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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Pacific Industries Ltd.

Mar 31, 2024

The Board of Directors have pleasure in presenting their 35^th Annual Report on the business and operations of Pacific Industries Limited along with the Audited Financial Statements for the Financial Year Ended March 31, 2024. This report states compliance as per the requirements of the Companies Act, 2013 (âthe Actâ), the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) 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^st March, 2024 are as follows:

(Rs. In Lacs)
Particulars	Standalone (F.Y.)		Consolidated (F.Y.)
Particulars	2023-24	2022-23	2023-24	2022-23
Revenue from Operations and Other Income	19522.49	19,048.01	20673.50	20,385.82
Less: Operating Cost	17058.98	17,028.99	17934.42	18,036.90
Operating Profit/PBDIT	2463.51	2019.02	2739.08	2,348.92
Less: Interest & Finance Charges	367.80	799.92	329.28	389.01
Less: Depreciation & Amortization Expenses	1074.32	1134.66	1077.99	1140.48
Profit Before Tax and Exceptional Items	1021.39	84.44	1331.81	819.43
Add: Exceptional items	-	-	-	-
Profit Before Tax	1021.39	84.44	1331.81	819.43
Less: Provision for Tax	75.21	(19.46)	144.02	168.82
Less: Prior Period Adjustment	-	-	-	-
Profit After Tax	946.18	103.90	1187.79	650.61
Total Other Comprehensive income	31.43	(20.44)	101.44	(20.80)
Total Comprehensive Income for the year	977.61	83.46	1289.23	629.82

Overview and the State of the Company Affairs

Your Companyâs income from operations during the year under review was INR 19,522.49 Lakhs as compared to 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.

Detailed analysis and future outlook of the Companyâs business are dealt in the Management Discussion and Analysis Report.

1. DIVIDENDS

The Board of Directors thought it prudent not to recommend any Dividend for the financial year ended 31^stMarch, 2024.

2. TRANSFER TO RESERVES

The Board of Directors didnât propose to transfer any sum to the General Reserve.

3. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Managementâs Discussion and Analysis Report for the year under review, in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the âListing Regulationsâ), is presented in a separate section forming part of the Annual Report.

4. MATERIAL CHANGES AFFECTING THE COMPANY AND COMMITMENT

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this Report. There has been no change in the nature of business of the Company.

5. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING 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 impact the going concern status and companyâs Operations in future.

6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in Annexure 1 and is attached to this report.

7. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has in place a Risk Management Policy, pursuant to Section 134 of the Companies Act 2013. This robust Risk Management framework enables identification and evaluation of business risks and opportunities, seeks to create transparency, minimize adverse impact on business objectives and enhance the Companyâs competitive advantage.

The Company has laid down a well-defined risk management mechanism commensurate with its size and the nature of business covering risk mapping, risk exposure and risk mitigation process. The Companyâs Risk Management Policy has been developed to include various categories such as Human Resources, Financial, Business Processes and Systems, Strategy, Corporate Governance and Compliance and Information Security.

Further, the Board ensures risk reporting and updates, risk policy compliances and provide overall guidance and support to business risk owners.

8. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has a Policy on Corporate Social Responsibility and the same has been posted on the website of the Company i.e www.pacificindustriesltd.com. The expenditure towards Corporate Social Responsibility is not applicable to the company for the financial year 2023-24 in accordance with Section 135 of the Companies Act, 2013.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of Loans and advance granted, Investments made and Guarantees given during the year by the Company under review, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

10. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions are entered during the Financial Year are in compliance to the provisions of law, the Policy on Materiality of and dealing with Related Party Transactions (âRelated Party Policyâ) and were entered with the approval of Audit Committee, Board and Shareholders if and as applicable. All related party transactions were entered into were on armâs length basis and in ordinary course of business. There were no related party transactions which could be considered material (based on the definition of material transaction as mentioned under explanation to Sub Regulation (1) of Regulation 23 of the SEBI Listing Regulations). Accordingly, the disclosure in Form AOC-2 pursuant to compliance of Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable to the Company for 2023-24 and hence does not form part of this report and all related party transaction on armâs length basis forms parts to notes to the Financial Statements.

11. SECRETARIAL STANDARDS

The Company complies with all the applicable provisions of Secretarial Standards.

12. AUDITORS AND AUDITORS'' REPORTA. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder, M/s Ravi Sharma & Co., Chartered Accountants, Jaipur (Firm Registration No. 015143C) were appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 33rd Annual General Meeting until the conclusion of 38th Annual General Meeting of the Company, on such remuneration as may be decided by the Audit Committee and the Board of Directors.

Pursuant to Section 139 and 141 of the Companies Act, 2013 and relevant Rules prescribed there under, the Company has received certificate from the Auditors to the effect, inter-alia, confirming that their appointment continues to be within the limits laid down by the Act, is as per the term provided under the Act, that they are not disqualified for continuing such appointment under the provisions of applicable laws and also that there are no pending proceedings against them or any of their partners with respect to professional matters of conduct.

The Audit Report for the financial year 2023-24 is attached herewith. The report does not contain any reservation, qualification or adverse remark. Information referred in the Auditor Report are selfexplanatory and do not call for any further comments.

B. Secretarial Auditor

The board has appointed M/s B K Sharma & Associates, Practising Company Secretaries, as secretarial auditor of the Company for the FY 2023-24 as per the provisions of Section 204 of Companies Act 2013 and rules made thereunder.

The Secretarial Audit Report for the financial year 2023-24 is attached herewith as Annexure 4. The report does not contain any reservation, qualification or adverse remark. Information referred in the Secretarial Auditor Report are self-explanatory and do not call for any further comments.

Secretarial Audit of Unlisted Indian Subsidiary

M/s Gist Minerals Technologies Limited, and Gaze Fashiontrade Limited wholly owned subsidiary of the Company undertakes Secretarial Audit was carried out pursuant to Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 by M/s Monika Jain & Associates, Practising Company Secretaries, does not contain any qualification, reservation or adverse remark or disclaimer and is attached herewith as Annexure 5.

Cost Audit

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is not required to maintain cost records and conduct cost audit.

13. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure 3.

14. POLICY RELATING TO DIRECTORS APPOINTMENT AND REMUNERATION ETC.

The Board has framed a Policy relating to appointment of Directors, payment of Managerial remuneration, Directorsâ 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. ANNUAL EVALUATION OF BOARD''S PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual performance evaluation of the working of its own performance, the Directors individually as well as evaluation of its Committees.

The Board and Nomination and Remuneration Committee reviewed the performance of Individual Directors, the Board as a whole, Committees of the Board and Chairman and Managing Director after taking into consideration feedback received from Directors. The evaluation was done on various parameters such as vision and strategy, participation, disclosures of interests, good governance, leadership skills, operations, business development, human resources development, corporate communication etc. The feedback received from Directors were then consolidated and placed before the Committee / Board for its evaluation. The Directors expressed their satisfaction with the evaluation process.

16. ANNUAL RETURN

As required under the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the Company is required to place a copy of Annual Return (in Form MGT-7) on the Companyâs website https://pacificindustriesltd.com.

By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Boardâs report.

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, 28.08.2023, 09.11.2023, 08.02.2024, 09.02.2024, 15.03.2024 details of which are furnished in the Corporate

Governance Report forming part of this Report. The gap between any two Meetings did not exceed 120 days. In accordance with the provisions of Schedule IV of Companies Act, 2013 (âthe Actâ) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI LODR Regulationsâ), a separate meeting of the Independent Directors of the Company was held on March 15, 2024 to review the performance of NonIndependent Directors (including the Chairperson) and the entire Board.

The Independent Directors also reviewed the quality, quantity and timeliness of the flow of information between the Management and the Board.

