To,
MembersofPacificIndustriesLimited,
The Pacific Industries Limited along with the Audited Financial Statements for the Financial Year Ended March 31, Board of Directors have pleasure in presenting their 35th Annual Report on the business and operations of and2024. This report states compliance as per the requirements of the Companies Act, 2013 ("the Act"), the SecuritiesExchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and other rules and regulations as applicable to the Company.
1. FINANCIAL HIGHLIGHTS
The Standalone and Consolidated Financial Results of the company for the year ended 31 follows: st March, 2024 are as (Rs. In Lacs)
Particulars
Standalone (F.Y.)
Consolidated (F.Y.)
Revenue from Operations and Other Income
Less: Operating Cost
Operating Profit/PBDIT
Less: Interest & Finance Charges
Less: Depreciation & Amortization Expenses
Profit Before Tax and Exceptional Items
Add: Exceptional items
Profit Before Tax
Less: Provision for Tax
Less: Prior Period Adjustment
Profit After Tax
Total Other Comprehensive income
Total Comprehensive Income for the year
Your Company's income from operations during the year under review was INR 19,522.49 Lakhs as compared toOverviewandtheStateoftheCompanyAffairs
INR 19,048.01 Lakhs in the previous year. The total profit incurred during the year under review was Rs. 946.18 Lakhs as against Profit of Rs. 103.90 Lakhs during the previous year.
DetailedAnalysis Report. analysis and future outlook of the Company's business are dealt in the Management Discussion and
1. DIVIDENDS
March, 2024. The Board of Directors thought it prudent not to recommend any Dividend for the financial year ended 31st
2. The Board of Directors didn't propose to transfer any sum to the General Reserve.TRANSFER TO RESERVES
3. MANAGEMENT'S Management's DiscussionDISCUSSION and AND AnalysisANALYSIS ReportREPORT for the year under review, in terms of the Securities and Regulations"), is presented in a separate section forming part of the Annual Report. Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing
4. There have been no material changes and commitments affecting the financial position of the Company between MATERIAL CHANGES AFFECTING THE COMPANY AND COMMITMENT Company. the end of the financial year and date of this Report. There has been no change in the nature of business of the
5. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING No significant or material orders were passed by the regulators or courts or tribunals which impact the going THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE. concern status and company's Operations in future.
6. The information CONSERVATIONOFENERGY,TECHNOLOGYABSORPTION,FOREIGNEXCHANGEEARNINGSANDOUTGO pertaining to conservation of energy, technology absorption, foreign exchange earnings and (Accounts) Rules, 2014 is provided in Annexure 1 and is attached to this report. outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies
7. STATEMENT The Company has in place a Risk Management Policy, pursuant to Section 134 of the Companies Act 2013. ThisCONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY seeksrobust Risk Management framework enables identification and evaluation of business risks and opportunities, to create transparency, minimize adverse impact on business objectives and enhance the Company's competitive advantage. the nature of business covering risk mapping, risk exposure and risk mitigation process. The Company's RiskThe Company has laid down a well-defined risk management mechanism commensurate with its size and Business Processes and Systems, Strategy, Corporate Governance and Compliance and Information Security. Management Policy has been developed to include various categories such as Human Resources, Financial, and support to business risk owners. Further, the Board ensures risk reporting and updates, risk policy compliances and provide overall guidance
8. The Company has a Policy on Corporate Social Responsibility and the same has been posted on the website ofCORPORATE SOCIALRESPONSIBILITY (CSR) applicable to the company for the financial year 2023-24 in accordance with Section 135 of the Companies Act, the Company i.e www.pacificindustriesltd.com. The expenditure towards Corporate Social Responsibility is not
2013.
9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIESACT,2013 Details of Loans and advance granted, Investments made and Guarantees given during the year by the Company the Financial Statements. under review, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to
10. PARTICULARS All Related Party Transactions are entered during the Financial Year are in compliance to the provisions ofOF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES entered with the approval of Audit Committee, Board and Shareholders if and as applicable. All related partylaw, the Policy on Materiality of and dealing with Related Party Transactions ("Related Party Policy") and were related party transactions which could be considered material (based on the definition of material transaction transactions were entered into were on arm's length basis and in ordinary course of business. There were no Accordingly, the disclosure in Form AOC-2 pursuant to compliance of Section 134(3)(h) of the Companies Act,as mentioned under explanation to Sub Regulation (1) of Regulation 23 of the SEBI Listing Regulations). hence does not form part of this report and all related party transaction on arm's length basis forms parts to2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable to the Company for 2023-24 and notes to the Financial Statements.
