Equity Analysis

Total Revenue from Operation for the year is Rs. 650.54 Lakhs as compared to Rs. 2294.38 Lakhs of previous year. The Net Profit (Loss) for the year ended 31.03.2024 is (Rs. 516.28 Lakhs) as compare to Net Profit (Loss) of (Rs. 102.54 Lakhs) for the previous year.

2. TRANSFER TO RESERVE:

The company has not transferred profits to the reserves and surplus during the year under review.

3. DIVIDEND:

In order to accumulate funds for future projects, your directors do not recommend any dividend for the year under review.

Since there were no unpaid/unclaimed Dividend and other amounts, as prescribed under Sections 124 & 125 of Companies Act, 2013 lying with the company, therefore, the provisions of above mentioned sections do not apply to the company.

No Material changes and commitments affecting the financial position of the company have occurred between the end of the financial year and the date on which this report has been signed except that the credit facility becomes NPA as declared by the bank but the company is not declared as willful defaulter by any bank or financial institutions or other lenders.

There was no change in the nature of business of the company during the year under review.

7. SHARE CAPITAL:

During the year No equity shares were allotted to promoters or public.

7.1 BUY BACK OF SECURITIES:

The Company has not bought back any of its securities during the year under review.

7.2 SWEAT EQUITY:

The Company has not issued any Sweat Equity Shares during the year under review.

7.3 BONUS SHARES:

No Bonus Shares were issued during the year under review.

7.4 EMPLOYEES STOCK OPTION PLAN:

The Company has not provided any Stock Option Scheme to the employees.

8. FINANCE:

8.1 CASH AND CASH EQUIVALENT:

Cash and Cash equivalent as at 31^st March, 2024 is Rs. 3.21 Lakh. The Company continues to focus on judicious management of working capital. Working Capital parameters are kept under strict check through continuous monitoring.

8.2 DEPOSITS/ FIXED DEPOSITS:

During the year, Company has not accepted deposit from the public falling within the ambit of Section 73 of Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Further, the Company has not repaid any deposit to public and there are no deposits pending as on 31^st March, 2024.

9.3 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Detail of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes of Financial Statements.

9. BOARD:

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us, retain our competitive advantage.

The changes in the Board of Directors of the Company during the Financial Year i.e. 01^st April, 2023 to 31^st March, 2024 are as follows:

1. Appointment of Mr. Eshaan Singh Takkar (Non-executive Director) w.e.f. 23.05.2023

2. Resignation of Mrs. Tanupreet Kaur as an Additional Non Executive Director w.e.f. 23.05.2023

The independent director Mrs Jasjeet Kaur has been exempted from passing the proficiency test of the IICA and Mrs. Sushneet Kaur is yet to clear the proficiency test of the IICA.

9.1 KEY MANAGERIAL PERSONNEL (KMP):

During the Financial Year 2023-24, The company did not have any company secretary cum compliance officer during the year and the last company secretary Ms. Sharon Arora had resigned on 30.03.2023.

9.2 NO. OF MEETINGS OF THE BOARD:

Seven meetings of the Board of Directors were held during the year. The details of which are as following:

Details of the Meeting:-

The provisions of Companies Act, 2013 and Listing Regulations and SEBI (Listing Obligations and Disclosure) Regulation, 2015 were adhered to while considering the time gap between two meetings.

10. COMMITTEES OF BOARD:

The details regarding Committees of the Board of Directors of the Company are given in the Report on Corporate Governance, which forms a part of this Report.

11. REMUNERATION POLICY AND BOARD EVALUATION:

Company has Nomination and Remuneration policy in place pursuant to Companies Act, 2013 and SEBI (LODR) Regulation, 2015.

Independent directors in their meeting held on 14.02.2024, evaluated the performance of the non independent director of the board including Managing Director. The minutes of the meeting were placed before the board and board affirmed the same. The Board has carried out an annual evaluation of its own performance, performance of its Committees as well as the directors individually.