18. COMMITTEES OF THE BOARD

The Board of Directors have the following Committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholdersâ Relationship Committee

d. Corporate Social Responsibility Committee

e. Loan and Investment Committee

The details of the Committees along with their composition, number of meetings held and attendance at the meetings are provided in the Corporate Governance Report.

19. DIRECTORS RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors, in respect of the year ended 31st March, 2024, hereby confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgments 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;

e) The Directors had laid down proper internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable

laws and that such systems were adequate and were operating effectively.

20. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has the following subsidiaries as on 31st March, 2024 Wholly owned Subsidiaries: -

a) Gaze Fashiontrade Limited, a 100% Subsidiaries of the Company situated in the state of Karnataka.

b) Gist Minerals & technologies Limited, a 100% Subsidiaries of the Company situated in the state of Karnataka.

c) TAANJ QUARTZ INC US Based Wholly Owned Subsidiary Company.

There is no associate company within the meaning of section 2(6) of the Companies Act, 2013. There has been no material change in the nature of the business of the Subsidiaries.

21. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements 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.

This statement also provides the details of the performance and financial position of each of the Subsidiary Company.

22. LISTING OF SHARES

The shares of the Company are listed on BSE Limited and the listing fee for the year 2024-25 has been duly paid.

23. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

Disclosure under Rule 8(5) of Companies (Accounts) Rules, 2014

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

24. DEPOSITORY SYSTEM

The Company has entered into agreement with the National Securities Depository Limited and Central Depository 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. DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013

The Company has received disclosures in Form DIR - 8 from all the Directorsâ of the Company and has noted

that the none of the Director is disqualified under Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

26. DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors

The Board of the Company is comprised of eminent persons with proven competence and integrity.

Besides the experience, strong financial acumen, strategic astuteness, and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation.

As on the date of the report, the Board comprises, 3 Independent, 1 Non-Executive and 2 Executive Directors, details thereof have been provided in the Corporate Governance Report.

In terms of the requirement of the Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of the Companyâs businesses for effective functioning. The list of key skills, expertise and core competencies of the Board of Directors is detailed in the Corporate Governance Report.

In the opinion of the Board, all the directors, as well as the directors appointed / re-appointed during the year possess the requisite qualifications, experience and expertise and hold high standards of integrity.

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for reappointment 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.

During the Financial Year Mrs. Nehal Mehta and Ms. Rekha Kumari Suthar were Appointed as Non-Executive Independent Director of the Company w.e.f 08.02.2024.

Mr. Pradeep Kumar Jain Resigned from office of the Directorship w.e.f 09.11.2023 and Mr. Vinod Choudhary Resigned from office of the Directorship w.e.f 06.01.2024 due to there pre occupation. There were no other Director who were appointed/ceased/reelected/reappointed during the year under review. \

A brief resume of the Directors being appointed/ re-appointed, the nature of expertise in specific functional areas, names of companies in which they hold Directorships, committee memberships/ chairmanships, their shareholding in the Company, etc., have been furnished in the explanatory statement to the notice of the ensuing AGM.

Key Managerial Personnel

The Key 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

Disclosure with respect to the remuneration of Directors and employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as âAnnexure 3â to this Report.

A statement comprising the names of top 10 employees in terms of remuneration drawn is not being sent along with this annual report to the Members of the Company in line with the provisions of Section 136 of the 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.

In terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, the statement showing the name of the employees 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.DECLARATION OF INDEPENDENT DIRECTORS

The Company has received declarations from all Independent Directors of the Company, confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

The Independent directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent directors maintained with the Indian Institute of Corporate affairs in terms of Section 150 of the act read with rule 6 of the Companies (appointment & Qualification of directors) rules, 2014.

The Board is of the opinion that all the Independent Directors of the Company possess requisite qualifications, experience and expertise in their domain areas and that they hold highest standards of integrity.

29.INTERNAL FINANCIAL CONTROL SYSTEM

The Company continuously evolves in strengthening its internal control processes and has appointed M/s Pachori Rupesh & Associates, Chartered Accountants, as the Internal Auditor of the Company for the Financial Year 2024-2025. The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies.

Procedures to ensure conformance with the policies, standards and delegations of authority have been put in place covering all activities. Audit Committee periodically reviews the performance of internal audit system.

The Company has a rigorous business planning system to set targets and parameters for operations which are reviewed with actual performance to ensure timely initiation of corrective action, if required. The Audit Committee reviews adherence to internal control systems and internal audit reports. Further, the Board annually reviews the effectiveness of the Company''s internal control system.

30.CORPORATE GOVERNANCE

A detailed Report on Corporate Governance, pursuant to the requirements of Regulation 34(3) of the Listing Regulations, forms an integral part of this Report. A Certificate from the M/s B K Sharma & Associates, Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V (E) of the Listing Regulations, is annexed to this Report and M/s B K Sharma & Associates issued a certificate with regards to Dis-Qualification of Directors of the Company as per Regulation 34(3) of SEBI (LODR) Regulations, 2015, is also annexed to this Report.

The Business Responsibility Reporting, as required by Regulation 34(2) of the Listing Regulations, is not applicable to the Company for the financial year ending 31st March, 2024.

The Vigil Mechanism of the Company also incorporates a Whistle Blower Policy in terms of the Listing Regulations thereby establishing a vigil mechanism for Directors and permanent employees for reporting genuine concerns, if any. Protected disclosures can be made by a whistle blower to the Chairman of the Audit Committee. The policy on vigil mechanism and whistle blower policy may be accessed on the Companyâs website at the link: https://www.pacificindustriesltd.com/policies.

31.DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Company has constituted an Audit Committee as required under Section 177 of the Companies Act, 2013 and has also established Vigil Mechanism for their employees and Directors to report their genuine concerns or grievances.

The details of the same are presented in the Corporate Governance Report. The Board has accepted all the recommendations of the Audit Committee during the year under review.

32. GENERAL

During the Financial year 2023-24 following transaction were reported: -

* 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.

* During the year the company has not Issue sweat equity shares, bonus shares or employees stock option plan.

* During the year under review, there were no cases were reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

* During the year under review, the company has participated in e-auction for the grant of composite license for Nyorana-Dhandela Iron Ore Block District Sikar and Dedrauli Iron Ore Block District Karauli. The company was declared as the Preferred Bidder of the Blocks.

* There were no frauds reported by the Auditors under Sub section (12) of Section 143 of the Companies (Amendment) Act, 2015, to the Audit Committee, Board of Directors or Central Government.

* No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.

33. PREVENTION OF INSIDER TRADING

disclosure of unpublished price sensitive information to preserve the confidentiality of price sensitive information, prevent misuse thereof and regulate the trading by Insiders. The code of practice and procedures for fair disclosure of unpublished price sensitive information is also available on the Companyâs website i.e. www.pacificindustriesltd.com.

34. DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy 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 is required.

36. ACKNOWLEDGEMENTS

The Company has complete glorious 35^th eventful years of the existence. Very few brands continue to remain relevant and become iconic over such a long passage of time. The Directors are proud of the rich heritage.

The Directors wish to place on record their appreciation, for the contribution made by the employees at all levels but for whose hard work, and support, the Companyâs achievements would not have been possible.

The Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

Mar 31, 2023

The Board of Directors have pleasure in presenting their 34^th Annual Report on the business and operations of Pacific Industries Limited along with the Audited Financial Statements for the Financial Year Ended March 31, 2023. This report states compliance as per the requirements of the Companies Act, 2013 (âthe Actâ), the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) 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^st March, 2023 are as follows:

Particulars	Standalone (F.Y.)		Consolidated (F.Y.)
Particulars	2022-23	2021-22	2022-23	2021-22
Revenue from Operations and Other Income	19,048.01	28,626.52	20,385.82	29,341.53
Less: Operating Cost	17,028.99	25,556.74	18,036.90	25,753.64
Operating Profit/PBDIT	2019.02	3069.78	2,348.92	3,587.89
Less: Interest & Finance Charges	799.92	662.59	389.01	351.87
Less: Depreciation & Amortization Expenses	1134.66	1,088.32	1140.48	1079.81
Profit Before Tax and Exceptional Items	84.44	1318.86	819.43	2156.21
Add: Exceptional items	-	-	-	-
Profit Before Tax	84.44	1318.86	819.43	2156.21
Less: Provision for Tax	(19.46)	374.34	168.82	564.53
Less: Prior Period Adjustment	-	-	-	-
Profit After Tax	103.90	944.50	650.61	1591.68
Total Other Comprehensive income	(20.44)	45.94	(20.80)	45.94
Total Comprehensive Income for the year	83.46	990.44	629.82	1637.62

1. Overview and the State of the Company Affairs

Your Companyâs income from operations during the year under review was INR 19,048.01 Lakhs as compared to INR 28,626.52 Lakhs in the previous year. The total profit incurred during the year under review was Rs. 103.90 Lakhs as against Profit of Rs. 944.50 Lakhs during the previous year.

Detailed analysis and future outlook of the Companyâs business are dealt in the Management Discussion and Analysis Report.

2. DIVIDENDS

The Board of Directors thought it prudent not to recommend any Dividend for the financial year ended 31^stMarch, 2023.

3. TRANSFER TO RESERVES

The Board of Directors didnât propose to transfer any sum to the General Reserve.

4. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

5. MATERIAL CHANGES AFFECTING THE COMPANY AND COMMITMENT

6. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE.

During the year The Income Tax Department has conducted inquiry under Section 132 & 133 of the Income Tax Act, 1961 from 16^th February,2023 to 21st February,2023. and No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and companyâs Operations in future.

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

8. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

Further, the Board ensures risk reporting and updates, risk policy compliances and provide overall guidance and support to business risk owners.

9. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has a Policy on Corporate Social Responsibility and the same has been posted on the website of the Company i.e www.pacificindustriesltd.com. The Annual Report on CSR activities in terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure-7, which forms part of this Report.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not given Loans or guarantees or investments pursuant to Section 186 of the Companies Act, 2013 to other Body Corporates or persons as indicated in the notes to the financial statements.

11. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an armâs length basis. During the year, the Company did not enter into any contract/ arrangement/ transaction with related parties, which could be considered material in accordance with Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has also disclosed related party transactions on a consolidated basis for the half year ended to the stock exchange and has also published the same on the website of the Company.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website.The particulars as required under the Act are furnished in Annexure 4 (Form No. AOC-2) to this Report.

12. SECRETARIAL STANDARDS

The Company complies with all the applicable provisions of Secretarial Standards.

13. AUDITORS AND AUDITORS'' REPORT

A. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder, M/s Ravi Sharma & Co., Chartered Accountants, Jaipur (Firm Registration No. 015143C) were appointed as Statutory Auditors of the Company for a the Further term of five consecutive years, to hold office from the conclusion of the this Annual General Meeting until the conclusion of 38^th Annual General Meeting of the Company, on such remuneration as may be decided by the Audit Committee and the Board of Directors.

B. Secretarial Auditor

The board has appointed M/s B K Sharma & Associates, Practising Company Secretaries, as secretarial auditor of the Company for the FY 2022-23 as per the provisions of Section 204 of Companies Act 2013 and rules made thereunder.

The Secretarial Audit Report for the financial year 2022-23 is attached herewith as Annexure 5. The report does not contain any reservation, qualification or adverse remark. Information referred in the Secretarial Auditor Report are self-explanatory and do not call for any further comments.

Cost Audit

14. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

15. POLICY RELATING TO DIRECTORS APPOINTMENT AND REMUNERATION ETC.

16. ANNUAL EVALUATION OF BOARD''S PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board and Nomination and Remuneration Committee reviewed the performance ofIndividual Directors, the Board as a whole, Committees of the Board and Chairman and Managing Director after taking into consideration feedback received from Directors. The evaluation was done on various parameters such as vision and strategy, participation, disclosures of interests, good governance, leadership skills, operations, business development, human resources development, corporate communication etc. The feedback received from Directors were then consolidated and placed before the Committee / Board for its evaluation. The Directors expressed their satisfaction with the evaluation process.

17. ANNUAL RETURN

By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Boardâs report.

18. BOARD MEETINGS HELD DURING THE FINANCIALYEAR 2022-23

During the financial year 2022-23, Ten (10) Board Meetings were held on 20.05.2022, 28.05.2022,09.08.2022, 31.08.2022, 12.11.2022, 16.11.2022, 03.12.2022, 05.01.2023, 08.02.2023, 21.02.2023 details of which are

furnished in the Corporate Governance Report forming part of this Report. The gap between any two Meetings did not exceed 120 days. In accordance with the provisions of Schedule IV of Companies Act, 2013 (âthe Actâ) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI LODR Regulationsâ), a separate meeting of the Independent Directors of the Company was held on March 11, 2023 to review the performance of Non-Independent Directors (including the Chairperson) and the entire Board.

The Independent Directors also reviewed the quality, quantity and timeliness of the flow of information between the Management and the Board.

19. COMMITTEES OF THE BOARD

The Board of Directors have the following Committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholdersâ Relationship Committee

d. Corporate Social Responsibility Committee

The details of the Committees along with their composition, number of meetings held and attendance at the meetings are provided in the Corporate Governance Report.

20. DIRECTORS RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors, in respect of the year ended 31st March, 2023, hereby confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

d) The Directors had prepared the annual accounts on a going concern basis;

e) The Directors had laid down proper internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and were operating effectively.

21. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has the following subsidiaries as on 31st March, 2023:

a) Gaze Fashiontrade Limited, a 100% Subsidiaries of the Company situated in the state of Karnataka.

b) Gist Minerals & technologies Limited, a 100% Subsidiaries of the Company situated in the state of Karnataka.

c) TAANJ QUARTZ INC US Based Wholly Owned Subsidiary Company.

There is no associate company within the meaning of section 2(6) of the Companies Act, 2013. There has been no material change in the nature of the business of the Subsidiaries.

22. CONSOLIDATED FINANCIAL STATEMENTS

This statement also provides the details of the performance and financial position of each of the Subsidiary Company.

23. LISTING OF SHARES

The shares of the Company are listed on BSE Limited and the listing fee for the year 2023-24 has been duly paid.

24. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

Disclosure under Rule 8(5) of Companies (Accounts) Rules, 2014

25. DEPOSITORY SYSTEM

26. DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013

The Company has received disclosures in Form DIR - 8 from all the Directorsâ of the Company and has noted that the none of the Director is disqualified under Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

27. DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors

The Board of the Company is comprised of eminent persons with proven competence and integrity.

As on the date of the report, the Board comprises, 3 Independent, 1 Non-Executive and 2 Executive Directors, details thereof have been provided in the Corporate Governance Report.

In terms of the requirement of the Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of the Company''s businesses for effective functioning. The list of key skills, expertise and core competencies of the Board of Directors is detailed in the Corporate Governance Report.

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mrs. Geetadevi Jagdish Agarwal (DIN: 00386331), Director of the Company will retire by rotation at the ensuing AGM, and being eligible, offered himself for re-appointment.

During the Financial Year Mrs. Neelam Tater Appointed as Non Executive Independent Director of the Company w.e.f 12.11.2022 and Mr. Vikas Misra Resigned from office of the Directorship w.e.f 19.09.2022 due to his pre occupation. There was no other Director who was appointed/ceased/reelected/reappointed during the year under review.

