(5) |
85.79 |
(ii) Total amount spent for
the Financial Year |
86.00 |
(iii) Excess amount spent for
the financial year [(ii)-(i)] |
0.21 |
(iv) Surplus arising out of
the CSR projects or programmes or activities of the previous financial years, if any |
Nil |
(v) Amount available for set
off in succeeding financial years [(iii)-(iv)] |
0.21 |
7. Details of Unspent Corporate Social Responsibility amount for the
preceding three financial years:
(1) (2) |
(3) |
(4) |
(5) |
(6) |
(7) |
(8) |
Sl. No. Preceding
Financial Year |
Amount
transferred to Unspent CSR Account under Section 135(6) (in Rs.) |
Balance Amount in
Unspent CSR Account under Section 135(6) (in Rs.) |
Amount spent in the
Financial Year (in Rs.) |
Amount
transferred to a fund specified under Schedule VII as per second proviso to Section
135(5), if any. |
Amount remaining
to be spent in succeeding financial years.
(in Rs). |
deficiency, if any |
| Amount (in Rs). |
date of transfer |
NIL |
8. Whether any capital assets have been created or acquired through
Corporate Social Responsibility amount spent in the Financial Year: Nil
9. Specify the reason(s), if the company has failed to spend two per
cent of the average net profit as per sub-section (5) of section 135
: Not Applicable
ANNEAURE - III
Form No. MR-3
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR Ended 31st
MARCH, 2025
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
PASUPATI ACRYLON LIMITED CIN: L50102UP1982PLC015532 Thakurdwara,
Kashipur Road,
Distt. Moradabad, Uttar Pradesh-244601, India
I, Mehak Gupta, Proprietor of Mehak Gupta & Associates, Company
Secretaries, have conducted the Secretarial Audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by Pasupati Acrylon
Limited (CIN- L50102UP1982PLC015532) (hereinafter called the Company).
Secretarial Audit was conducted in a manner that provided me a reasonable basis for
evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the Company's books, papers, minute
books, forms and returns filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit, I hereby report that in my opinion, the Company
has, during the audit period covering the financial year ended on 31st March,
2025, complied with the statutory provisions listed hereunder and also that the Company
has proper Board-processes and compliance-mechanism in place to the extent, in the manner
and subject to the reporting made hereinafter:
I have examined the books, papers, minute's books, forms and
returns filed and other records maintained by the Company for the financial year ended on
31st March, 2025 according to the provisions of:
(i) The Companies Act, 2013 (as amended) (the Acf) and the rules
made there under;
(ii) Secretarial Standard-1 (SS-1) and Secretarial
Standard-2 (SS-2) issued by the Institute of Company Secretaries of India;
(iii) Listing agreement entered into by the Company with the BSE
Limited and National Stock Exchange of India Limited;
(iv) The Securities Contracts (Regulation) Act, 1956 (SCRA')
and the rules made there under;
(v) The Depositories Act, 1996 and the Regulations and Bye-laws framed
there under;
(vi) Foreign Exchange Management Act, 1999 and the rules and
regulations made there under to the extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings;
(vii) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 (SEBI Act'):-
(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011 (as amended);
(b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015 (as amended);
(c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018 (as amended);-
(Not applicable to the Company during the audit period).
(d) The Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021; - (Not applicable to the Company during the
audit period).
(e) The Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulations, 2021; - (Not applicable to the Company during the
audit period).
(f) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client;.
(g) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021; - (Not applicable to the Company during the audit period) and
(h) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018; - (Not applicable to the Company during the audit period).
(i) The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirement) Regulations, 2015 (SEBI (LODR) Regulations, 2015);
(j) The Securities and Exchange Board of India (Depositories and
Participants) Regulations, 2018.
(viii) I further report that, having regards to the compliance system
prevailing in the Company and on examination of the relevant documents and records in
pursuance thereof, on test check basis, the Company has complied with the provisions of
Labour Laws, Environmental Laws and other related Industry specific laws to the extent
applicable to the Company.
During the audit period the Company has complied with the provisions of
the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
I further report that
The Board of Directors of the Company is duly constituted with proper
balance of Executive Directors, Non-Executive Directors and Independent Directors. During
the period under review, change in the composition of the Board of Directors were made in
due compliance of the Act and SEBI (LODR) Regulations, 2015.
Adequate notice has been given to all Directors to schedule the Board
Meetings/Committee Meetings during the financial year under review, agenda and detailed
notes on agenda were sent generally at least seven days in advance to all the Directors
and a system exists for seeking and obtaining further information and clarifications on
the agenda items before the meeting and for meaningful participation at the meeting. On
inspection of the minutes as captured and recorded it was ascertained that all the
decisions of the Board and Committees' Meetings were unanimous and there were no
dissenting views.
I further report that, based on the review of the compliance reports
and the certificates of the Company Executive and taken on record by the Board of
Directors of the Company, in my opinion there are adequate systems and processes in the
Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines. The Company is
generally regular in filing of e-forms with the Registrar of Companies within the time
prescribed under the Act.
I further report that during the audit period, there was specific
event/action having a major bearing on Company's affairs in pursuance of the above
referred laws, rules, regulations, guidelines, standards, etc as mentioned below.
The Company has commenced commercial production at its newly set-up 150
KL per day grain-based Ethanol Plant situated at Thakurdwara, District Moradabad, Uttar
Pradesh
I further have to state that:
1. Maintenance of secretarial record is the responsibility of the
management of the Company. My responsibility is to express an opinion on these secretarial
records based on my audit.
2. I have followed the audit practices and process as were appropriate
to obtain reasonable assurance about the correctness of the Secretarial records. The
verification was done on test check basis to ensure that correct facts are reflected in
Secretarial records. I believe that the process and practices, we followed provide a
reasonable basis of my opinion.