11. The Company complies with all the applicable provisions of Secretarial Standards. SECRETARIAL STANDARDS
12. AUDITORS AND AUDITORS' REPORT
A. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder, M/sStatutoryAuditors
Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion Ravi Sharma & Co., Chartered Accountants, Jaipur (Firm Registration No. 015143C) were appointed as on such remuneration as may be decided by the Audit Committee and the Board of Directors. of the 33rd Annual General Meeting until the conclusion of 38th Annual General Meeting of the Company, the Company has received certificate from the Auditors to the effect, inter-alia, confirming that their Pursuant to Section 139 and 141 of the Companies Act, 2013 and relevant Rules prescribed there under, the Act, that they are not disqualified for continuing such appointment under the provisions of applicable appointment continues to be within the limits laid down by the Act, is as per the term provided under professional matters of conduct. laws and also that there are no pending proceedings against them or any of their partners with respect to any reservation, qualification or adverse remark.The Audit Report for the financial year 2023-24 is attached herewith. The report does not contain Information referred in the Auditor Report are self-explanatory and do not call for any further comments.
B. SecretarialAuditor rules made thereunder. The board has appointedauditor of the Company for the M/sBKSharma&Associates FY 2023-24 as per the provisions of Section 204 of Companies Act 2013 and, Practising Company Secretaries, as secretarial does not contain any reservation, qualification or adverse remark.The Secretarial Audit Report for the financial year 2023-24 is attached herewith as Annexure 4. The report Information referred in the Secretarial Auditor Report are self-explanatory and do not call for any further comments.
M/s Gist Minerals SecretarialAuditofUnlistedIndianSubsidiary Technologies Limited, and Gaze Fashiontrade Limited wholly owned subsidiary of the 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015Company undertakes Secretarial Audit was carried out pursuant to Section 204 of the Companies Act, reservation or adverse remark or disclaimer and is attached herewith as Annexure 5. by M/s MonikaJain&Associates, Practising Company Secretaries, does not contain any qualification, PursuantCostAuditto the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost audit. Records and Audit) Rules, 2014, the Company is not required to maintain cost records and conduct cost
13. The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (AppointmentREMUNERATION OFDIRECTORSAND KEYMANAGERIALPERSONNEL and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure 3.
14. POLICY The Board has framed a Policy relating to appointment of Directors, payment of Managerial remuneration,RELATING TO DIRECTORS APPOINTMENT AND REMUNERATION ETC.
Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178 (3) of the Companies Act, 2013 based on the recommendation of Nomination and
Remuneration Committee. The details of this Policy have been disclosed in the Corporate Governance Report, which forms part of this Report. 15. Pursuant ANNUALEVALUATIONOFBOARD'SPERFORMANCE,ITSCOMMITTEESANDINDIVIDUALDIRECTORS to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out evaluation of its Committees. an annual performance evaluation of the working of its own performance, the Directors individually as well as
Board as a whole, Committees of the Board and Chairman and Managing Director after taking into considerationThe Board and Nomination and Remuneration Committee reviewed the performance of Individual Directors, the participation, disclosures of interests, good governance, leadership skills, operations, business development,feedback received from Directors. The evaluation was done on various parameters such as vision and strategy, humanthen consolidated and placed before the Committee / Board for its evaluation. The Directors expressed theirresources development, corporate communication etc. The feedback received from Directors were satisfaction with the evaluation process.
16. As required under the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read withANNUAL RETURN
Annual Return (in Form MGT-7) on the Company's website https://pacificindustriesltd.com.the Companies (Management and Administration) Rules, 2014, the Company is required to place a copy of extract of Annual Return (Form MGT-9) as part of the Board's report.By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide
17. BOARD MEETINGS HELD DURING THE FINANCIALYEAR 2023-24
During the financial year 2023-24, Seven (07) Board Meetings were held on 26.05.2023, 10.08.2023,
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), a separate meetingdays. In accordance with the provisions of Schedule IV of Companies Act, 2013 ("the Act") and SEBI (Listing Independent Directors (including the Chairperson) and the entire Board. of the Independent Directors of the Company was held on March 15, 2024 to review the performance of Non-
The Independent Directors also reviewed the quality, quantity and timeliness of the flow of information
18. The Board of Directors have the following Committees: COMMITTEES OF THE BOARD a. Audit Committee b. Nomination and Remuneration Committee c. Stakeholders' Relationship Committee d. Corporate Social Responsibility Committee e. Loan and Investment Committee meetings are provided in the Corporate Governance Report. The details of the Committees along with their composition, number of meetings held and attendance at the 19. DIRECTORS In terms of the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, theRESPONSIBILITY STATEMENT
Board of Directors, in respect of the year ended 31st March, 2024, hereby confirm that: a) along with proper explanation relating to material departures; in the preparation of the annual accounts, the applicable accounting standards had been followed b) the Company at the end of the financial year and of the profit and loss of the Company for that period; and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs ofThe Directorshadselectedsuchaccountingpoliciesandappliedthemconsistentlyandmadejudgments c) records in accordance with the provisions of this Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; The Directors had taken proper and sufficient care for the maintenance of adequate accounting d) The Directors had prepared the annual accounts on a going concern basis; e) that such internal financial controls were adequate and were operating effectively; and The Directors had laid down proper internal financial controls to be followed by the Company and f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable
.