Key Managerial Personnel

The Key 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

28. PARTICULARS OF EMPLOYEES

29. DECLARATION OF INDEPENDENT DIRECTORS

30. INTERNAL FINANCIAL CONTROL SYSTEM

The Company continuously evolves in strengthening its internal control processes and has appointed M/s Pachori Rupesh & Associates, Chartered Accountants, as the Internal Auditor of the Company to fill casual vacancy caused by Resignation of Mr. Ravi Sharma as the Internal Auditor of the company for the Financial Year 2023-2024. The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies.

31. CORPORATE GOVERNANCE

The Business Responsibility Reporting, as required by Regulation 34(2) of the Listing Regulations, is not applicable to the Company for the financial year ending 31st March, 2023.

32. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The details of the same are presented in the Corporate Governance Report. The Board has accepted all the recommendations of the Audit Committee during the year under review.

33. GENERAL

During the Financial year 2022-23 following transaction were reported:* 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 and Further, During the Financial Year 2022-23, the Company came out with an issue of 34,46,325 Equity Shares on âRights Issueâ basis to the existing Equity Shareholders of the Company at a price of Re.139 per Rights Equity Share with a Premium of ^129 for raising the funds not exceeding ^47.90 Lakhs.

Further to the closure of Rights Issue in the month of February, 2023, the Company, in consultation with the Lead Manager to the Issue viz., Srujan Alpha Capital Advisors LLP and the Registrar to the Issue viz., Linkintime India Pvt. Ltd., allotted 34,46,325 Equity Shares on Rights basis to the eligible Equity Shareholders. Upon the allotment of above said 34,46,325 Rights Equity Shares, the paid up Equity Share Capital of the Company got increased from 34,46,325 Equity Shares of Re.10 each to 68,92,650 Equity Shares of Re.10 each.

Out of the issue proceeds of the ^47.90 Lakhs, your Company has utilised the receipt in full towards Repayment of Unsecured Loan availed from the related party, Working Capital Requirements and General Corporate Purpose of the company. The utilisation of the proceeds has been in accordance with the Objects stated in the Letter of Offer dated 05th January, 2023 in respect of the Rights Issue of the Company in compliance with Regulation 32(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended and there is no deviation as regards the utilisation of funds.

* During the year the company has not Issue of sweat equity shares, bonus shares or employees stock option plan.

* During the year under review, there were no cases were reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

* There were no frauds reported by the Auditors under Sub section (12) of Section 143 of the Companies (Amendment) Act, 2015, to the Audit Committee, Board of Directors or Central Government.

* No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.

34. PREVENTION OF INSIDER TRADING

In compliance with the provisions of Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board has adopted a code of conduct and code of practices and procedures for fair disclosure of unpublished price sensitive information to preserve the confidentiality of price sensitive information, prevent misuse thereof and regulate the trading by Insiders. The code of practice and procedures for fair disclosure of unpublished price sensitive information is also available on the Companyâs website i.e. www.pacificindustriesltd.com.

35. DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

36. 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 is required.

37. ACKNOWLEDGEMENTS

The Company has complete glorious 34^th eventful years of the existence. Very few brands continue to remain relevant and become iconic over such a long passage of time. The Directors are proud of the rich heritage.

The Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

By Order of the Board of Directors Pacific Industries Limited

Sd/- Sd/-

J. P. Agarwal Kapil Agarwal

Chairman& Executive Director

Managing Director DIN: 00386298

Place : Udaipur DIN: 00386183

Date: August 28th, 2023

Mar 31, 2018

The Board of Directors have pleasure in presenting their 29th Annual Report on the business and operations of Pacific Industries Limited along with the Audited Financial Statements for the Financial Year Ended March 31,2018.

1. Financial Highlights

The Standalone and Consolidated Financial Results of the company for the year ended 31^st March, 2018 are as follows:

(Rs. In Lacs)

Particulars	Standalone (F.Y.)		Consolidated (F.Y.)
Particulars	2017-18	2016-17	2017-18	2016-17
Revenue from Operations and Other Income	6936.52	6819.59	7425.16	10270.40
Less: Operating Cost	6162.43	6191.98	6761.14	9688.69
Operating Profit/PBDIT	774.09	627.61	664.02	581.71
Less: Interest & Finance Charges	337.16	220.49	266.37	138.73
Less: Depreciation & Amortization Expenses	333.22	368.14	333.49	368.41
Profit Before Tax and Exceptional Items	103.71	38.98	64.16	74.57
Add: Exceptional items	-	-	-	-
Profit Before Tax	103.71	38.98	64.16	74.57
Less: Provision for Tax	20.34	4.65	28.94	14.01
Less: Prior Period Adjustment	-	-	-	7.60
Profit After Tax	83.37	34.33	35.22	52.95
Other Comprehensive Income	50.37	-15.61	-57.46	457.22
Surplus carried to Balance Sheet	133.74	18.72	-22.24	510.16

Indian Accounting Standards

The Ministry of Corporate Affairs (MCA), vide its notification in the official Gazette dated 16th February, 2015, notified the Indian Accounting Standards (IND AS) which has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013, read with rule 7 of the Companies (Accounts) Rules, 2014. Pursuant to the above said notification, the Indian Accounting Standards (IND AS) is applicable on the Company for the accounting periods beginning on or after 1 st April, 2017.

2. BUSINESS OVERVIEW

Your Company continues to maintain its reputation as one of the most reputed manufacturers & providers of choicest and exclusive range of Indian & Imported Marbles & Granites. The Company has strived to innovate in technology and marketing and has evolved accepting the changing customer demands and aspirations.

Aggressive marketing and rational utilization of resources by the management of the Company has been an ongoing process as usual.

The Company has visualized on many uncharted territories in terms of creating a better future for itself in terms of new products and a wider range of colors and the Company is well positioned to capture benefits of the upturn.

Customer Relationships

Your Company believes that strengthening the relationships with its existing clients is as important as adding new names to its clientele. The Company has been exploring new opportunities with its existing clients and has also widened its client base both geographically and numerically during the year under review and hopes to further expand it with the introduction of e-commerce facility on its website in the coming years.

The Company has also gained and maintained a reputation for importing and distributing only the highest quality stone while providing clients with personalized, detailed attention in selecting the right material for their projects.

Personnel Et Performance

Your Company has been able to develop an environment, which is conducive to high growth and performance, a work culture that encourages meritocracy and rewards high performers in an adequate and fair manner.

3. CONSOLIDATED FINANCIAL STATEMENTS

4. DIVIDEND AND TRANSFER TO RESERVE

Your Directors have not recommended any dividend for the year 2017-2018. The Board of Directors didn''t propose to transfer any sum to the General Reserve.

5. DETAILS OF SUBSIDIARIES

The Company has the following subsidiaries and step-down subsidiaries: Wholly owned Subsidiaries: -

a) Gaze Fashiontrade Limited, a 100% Subsidiaries of the Company situated in the state of Karnataka.

b) Gist Minerals 6t technologies Limited, a 100% Subsidiaries of the Company situated in the state of Maharashtra.

Step Down Subsidiaries: -

a) Biswas Solar Instrument Private Limited,, a wholly owned step-down subsidiary of the Company.

b) Blood hound Security Company Pvt. Ltd., a wholly owned step-down subsidiary of the Company.

c) RadhikavyapaarPvt. Ltd. a wholly owned step-down subsidiary of the Company.

d) Saha Coloured & falvour Spirit manufacture Pvt. Ltd. a wholly owned step-down subsidiary of the Company.

There is no associate company within the meaning of section 2(6) of the Companies Act, 2013. There has been no material change in the nature of the business of the Subsidiaries.

6. CHANGE IN CAPITAL STRUCTURE

During the year, there has been no change in the authorized share capital of the Company.

Further, the Company has not issued any shares.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year, Mr. Mangi Lai Dangi, Non-Executive Independent Director,Director on the Board of the Company has resigned w.e.f 28th February, 2018 The Board of Directors has placed on record its warm appreciation of the rich contribution made by the above Director.