The details regarding process and criteria for evaluation are given in the Report on Corporate Governance, which forms a part of this Report. The 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 is enclosed herewith as 'Annexure - A'

12. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and regulation 16(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015.

13. CODE OF CONDUCT COMPLIANCE:

The declaration signed by the Managing Director affirming compliance with the Code of Conduct by Directors and Senior Management, for the financial year ended March 31, 2024 is given in Report on Corporate Governance, which forms a part of this Report.

14. TRAINING OF INDEPENDENT DIRECTORS:

Every new independent director of the Board attends an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors / senior managerial personnel make presentations to the inductees about the Company's strategy, operations, product, markets, organization structure, finance, human resources, technology, quality, facilities and risk management.

15. DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:

a) in the preparation of the Annual Accounts for the Financial Year ended 31^st March, 2024 the applicable Accounting Standards have been followed along with proper explanation relating to material departures if any;

b) the directors had selected such accounting policies and applied them consistently and made judgement 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 and of the profit and loss of the company for that period;

c) 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) the directors had prepared the annual accounts on a going concern basis; and

e) 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) 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.

16. AUDITORS:

16.1 STATUTORY AUDITORS:

M/s Parmod G Gupta & Associates, Chartered Accountants, was re appointed as as statutory auditors of the Company, for a period of five years i.e. till the Annual General Meeting to be held in 2028, by the Audit committee and the Board. They had confirmed their eligibility

The auditors have not reported any fraud in its reports.

The Statutory Auditor had reported some observations:

The company has suffered a loss during the current F.Y. for Rs. 516.28 Lakhs (Previous Year Rs. 102.54 Lakhs), resulting in significant erosion of Net Worth. The account of the company has been classified as Non-Performing Asset by its banker namely State Bank of India and subsequently recovery notices have been issued under relevant laws.

16.2 SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Bhambri & Associates (C.P No. 22626) was appointed as Secretarial Auditor of the Company for the Financial Year 2023-2024. The Secretarial Audit Report is annexed herewith as ‘Annexure B'.

The Board of Directors of the Company has appointed M/s Bhambri & Associates, Company Secretaries to undertake the secretarial audit of the company for the Financial Year 2024-2025 and onwards.

The Secretarial Auditor in his report stated the following observations / qualifications:

Explanation / Comment from the Board:

Further the Secretarial Auditor reported that

The accounts of the Company has been classified as NPA by the Bank as on 31.03.2024 That the trading in the Scrip of the company has been suspended due to non-payment of ALF dues The Company is in violation of SEBI & Exchange Regulations and the Company had not implemented structural digital database requirement as per regulation 3(5) and (6) of SEBI (PIT) Regulations 2015 till 15.11.2023.

Explanation / Comment from the Board:

The company's operations have taken a hit and the company has not been able to perform due to which the accounts have been classified as NPA. The Company has not paid Listing fee to MSEI and has raised a dispute and also its intention to delist from MSEI but still the MSEI has been raising additional invoices for Annual Listing Fee. This has caused the scrip of the company to be suspended, for which the company shall be filing application for removal of the restriction. The Company is a small company in size of operations and lately the Company has been in losses and cannot afford any liabilities and manpower. The MD has stated that the Company being a small company, in losses is unable to opt for the software required with a database.

16.3 INTERNAL AUDITORS:

Mr. Bipin Bihari Singh performs the duties of internal auditor of the company and his report is reviewed by the audit committee from time to time and has been re-appointed for FY 2023-24 and onwards.

16.4 COST AUDITOR:

The Cost Audit was not applicable on the Company during the Financial Year 2023-24 as per Companies (Cost record & audit) Rules, 2014.