20. The Company has the following subsidiaries as on 31st March, 2024 SUBSIDIARIES,JOINTVENTURESANDASSOCIATECOMPANIES
Wholly owned Subsidiaries: -
21. CONSOLIDATED The ConsolidatedFINANCIAL Financial StatementsSTATEMENTS of the Company and all the subsidiaries form a part of this Annual
Report and have been prepared in accordance with section 129(3) of the Companies Act, 2013. A separate statement containing salient features of the Financial Statements in prescribed format AOC-1 is annexed as Annexure-2 to this report. Company. This statement also provides the details of the performance and financial position of each of the Subsidiary
22. The shares of the Company are listed on BSE Limited and the listing fee for the year 2024-25 has been duly paid. LISTING OF SHARES 23. The Company has neither accepted nor renewed any deposits during the year under review. DEPOSITS
No application has been made under the Insolvency and Disclosureunder Rule 8(5)ofCompanies(Accounts)Rules,2014 Bankruptcy Code; hence the requirement to disclose
(31 of 2016) during the year along with their status as at the end of the financial year is not applicable. The the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 settlement and the valuation done while taking loan from the Banks or Financial Institutions along with therequirement to disclose the details of difference between amount of the valuation done at the time of onetime reasons thereof, is not applicable.
24. TheCompanyhasenteredintoagreementwiththeNationalSecuritiesDepositoryLimitedandCentralDepository DEPOSITORY SYSTEM
Services (India) Limited (CDSL) to enable shareholders to hold shares in a dematerialized form. The Company also offers simultaneous dematerialization of the physical shares lodged for transfer. 25. The Company has received disclosures in Form DIR – 8 from all the Directors' of the Company and has notedDISCLOSURE UNDERSECTION164(2)OFTHECOMPANIESACT,2013 -14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014. that the none of the Director is disqualified under Section 164(2) of the Companies Act, 2013 read with Rule
26. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of the Company is comprised of eminent persons with proven competence and integrity. Directors a significant degree of commitment towards the Company and devote adequate time to the meetings and Besides the experience, strong financial acumen, strategic astuteness, and leadership qualities, they have preparation. details thereof have been provided in the Corporate Governance Report. As on the date of the report, the Board comprises, 3 Independent, 1 Non-Executive and 2 Executive Directors, competencies of the Directors in the context of the Company's businesses for effective functioning. The list ofIn terms of the requirement of the Listing Regulations, the Board has identified core skills, expertise, and Report. key skills, expertise and core competencies of the Board of Directors is detailed in the Corporate Governance possess the requisite qualifications, experience and expertise and hold high standards of integrity. In the opinion of the Board, all the directors, as well as the directors appointed / re-appointed during the year the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re- Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such of appointment at every AGM. Consequently, Mr. Kapil Agarwal (DIN: 00386298), Director of the Company will retire by rotation at the ensuing AGM, and being eligible, offered himself for re-appointment. Independent Director of the Company w.e.f 08.02.2024.During the Financial Year Mrs. Nehal Mehta and Ms. Rekha Kumari Suthar were Appointed as Non-Executive
Resigned from office of the Directorship w.e.f 06.01.2024 due to there pre occupation. There were no other Mr. Pradeep Kumar Jain Resigned from office of the Directorship w.e.f 09.11.2023 and Mr. Vinod Choudhary
Director who were appointed/ceased/reelected/reappointed during the year under review. \ areas, names of companies in which they hold Directorships, committee memberships/ chairmanships, their A brief resume of the Directors being appointed/ re-appointed, the nature of expertise in specific functional shareholdingensuing AGM. in the Company, etc., have been furnished in the explanatory statement to the notice of the The Key ManagerialKey Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows: Shri Jagdish Prasad Agarwal, Chairman and Managing Director
Shri Kapil Agarwal Executive Director and Chief Financial Officer Mr. Sachin Shah, Company Secretary and Compliance Officer
27. PARTICULARS OF EMPLOYEES
the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as "Annexure 3" to this Report. along with this annual report to the Members of the Company in line with the provisions of Section 136 of the A statement comprising the names of top 10 employees in terms of remuneration drawn is not being sent Act. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before and up to the date of the ensuing Annual General Meeting during the business hours on working days. and Remuneration of Managerial personnel) Rules, 2014, the statement showing the name of the employees In terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment drawing remuneration in excess of the limit specified in the Rules are not applicable on the Company as during the period, no employee of the Company was drawing salary in excess of the that drawn by the Managing
Director or Whole-time Director.