Further, Mr. Sagarmal Agarwal, Mr. Jayanti Hiralal Oza, Non-Executive Independent Directors of the Company, have completed their tenure as Independent Directors on the Board of the Company on 29th September March, 2018.

In accordance with the provisions of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Kapil Agarwal is liable to retire by rotation at ensuing Annual General Meeting and being eligible offer himself for reappointment.

8. DECLARATION OF INDEPENDENT DIRECTORS

All the Independent Directors have submitted declaration that they meet the criteria of independence as provided in section 149 (6) of the Companies Act, 2013 and Regulation 16(1 )(b) of SEBI (Listing and Disclosure Requirements), 2015 and there has been no change in the circumstances which may affect their status as independent director during the year.

9. Credit Rating

The Credit Rating has been affirmed for long-term rating of ICRA - BB and for shortterm rating of ICRA- A4 on the bank facilities of the Company.

10. PARTICULARS OF EMPLOYEES

The information required pursuant to 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 from time to time, has been given in the Annexure 2.

11. NUMBER OF THE MEETINGS OF THE BOARD OF DIRECTORS

The Company had five (5) Board Meetings during the Financial Year under review. The Board Meetings were held in Compliance with the Companies Act, 2013. The details of the same provided in the Corporate Governance Report.

12. EVALUATION OF THE BOARD''S PERFORAAANCE

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, its committees and individual directors. The criteria of evaluation is described in the âReport on Corporate Governanceâ, a part of this Annual Report.

The Nomination and Remuneration Policy of the Company, containing criteria of performance evaluation of directors and payment of remuneration, has been designed to keep pace with the dynamic business environment and market-linked positioning. The policy has been duly approved and adopted by the Board, pursuant to the recommendations of the Nomination, Remuneration and Compensation Committee of the Board, which is available on the Company''s website, i.e. http://www.pacificindstriesltd.com.

13. COMPANY''S POLICY RELATING TO DIRECTOR''S APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Board has framed a policy relating to appointment of Directors, payment of Managerial remuneration, Director''s 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 is explained in the Corporate Governance Report.

14. COMMITTEES OF THE BOARD

There are currently four Committee of the Board which are as follows:

a) Audit Committee

b) Nomination & Remuneration Committee

c) Corporate Social Responsibility (CSR) Committee

d) Stakeholders'' Relationship Committee

Details of all the Committees along with their composition, charters and meetings held during the year, are provided in the âReport on Corporate Governanceâ, which forms part of this Annual Report.

15. DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors acknowledge the responsibility for ensuring compliances with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act 2013 and state that:

a. In the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. such accounting policies as mentioned in note 1 & 2 to the financial statements have been selected 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 Financial year on 31st March, 2018 and of profit and loss of the Company for that period;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The annual accounts have been prepared on a going concern basis;

e. Proper internal financial controls have been laid down which are adequate and were operating effectively.

f. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16. RELATED PARTY TRANSACTIONS

All related party transactions entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no material significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons and their relatives which may have a potential conflict with the interest of the Company at large. Particulars of contracts or arrangements with related parties referred to Section 188(1) of the Companies Act, 2013 in the form AOC 2 is annexed herewith as Annexure 3.

All related party transactions is placed before the Audit Committee as well as the Board of Directors. The Audit Committee has granted omnibus approval for related party transactions as per the provisions of the Companies Act, 2013, and SEBI (LODR) Regulations, 2015. The Board has also framed a policy on related party transactions and the same is available on the Company''s website, i.e. www.pacificindustriesltd.com.

17. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism / Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Policy has a systematic mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or policy. The policy is also available on the Company''s website i.e. www.Dacificindustriesltd.com

18. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has well defined mechanisms in place to establish and maintain adequate internal controls over all operational and financial functions considering the nature, size and complexity of its business. The Company maintains adequate internal control systems that provide among other things, reasonable assurance of recording the transactions of its operations in all material respects and of providing protection against significant misuse or loss of Company assets. Mr. Ravi Sharma, Chartered Accountant was appointed as an Internal Auditor of the Company. The Internal Auditors independently evaluate adequacy of internal controls and audit the majority of the transactions undertaken by the Company. Post audit reviews are carried out to ensure that audit recommendations have been implemented. The Audit Committee of the Board of Directors which comprises of majority of Independent Directors, inter alia, reviews the adequacy and effectiveness of internal Control and monitors implementation of Internal Audit observations.

19. LISTING OF SHARES

The shares of the Company are listed on BSE Limited and the listing fee for the year 2018-19 has been duly paid.

20. AUDITORS ANDAUDITORS'' REPORT

A. Statutory Auditors

The board has appointed of M/s Ravi Sharma & Co., Chartered Accountants, Jaipur (Firm Registration No. 015143C) as Statutory Auditors of the Company for Five (5) years beginning form the conclusion of ensuing 28th AGM to till the Conclusion of ensuing 33rd AGM, subject to ratification of their appointment by the Shareholders at every intervening Annual General Meeting.

Pursuant to the provisions of Companies (Amendment) Act, 2017, as notified on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every intervening Annual General Meeting (AGM). Accordingly, in line with the aforesaid provisions and pursuant to the resolution passed at 28th AGM, the Company, at ensuing AGM, is proposing to ratify the appointment of auditors from the conclusion of 29th AGM till the conclusion of 33rd AGM to conduct the statutory audit of the Company, without further annual ratification by members at every subsequent AGM. The statutory auditors of the Company have submitted Auditors'' Report on the financial statements (standalone and consolidated) of the Company for the financial year ended 31st March, 2018. There is qualification or adverse remark contained in the Statutory Auditors'' Report attached to Balance Sheet as at 31st March, 2018. Information referred in Auditors'' Report are self-explanatory and do not call for any further comments.

B. Secretarial Auditor

The board has appointed M/s S Hirawat St Associates, Practising Company Secretaries, as secretarial auditor of the Company for the FY 2017-18 as per the provisions of Section 204 of Companies Act 2013 and rules made thereunder.

The Secretarial Audit Report for the financial year 2017-18 is attached herewith as Annexure 4. The report does not contain any reservation, qualification or adverse remark Information referred in the Secretarial Auditor Report are self-explanatory and do not call for any further comments.

21. PARTICULARS OF LOANS, GUARANTEESAND INVESTMENTS

The particulars of loans, guarantees and investments made under section 186 of the Companies Act, 2013 by the company, to other Body Corporates or persons have been disclosed in notes to the financial statements.

22. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

23. EXTRACT OF ANNUAL RETURN

As provided under section 92(3) of the Companies Act, 2013 the extract of annual return is given in Annexure-5 in the prescribed form MGT-9, which forms part of this report.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As required under Section 135 of the Companies Act, 2013, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee to formulate and recommend to the Board, a Corporate Social Responsibility (CSR) Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013, to recommend the amount of expenditure to be incurred on the activities and to monitor the Corporate Social Responsibility Policy of the Company from time to time. The composition of CSR Committee has been given in Annual Report on CSR activities.

The Annual Report on CSR activities is annexed herewith as Annexure- 6.

25. PREVENTION OF INSIDERTRADING

In compliance with the provisions of Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board has adopted a code of conduct and code of practices and procedures for fair disclosure of unpublished price sensitive information to preserve the confidentiality of price sensitive information, prevent misuse thereof and regulate the trading by Insiders.The code of practice and procedures for fair disclosure of unpublished price sensitive information is also available on the Company''s website i.e. www.padfidndustriesltd.com.

26. RISKAAANAGEMENT

The Company has framed and implemented a Risk Management Policy to identify the various business risks. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The risk management policy defines the risk management approach across the enterprise at various levels including documentation and reporting.

27. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company is fully committed to uphold and maintain the dignity of women working in the Company. Pursuant to the provisions of Section 21 of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition, Redressal) Act, 2013, the Company formulated an Anti-Sexual Harassment policy. All employees (permanent, contractual, temporary and trainees) are covered under this policy. An Internal Complaints Committee (ICC) was set up which is responsible for redressal of complaints related to sexual harassment at the workplace. During the year under review, the Company has not received any complaint pertaining to sexual harassment..

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report of the financial condition and results of operations of the Company for the year under review as required regulation 34(2)(e) of SEBI (Listing and Disclosure Requirements) Regulations, 2015 is being given separately and forms part of this Annual Report.

29. CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements as stipulated under the Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the stock exchanges. A separate section on corporate governance, along with certificate from the auditors confirming the compliance is annexed and forms part of the annual report. The Chairman & Managing Director has confirmed and declared that all the members of the Board and the Senior Management have affirmed compliance with the code of conduct.

30. SECRETARIAL STANDARDS

During the year, the Company has complied with all applicable secretarial standards.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as per section 134(3)(m) of the Companies Act,2013 read with rule 8(3) of the Companies (Accounts) Rules,2014 is appended as Annexure 7 and forms part of the Report.

32. GREEN INITIATIVES

As in the previous years, this year too, Electronic copies of the annual Report 2017-18 and the notice of the 29th Annual General Meeting are sent to all members whose email addresses are registered with the Company/ Depository Participant(s). For the members who have not registered their email addresses, physical copies are sent in the permitted mode.

33. ACKNOWLEDGEMENTS

Your Company will soon complete 29 eventful years of the existence in this country. Your Directors are proud of this rich heritage and thank to all our stakeholders who have contributed to the success or your country.

Place: Udaipur By Order of the Board of Directors

Date: 30th May,2018 Sd/-

(J. P. Agarwal)

Chairman & Managing Director

DIN: 00386183

Mar 31, 2014

Dear Members,

The Directors pleased to present the 25th Annual Report and of the working of the Company along with the statement of accounts and the Auditors'' Report for the year ended 31st March, 2014.

1. Financial Results: (Rs. in Lac) Year ended Year ended PARTICULARS 31.03.2014 31.03.2013 (Audited) (Audited)

Turnover 7986.64 8825.11

Profit before Tax 943.40 1089.54

Less: Provision for Income Tax

- Current Tax 193.52 220.48

- Prior period Tax expenses 3.12 4.43

Net Profit after Tax 746.76 864.64

Add: Profit brought forward from previous year 4873.28 4008.64

Profit available for Appropriation 5620.04 4873.28

Net Profit carried forward 5620.04 4873.28

2. Business Results

During the year the turnover of the company has been declined by 9.50% to Rs. 7986.64 Lakh as against Rs. 8825.11 Lakh in the previous year. The Net Profit after Tax of the Company get also effected due to decline in turnover and reduced from Rs. 746.76 Lakh as against Rs. 864.64 Lakh in the previous year.

3. Dividend and transfer to Reserve

Your directors have not recommended any dividend for the year 2013-2014 and the entire surplus is proposed to be transferred to the reserves to give financial leverage to the Company.

4. Directors'' Responsibility Statement:

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm having:

S followed in the preparation of the Annual Accounts, the applicable accounting standards with proper explanation relating to material departures, if any ;

S selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period;

S taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

S Prepared the annual accounts on a going concern basis.

The above statements were noted by the Audit Committee at its meeting held on August 14, 2014.

5. Statutory Disclosures

None of the Directors are disqualified under the provisions of Section 164 of the Companies Act, 2013. The Directors have made the requisite disclosures, as required under the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

6. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as per Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is appended as Annexure "A" and forms part of the Report.

7. Particulars of Employees

None of the Employee of the Company has been paid such remuneration which attracts provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, hence requirement of disclosure under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, doesn''t arise.

8. Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to the Report on corporate governance.

All board members and senior management personnel have affirmed compliance to the Code of Conduct for the FY 2013-14

9. Capital Investments

Your Company has made an investment of Rs. 2749.04 Lacs in capital assets during the year to increase the production capacities for extraction of granite from mines for captive consumption.

10. Fixed Deposits

During the year under review, your Company has not accepted any deposit under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

11. Corporate Social Responsibility

The philosophy and practice of sustainability and business ethics has been a matter of abiding interest and faith to your Company. Your Company has always seen its interests as inseparable from that of the community.

As a part of our social responsibility we try to promote social welfare through the following educational institutions

S Geetanjali Medicity S Geetanjali Institute of Technical Studies S Geetanjali College of Pharmaceuticals Studies

12. Companies Act, 2013

During the current FY the Companies Act, 1956 has been replaced by Companies Act, 2013 and became applicable for every company from April 1, 2014. Your Company has been regular in keeping pace with the fast changes that has become applicable and initiated necessary actions accordingly. Some of the important initiatives are as under:

- Modification in terms of Audit Committee;

- Modification in terms of Nomination and Remuneration Committee;

- Modification in terms of Stakeholders Relationship Committee;

- Appointment of Secretarial Auditors;

- Setting up of Vigil Mechanism;

- Constitution of Corporate Social Responsibility Committee;

- Identification of Related parties as per new Act;

13. Directors

Your Board recommends the re-appointment of Mr. J. P. Agarwal, Managing Director cum Chairman, Mr. Kapil Agarwal, Executive Director of the Company, appointment of Mr. Vinod Chaudhary as Non- Executive Independent Director and Mrs. Geeta Devi Agarwal as Non-Executive cum woman Director of the Company in terms of the Companies Act, 2013.

The Board has received declarations from Mr. Vinod Choudhary, the Independent Director of the Company confirming that he meets with the criteria of independence as prescribed under sub-

section (6) of Section 149 of the Companies Act, 2013 and who in the opinion of the Board fulfils the conditions specified in the Act and the rules made there under and are Independent of the management. Thus the Board recommends his appointment as Independent Director.

Brief resume/details of the Director, who is/are to be appointed/re-appointed as mentioned herein above has been furnished alongwith the Explanatory Statement to the Notice of the ensuing Annual General Meeting.

14. Auditors and Auditor''s Report

The Statutory Auditor M/s A. Bafna & Company, Chartered Accountants, Jaipur, will retire at the ensuing Annual General Meeting and being eligible for re-appointment, offer themselves for re- appointment.

Your Company has received a Certificate from the Auditors to the effect that, their reappointment, if made, will be in accordance with Sections 139 and 141 of the Companies Act, 2013.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

15. Management''s Discussion and Analysis Report

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

16. Listing

The shares of your Company are presently listed on BSE.

17. Note of Appreciation

Your Directors wish to place on record their sincere appreciation for the continued support and co- operation of Financial Institutions, Banks, Government authorities and other stakeholders. Your Directors also acknowledge sincere appreciation of the commitment and hard work put in by the management and all employees of the company.

Your Directors also thank the Government of India and the concerned State Governments, Government Departments and various Agencies for their co-operation. The Directors appreciate and value the contributions made by every member of the PIL family. Propelled by your Company''s strong vision and powered by internal vitality, your Directors look forward to the future with confidence.

Bedla, Udaipur By Order of the Board 30th May, 2014

Registered Office Sd/- Village : Survey No. 13, Kempalingahalli, J. P. Agarwal Nelamangala Taluk (Rural) Chairman & Managing Director Bangalore - 562123 (Karnataka).

Mar 31, 2013

Dear Members,

The Directors present the 24th Annual Report of the working of the Company along with the statement of accounts and the Auditors'' Report for the year ended 31 st March, 2013.