3. I have not verified the correctness and appropriateness of financial
records and Books of Accounts of the Company.
4. Where-ever required, I have obtained the Management representation
about the Compliance of laws, rules and regulations and happening of events etc.
5. The Compliance of the provisions of Corporate and other applicable
laws, rules, regulations, standards is the responsibility of management. My examination
was limited to the verification of procedure on test check basis.
6. The Secretarial Audit report is neither an assurance as to the
future viability of the Company nor of the efficiency or effectiveness with which the
management has conducted the affairs of the Company.
ANNEXURE- IV
INFORMATION ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO PURSUANT TO SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 Read
WITH RULE 8(3) OF COMPANIES (ACCOUNTS) RULES, 2014 FOR THE YEAR ENDED 31st
MARCH, 2025
(A) CONSERVATION OF ENERGY
1. Energy conservation measures taken during the year are as under:
Upgradation of 02 Nos. Air Washer Fans by hi energy efficient
fans which have resulted in Energy Saving.
In Tow Dyeing Area steam which was being drained has been
recovered.
Replacement of Cooling Tower Fans with energy efficient fans.
Optimization parameters of Fibre Line Drum Dryer have been done
which has resulted in reduction of steam consumption.
Solar Power System of 750 KW has been installed.
2. Additional investments and proposals:
The company is continuously exploring various avenues to reduce and
optimize energy cost.
3. Impact of the measures at (1) and (2) above would save energy
consequently favourably impacted the cost of production:
(B) TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION:
1. Efforts, in brief, made towards technology absorption, adaptation
and innovation
Development of Fibre for hair application Development of MOD Acrylic
(Fire Retardant Fibre)
2. Benefits derived as a result of the above efforts e.g. product
improvement, cost reduction, product development, import substitution etc.
Additional Market Additional Profit Margin.
3. Particulars of imported technology in the last five years:
i) Technology imported |
: N.A |
ii) Year of import |
: N.A |
iii) Has technology
been fully absorbed |
: N.A |
If not fully absorbed, reason
for & future action plan |
: N.A |
4. Expenditure on R&D.
S.No. Particulars |
2024-25 |
2023-24 |
i) Capital |
- |
- |
ii) Recurring |
76.16 |
72.38 |
iii) TOTAL |
76.16 |
72.38 |
iv) Total R&D expenditure
as a percentage of total turnover |
0.12% |
0.12% |
(C) FOREIGN EXCHANGE EARNINGS & OUTGO
1. Activities relating to exports, initiatives taken to increase
exports, development of new export market for products and services and export plan.
2. Total Foreign Exchange Used & Earned (Rs. in Lakh)
Foreign Exchange Utilised |
2024-2025 |
2023-2024 |
i) Travelling |
17.66 |
12.69 |
ii) Interest & other
charges |
27.25 |
33.91 |
iii) Commission on export
sales |
110.82 |
10.05 |
iv) CIF Value of Imports : |
|
|
- Raw Material |
32,132.76 |
30,627.24 |
- Stores and spares |
40.55 |
20.96 |
- Capital Expenditure |
- |
- |
Foreign Exchange Earned |
|
|
FOB Value of Exports
(excluding Rs. Nil) export in INR - (Previous year Rs. Nil Lakh) |
5,341.39 |
4,513.52 |
PARTICULARS OF REMUNERATION OF DIRECTORS /KMPs/EMPLOYEES
a) Details pertaining to remuneration as required under Section 197
(12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are given below:
Sr. No. Name of director/ Key
Managerial Personnel (KMP) |
designation |
Ratio of Remuneration of each
director / KMP to the Median Remuneration of Employees |
Percentage increase in
Remuneration of director/ KMP for Financial Year 2024-25 |
1 Mr. Vineet Jain |
Managing Director |
80.01 |
107.00 |
2 Mr. Satya Prakash Gupta |
Director (Operations) |
11.90 |
4.01 |
3 Mr. S.C. Malik |
Independent Director |
Not Applicable, as only
sitting fees was paid during the financial year 2024-25 |
- |
4 Mr. D. K. Kapila |
Independent Director |
Not Applicable, as only
sitting fees was paid during the financial year
2024-25 |
- |
5 Mrs. Kamlesh Gupta |
Independent Director |
Not Applicable, as only
sitting fees was paid during the financial year
2024-25 |
- |
6 1Mr. S.
Sathyamoorthy |
Independent Director |
Not Applicable, as only
sitting fees was paid during the financial year
2024-25 |
- |
7 2Mr. Raj Ganesh
Viswanathan |
Independent Director |
Not Applicable, as only
sitting fees was paid during the financial year
2024-25 |
- |
8 Mr. Satish Kumar Bansal |
Chief Financial Officer |
8.02 |
4.92 |
9 Mr. Bharat Kapoor |
Company Secretary |
3.42 |
9.05 |
Note: 'Independent Directors do not draw any remuneration/commission
other than sitting fees.
Mr. S. Sathyamoorthy ceased to be director of the company due to
completion of his second term as an Independent Director on 26th September,
2024.
2 Mr. Raj Ganesh Viswanathan has been appointed as an Independent
Director of the Company w.e.f 23rd August, 2024
b) The percentage increase in the Median Remuneration of Employees in
the Financial Year 2024- 25: was -14.76 %.
c) The number of permanent employees on the rolls of the Company was
514 as on 31st March, 2025.
d) Average percentage increase already made in the salaries of
employees other than the managerial personnel in the last Financial Year was about 6.75%.
The increase in remuneration is determined based on the grade designation of the employee
of the Company.
e) It is hereby affirmed that the remuneration is as per the
remuneration policy of the company.
|