28. The Company has received declarations from all Independent Directors of the Company, confirming that they DECLARATION OF INDEPENDENT DIRECTORS meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013. names in the data bank of Independent directors maintained with the Indian Institute of Corporate affairs inThe Independent directors of the Company have undertaken requisite steps towards the inclusion of their rules, 2014. terms of Section 150 of the act read with rule 6 of the Companies (appointment & Qualification of directors) experience and expertise in their domain areas and that they hold highest standards of integrity. The Board is of the opinion that all the Independent Directors of the Company possess requisite qualifications,
29. INTERNAL The CompanyFINANCIAL continuouslyCONTROL evolvesSYSTEM in strengthening its internal control processes and has appointed M/s
Year 2024-2025. The Company has put in place an adequate system of internal control commensurate with itsPachori Rupesh & Associates, Chartered Accountants, as the Internal Auditor of the Company for the Financial and operational information, complying with applicable statutes, safeguarding of assets of the Company andsize and nature of business. These systems provide a reasonable assurance in respect of providing financial ensuring compliance with corporate policies. place covering all activities. Audit Committee periodically reviews the performance of internal audit system. Procedures to ensure conformance with the policies, standards and delegations of authority have been put in are reviewed with actual performance to ensure timely initiation of corrective action, if required. The AuditThe Company has a rigorous business planning system to set targets and parameters for operations which Committeeannually reviews the effectiveness of the Company's internal control system. reviews adherence to internal control systems and internal audit reports. Further, the Board 30. A detailed Report on Corporate Governance, pursuant to the requirements of Regulation 34(3) of the ListingCORPORATE GOVERNANCE
Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Schedule VRegulations, forms an integral part of this Report. A Certificate from the M/s B K Sharma & Associates, Company
2015, is also annexed to this Report. regards to Dis-Qualification of Directors of the Company as per Regulation 34(3) of SEBI (LODR) Regulations, applicable to the Company for the financial year ending 31st March, 2024. The Business Responsibility Reporting, as required by Regulation 34(2) of the Listing Regulations, is not RegulationsThe Vigil Mechanismthereby establishingof the Companya vigilalsomechanismincorporatesfor Directorsa WhistleandBlowerpermanentPolicy employeesin terms offorthereportingListing Committee.genuine concerns, if any. Protected disclosures can be made by a whistle blower to the Chairman of the AuditThe policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at the link: https://www.pacificindustriesltd.com/policies.
31. DISCLOSURE OF The Company has constituted an Audit Committee as required under Section 177 of the Companies Act, 2013COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM or grievances. and has also established Vigil Mechanism for their employees and Directors to report their genuine concerns recommendations of the Audit Committee during the year under review. The details of the same are presented in the Corporate Governance Report. The Board has accepted all the
32. During the Financial year 2023-24 following transaction were reported: - GENERAL
* No disclosure or reporting is required in respect deposits covered under Chapter V of the Act.
* During the year, there has been no change in the authorized share capital of the Company.
* option plan. During the year the company has not Issue sweat equity shares, bonus shares or employees stock * of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there were no cases were reported pursuant to the Sexual Harassment * license for Nyorana-Dhandela Iron Ore Block District Sikar and Dedrauli Iron Ore Block DistrictDuring the year under review, the company has participated in e-auction for the grant of composite Karauli. The company was declared as the Preferred Bidder of the Blocks.
* CompaniesThereGovernment. were (Amendment)no frauds reportedAct, 2015,by thetoAuditorsthe AuditunderCommittee,Sub sectionBoard(12)of ofDirectorsSection 143or Centralof the
* impact the going concern status and Company's operations in future. No significant or material orders were passed by the Regulators or Courts or Tribunals which
33. In compliance with the provisions of Securities Exchange Board of India (Prohibition of Insider Trading)PREVENTION OF INSIDER TRADING
Regulations, 2015, the Board has adopted a code of conduct and code of practices and procedures for fair for fair disclosure of unpublished price sensitive information is also available on the Company's website i.e.information, prevent misuse thereof and regulate the trading by Insiders. The code of practice and procedures www. pacificindustriesltd.com.
34. DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
Neither any application was made nor any proceeding pending under the Insolvency and BankruptcyCODE,2016
Code, 2016 (31 of 2016) during the financial year.
35. 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
As Company has not done any one-time settlement during the year under review hence no disclosure
36. ACKNOWLEDGEMENTS
The Company has complete glorious 35 remain relevant and become iconic over such a long passage of time. The Directors are proud of theth eventful years of the existence. Very few brands continue to rich heritage.
The Directors wish to place on record their appreciation, for the contribution made by the employees