1. Financial Results

(Rs in Lac)

Year ended Year ended PARTICULARS 31.03.2013 31.03.2012 (Audited) (Audited)

Turnover 8825.11 5810.79

Profit before Tax 1089.54 564.35

Less: Provision for Income Tax

Current Tax 220.47 114.53

Prior period Tax expenses 4.43

Net Profit after Tax 864.64 449.82

Add: Profitbrought forward from previous year 4008.64 3558.82

Profit available for Appropriation 4873.28 4008.64

Net Profit carried forward 4873.28 4008.64

2. Business Results

During the year the turnover of the company has been increased by 51.87% to Rs. 8825.11 lakh as against Rs. 5810.79 Lakh in the previous year. The Net Profit after Tax of the Company is Rs.864.64 Lakh as against Rs.449.82 Lakh in the previous year.

3. Dividend and transfer to Reserve

Your directors have not recommended any dividend for the year 2012-2013 and the entire surplus is proposed to be transferred to the reserves to give financial leverage to the Company.

4. Directors'' Responsibility Statement

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm having:

s followed in the preparation of the Annual Accounts, the applicable accounting standards with proper explanation relating to material departures, if any;

s selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period;

s taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

s prepared the annual accounts on a going concern basis.

The above statements were noted by the Audit Committee at its meeting held on May 30,2013.

5. Statutory Disclosures

None of the Directors are disqualified under the provisions of Section 274(1 )(g) of the Companies Act, 1956. The Directors have made the requisite disclosures, as required under the provisions of the Companies Act, 1956 and Clause 49 of the Listing Agreement.

6. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as per Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is appended as Annexure "A" and forms part of the Report.

7. Particulars of Employees

None of the Employee of the Company has been paid such remuneration which attracts provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, hence requirement of disclosure under section 217(2A) of the , Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 doesn''t arise.

8. Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section titled as ''Corporate Governance'' has been included in this Annual Report, along with the reports on ''Management Discussion and Analysis'' and ''Shareholder Information''. All board members and senior management personnel have affirmed compliance to the Code of Conduct for the FY 2012-13.

All board members and senior management personnel have affirmed compliance to the Code of Conduct for the FY 2012-13.

9. Capital Investments

Your Company has made an investment of Rs.312.21 Lacs in capital assets during the year to increase the production capacities for extraction of granite from mines for captive consumption.

10. Fixed Deposits

During the year under review, your Company has not accepted any deposit under Section 58A and 58AAof the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975

11. Corporate Social Responsibility

The philosophy and practice of sustainability and business ethics has been a matter of abiding interest and faith to your Company. Your Company has always seen its interests as inseparable from that of the community.

As a part of our social responsibility we try to promote social welfare through the following educational institutions

s Geetanjali Medicity

s Geetanjali Institute of Technical Studies

s Geetanjali College of Pharmaceuticals Studies

12. Directors

Mr. Sumit Agarwal and Mr. Amit Agarwal, Directors of the Company, liable to retire by rotation, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment. The necessary resolutions are presented in Annual General Meeting for your approval.

13. Auditors and Auditor''s Report

The Statutory Auditor M/s A. Bafna & Company, Chartered Accountants, Jaipur, will retire at the ensuing Annual General Meeting and being eligible for re-appointment, offer themselves for re-appointment. Your Company has received a Certificate from the Auditors to the effect that, their reappointment, if made, will be in accordance with the limit specified in sub section (1B) of the section 224 of the Companies Act, 1956.

The observations made in the Independent Auditors'' Report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any further comments under section 217 of the Companies Act, 1956.

14. Note of Appreciation

Your Directors wish to place on record their sincere appreciation for the continued support and co-operation of Financial Institutions, Banks, Government authorities and other stakeholders. Your Directors also acknowledge sincere appreciation of the commitment and hard work put in by the management and all employees of the company.

Your Directors also thank the Government of India and the concerned State Governments, Government Departments and various Agencies for their co-operation. The Directors appreciate and value the contributions made by every member of the PIL family. Propelled by your Company''s strong vision and powered by internal vitality, your Directors look forward to the future with confidence.

BedlaUdaipur By Order of the Board

30th May 2013 Sd/-

(J. P. Agarwal)

Registered Office Chairman & Managing Director

Village: Survey

No. 13, Kempalingahalli

Nelamangala Taluk (Rural)

Bangalore - 562123 (Karnataka)

Mar 31, 2011

Dear Members,

The Directors present the 22nd Annual Report of the working of the Company along with the statement of accounts and the Auditors' Report for the year ended 31st March, 2011.

1. Financial Results

Year ended Year ended PARTICULARS 31.03.2011 31.03.2010 (Audited) (Audited) [Rs. in Lac] Turnover 6077.34 6726.49

Profit/ (Loss) before Tax 447.04 987.62

Less: Provision for Income Tax

- Current Tax 93.49 167.85

- Prior period Tax expenses 0 21.55

Net Profit (Loss) after Tax 353.55 798.21

Add: Profit/ (Loss) brought forward from previous year 3202.52 2410.21

Less: Prior Period Adjustment 2.74 5.90

Profit available for Appropriation 3558.82 3202.52

Net Profit (Loss) carried forward 3558.82 3202.52

2. Business Results

Your Company achieved a turnover of Rs.6077.34 lakh during the period under review. This was mainly due to the in demand in the global market. The Net Profit after Tax of the Company is Rs.353.55 Lakh as against Rs.798.21 Lakh in the previous year. The decrease in the Net Profit is due to increase in Material & operating Cost.

3. Dividend

Your directors have not recommended any dividend for the year 2010-2011 and the entire surplus is proposed to be transferred to the reserves to give financial leverage to the Company.

4. Directors' Responsibility Statement

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm having:

- followed in the preparation of the Annual Accounts, the applicable accounting standards with proper explanation relating to material departures, if any ;

- 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 your Company at the end of the financial year and of the profit of your Company for that period;

- taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

- prepared the annual accounts on a going concern basis.

The above statements were noted by the Audit Committee at its meeting held on August 27, 2011.

5. Statutory Disclosures

None of the Directors are disqualified under the provisions of Section 274(1)(g) of the Companies Act, 1956. The Directors have made the requisite disclosures, as required under the provisions of the Companies Act, 1956 and Clause 49 of the Listing Agreement.

6. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as per Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is appended as Annexure "A" and forms part of the Report.

7. Particulars of Employees

None of the Employee of the Company has been paid such remuneration which attracts provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, hence requirement of disclosure under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 doesn't arise.

8. Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section titled as 'Corporate Governance' has been included in this Annual Report, along with the reports on 'Management Discussion and Analysis' and 'Shareholder Information'. All board members and senior management personnel have affirmed compliance to the Code of Conduct for the FY 2010-11.

A Certificate from the Statutory Auditors of the Company regarding compliance of conditions and provisions of the Corporate Governance is enclosed as Annexure 'B' to this report.

9. Capital Investments

Your Company has not taken up any Capital investments project during the year.

10. Fixed Deposits

During the year under review, your Company has not accepted any deposit under Section 58A and 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

11. Investor Services

The investor service facility of your Company strives to cater to the increasing expectations of the investors by keeping its services contemporary backed with the best of the state of the art infrastructure and systems.

The electronic messaging facility enables the investors to directly lodge their complaints to the Compliance Officer of the Company on pacificinvestor@rediffmail.com. It is also published in English as well as vernacular newspapers, which enjoy wide circulation in the State where the registered office of the Company is situated.

12. Human Capital

Your Company views its workers as caring and dedicated to the business and the management trusts in them and asks for their input on important decisions. The result, at Pacific Industries, is a trusting culture built assiduously and nurtured over the years. Due to this environment of mutual trust and respect, even in these turbulent times your company managed to keep the morale of the employees high.

The Directors would like to place on record their sincere appreciation to the employees for their continued cooperation in maintaining harmonious industrial relations, production and productivity.

Training

Your Company makes it a point to impart Training and Skills to staff and employees to acquire more competence in their respective areas of operation. This makes them appropriately respond to diverse work situations. Simultaneously PIL also ensures the professional growth of employees enabling them to acquire mastery over their respective jobs.

Your Company had 251 employees on roll as on 31st March, 2011.