17. INTERNAL FINANCIAL CONTROLS:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

18. LISTING OF SECURITIES:

The Securities of the Company are listed on Bombay Stock Exchange Limited and Metropolitan Stock Exchange of India Limited. The Company has not paid Annual Listing Fees for the years Financial Year 2018-19, 2019-20, 2020-21, 2021-22, 2022-23, 2023-24 and 2024-25 and is in violation of SEBI & Exchange Regulations. The Company has also not paid the fines/SOP fine imposed by the exchanges

19. COMMITTEES OF THE BOARD: a) Audit Committee: The company had constituted Audit Committee of the Company in compliance with provisions of Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 by consisting following Members/Chairman:

All the Members of Audit Committee are financially literate and have accounting knowledge to interpret and understand the financial statements. During the year under review, the Audit Committee Members, met Five (5) times.

b) Nomination and Remuneration Committee: The company had constituted Nomination and Remuneration Committee of the Company in compliance with provisions of Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 by consisting following Members/Chairman:

The Nomination and Remuneration Committee Members met Three (3) times on 01.04.2023, 23.05.2023 and 31.08.2023.

c) Stakeholder's Relationship Committee: The company had constituted Stakeholder Relationship Committee (SRC) of the Company in compliance with provisions of Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 by consisting following Members/Chairman:

The complaints received during the year, if any, were duly resolved. The Committee meets as and when required, to deal with the investor related matters. The Stakeholder Relationship Committee Members met once (1) time on 31.08.2023.

d) Risk Management Committee: The Company had constituted Risk Management Committee in compliance with the provisions of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 by consisting following Members/Chairman:

No Risk Management Committee meeting was held during the year under review.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS: There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

21. ANNUAL RETURN:

The Annual Return of the Company for the Financial Year 2022-2023 (Form MGT-7) can be found on the website of the Company for which the link has been provided as follows: https://www.pactindustries.in/financial-reports/

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The company has set up vigil mechanism viz. Whistle Blower Policy to enable the employees and directors to report genuine concerns, unethical behavior and irregularities, if any, in the company noticed by them which could adversely affect company's operations. The same is reviewed by the Audit Committee from time to time. No concerns or irregularities have been reported till date. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

23. SUBSIDIARIES,JOINT VENTURES AND ASSOCIATE COMPANIES: The Company does not have any Subsidiary, Joint venture or Associate Company.

24. RELATED PARTY TRANSACTIONS/ PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Clause 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the financial year were in the ordinary course of business and on an arms length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. The materially significant transactions with related parties during the financial year which were not in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. The report of the Board in respect of the particular of contracts or arrangements with related parties referred to sub section (1) of Section 188 in form AOC-2 is annexed to this report in Annexure- C.

25. CORPORATE GOVERNANCE:

Corporate Governance Regulations under SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, are not applicable to the Company but still the company has been doing some compliances on voluntary basis.

26. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: The Company has in place a prevention of sexual Harassment policy in line with the requirements of the sexual Harassment of Women at the Workplace (prevention, prohibition and Redressal) Act, 2013. During the year 2023-24 no complaints were received by the Company related to sexual Harassment.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as “Annexure- D“.

28. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows:

The Composition of company constitutes One Executive Director (MD) only. No sitting fees have been paid to any director during the Financial Year. The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are: The remuneration paid to Managing Director is 7,20,000/- per annum.

29. ONE TIME SETTLEMENT

During the period under review there has not been any OTS by the Company.

30. INSOLVENCY

During the period under review no application has been filed by or against the Company under IBC for insolvency and nor any application is pending.

31. APPRECIATION AND ACKNOWLEDGEMENTS:

The company has been very well supported from all quarters and therefore your directors wish to place on record their sincere appreciation for the support and co-operation received from Employees, Dealers, Suppliers, Central and State Governments, Bankers and others associated with the Company. Your Directors wish to thank the banks, financial institutions, shareholders and business associates for their continued support and cooperation. We look forward to receiving the continued patronage from all quarters to become a better and stronger company.

32. CAUTIONARY STATEMENT:

The statements contained in the Board's Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations.

Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.