13. Corporate Social Responsibility

The philosophy and practice of sustainability and business ethics has been a matter of abiding interest and faith to your Company. Your Company has always seen its interests as inseparable from that of the community.

As a part of our social responsibility we try to promote social welfare through the following educational institutions

- Geetanjali Medicity

- Geetanjali Institute of Technical Studies

- Geetanjali College of Pharmaceuticals Studies

14. Directors

Mr. Devendra Maliwal and Mr. Mangi Lal Dangi, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment. The term of appointment of M r. J. P. Agarwal will be end on 29th Sept., 2011. The Board has already approved their reappointment as managing director with effect from 30th Sept., 2011. The term of Mr. Kapil Agarwal as whole time director has ended on 22nd July, 2011. The board has approved reappointment of Mr. Kapil Agarwal as whole time director with effect from 23rd July, 2011. The necessary resolution are presented in Annual General Meeting for your approval.

15. Auditors and Auditor's Report

The Auditors M/s A. Bafna & Company, Chartered Accountants, Jaipur, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Company has received a Certificate from the Auditors to the effect that their appointment, if made, would be within the limits of Section 224(1B) of the Companies Act, 1956.

The observations made in the Auditors' Report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under section 217 of the Companies Act,1956.

16. Note of Appreciation

Your Directors wish to place on record their deep appreciation for the continued support and co-operation of Financial Institutions, Banks, Government authorities and other stakeholders. Your Directors also acknowledge the support extended by all employees for their dedicated service.

Your Directors also thank the Government of India and the concerned State Governments, Government Departments and various Agencies for their co-operation. The Directors appreciate and value the contributions made by every member of the PIL family. Propelled by your Company's strong vision and powered by internal vitality, your Directors look forward to the future with confidence.

On Behalf of the Board Place : Udaipur Sd/-

Dated : 27.08.2011 (J. P. Agarwal)

Chairman & Managing Director

Mar 31, 2010

The Directors present the 21st Annual Report of the working of the Company along with the statement of accounts.and the Auditors Report for the year ended 31st March, 2010.

1. FINANCIAL RESULTS:

Year ended Year ended 31.03.2009 PARTICULARS 31.03.2Q10 (Audited) (Audited) [Rs. in Lac]

"Turnover 6726.49 6020.38

Profit/ (Loss) before Tax 987.62 1418.37

Less: Provision For Income Tax

- Current Tax 167.85 170.12

- Prior period Tax Expense 21.55 11.64

Net Profit (Loss) after Tax , 798.21 1236.61

Add: Profit/ (Loss) brought forward 2410.21 1226.94 from previous year

Less: Prior Period Adjustment 5.90 53.34

Less: Adjusted on account of Reduction - - of Share Capital :

Profit available for Appropriation 3202.52 2410.21

Net Profit (Loss) carried forward 3202.52 2410.21

2. Business Results

Your Company achieved a turnover of Rs. 6726.49 lakh during the period under review which was marginally high than last year 2008-09 i.e., Rs. 6020.38 lakh. This was mainly due to the increase in demand in the global market. The Net Profit after Tax of the Company is Rs.798.21 Lakh as against Rs. 1236.61 Lakh in the previous year. The decrease in the Net Profit is due to increase in Material & operating Cost.

3. Dividend

Your directors have not recommended any dividend for the year 2009-2010 and the entire surplus is proposed to be transferred to the reserves to give financial leverage to the Company.

4. Directors Responsibility Statement:

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm having:

- followed in the preparation of the Annual Accounts, the applicable accounting standards with proper explanation relating to material departures, if any ;

- selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period;

- taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

- prepared the annual accounts on a going concern basis.

The above statements were noted by the Audit Committee at its meeting held on August 31, 2010.

5. Statutory Disclosures

None of the Directors are disqualified under the provisions of Section 274(l)(g) of the Companies Act, 1956. The Directors have made the requisite disclosures, as required under the provisions* of the Companies Act, 1956 and Clause 49 of the Listing Agreement.

6. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as per Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is appended as Annexure "A" and forms part of the Report.

7. Particulars Of Employees

None of the Employee of the Company has been paid such remuneration which attracts provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, hence requirement of disclosure under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 doesnt arise.

8. Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section titled as Corporate Governance has been included in this Annual Report, along with the reports on Management Discussion and Analysis and Shareholder Information. All board members and senior management personnel have affirmed compliance to the Code of Conduct for the FY 2009-10

A Certificate from the Statutory Auditors of the Company regarding compliance of conditions and provisions of the Corporate Governance is enclosed as Annexure B to this report.

9. Capital Investment

Your Company has not taken up any Capital investments project during the year.

10. Fixed Deposits

During the year under review, your Company has not accepted any deposit under Section 58A and 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

11. Investor Services

The investor service facility of your Company strives to cater to the increasing expectations of the investors by keeping its services contemporary backed with the best of the state of the art infrastructure and systems.

The electronic messaging facility enables the investors to directly lodge their complaints to the Compliance Officer of the Company on pacificinvestor&rediffmail.com. It is also published in English as well as vernacular newspapers, which enjoy wide circulation in the State where the registered office of the Company is situated.

12. Availability Of Information On Electronic Data Information Filing And Retrieval System (Edifar) System

SEBI vide circular no SEBI/CFD/DIL/LA/4/2007/27/12 dated December 27, 2007 informed that EDIFAR will be phased out gradually. In view of new portal viz. Corporate Filing and Dissemination System (CFDS) put in place jointly by BSE and NSE at the URL www.corpfiling.co.in. SEBI has since discontinued the EDIFAR system w.e.f from April 1, 2010.

13. Human Capital

Your Company views its workers as caring and dedicated to the business and the management trusts in them and asks for their input on important decisions. The result, at Pacific Industries, is a trusting culture built assiduously and nurtured over the years. Due to this environment of mutual trust and respect, even in these turbulent times your company managed to keep the morale of the employees high.

The Directors would like to place on record their sincere appreciation to the employees for their continued cooperation in maintaining harmonious industrial relations, production and productivity.

Training

Your Company makes it a point to impart Training and Skills to staff and employees to acquire more competence in their respective areas of operation. This makes them appropriately respond to diverse work situations .Simultaneously PIL also ensures the professional growth of employees enabling them to acquire mastery over their respective jobs.

Your Company had 196 employees on roll as on 31st March, 2010.

14. Corporate Social Responsibility

The philosophy and practice of sustainability and business ethics has been a matter of abiding interest and faith to your Company. Your Company has always seen its interests as inseparable from that of the community.

As a part of our social responsibility we try to promote social welfare through the following educational institutions:

- Geetanjali Medicity.

- Geetanjali Institute of Technical Studies

- Geetanjali College of Pharmaceuticals Studies

15. Directors

Mr. Sumit Agarwal and Mr. Amit Agarwal, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment.

16; Auditors and Auditors Report

The Auditors M/s A. Bafna & Company, Chartered Accountants, Jaipur, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Company has received a Certificate from the Auditors to the effect that their appointment, if made, would be within the limits of Section 224(1B) of the Companies Act, 1956.

The observations made in the Auditors Report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under section 217 of the Companies, Act,1956.

17. Note of Appreciation

Your Directors wish to place on record their deep appreciation for the continued support and co- operation of Financial Institutions, Banks, Government authorities and other stakeholders. Your Directors also acknowledge the support extended by all employees for their dedicated service.

Your Directors also thank the Government of India and the concerned State Governments, Government Departments and various Agencies for their co-operation. The Directors appreciate and value the contributions made by every member of the PIL family. Propelled by your Companys strong vision and powered by internal vitality, your Directors look forward to the future with confidence.

On Behalf of the Board of Directors Sd/- PLACE :Bedla,Udaipur (J.P.Agarwal) DATED:31 st August,2010 Chairman &Managing Director

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