Directors Report of Pasari Spinning Mills Ltd.

Mar 31, 2024

The Directors present the Thirty Second Annual Report of Pasari Spinning Mills Limited (the Company) on the business and operations of the Company along with the audited financial statements for the financial year ended 31st March, 2024.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:

			Amount in Rs.
	Particulars	2023-24	2022-23
	Total Revenue	68,87,666.20	68,97,604.99
	Profit before tax	40,88,342.15	(29,10,632.87)
	Tax Expenses:
	Current tax	-	-
	Tax Related to earlier years	-	-
	MAT Credit entitlement	-	-
	Deferred tax Charge/(Credit)	(1,65,078.17)	(1,61,855.90)
	Profit (Loss) for the year	42,53,420.32	(27,48,776.97)

2. PERFORMANCE OF THE COMPANY:

For the year ended 31st March, 2024, the Company has earned a profit of Rs. 42,53,420/- (Rupees Fourty two lakh fifty three thousand four hundred and twenty only) as compared with the previous year''s loss of Rs. (27,48,776)/- (Rupees Twenty seven lakh fourty eight thousand seven hundred and seventy six only).

3. THE WEB ADDRESS, IF ANY, WHERE ANNUAL RETURN HAS BEEN PLACED

The Company is having website i.e. www.pasarispinning.com and Annual Return of Company has been published on this website.

4. BIFR STATUS:

The Company has continued in its efforts to obtain the necessary reliefs/concessions from Government of Karnataka on matters relating to Sales Tax.

5. DIVIDEND:

During the year under review, the Company did not declare any dividend to its members as a prudent business policy.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:

During the period under review there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

7. RESERVES:

During the year under review the Company has earned a profit of Rs. 42,53,420/- (Rupees Fourty two lakh fifty three thousand four hundred and twenty only) as compared with the previous year''s loss of Rs. (27,48,776)/- (Rupees Twenty seven lakh fourty eight thousand seven hundred and seventy six only)

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and the same has been transferred to Reserves and Surplus account.

8. STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK:

The Company has discontinued its production operations from the financial year 2010-11. The Company has no intention to continue the production operations henceforth and has decided to lease out the Factory premises. The Company has not made any sales during the current year. Future outlook detailed discussion is made under the head “Management Discussion and Analysis Report”, which forms part of Annual report

9. CREDIT RATING: NOT APPLICABLE

10. CHANGE IN NATURE OF BUSINESS, IF ANY:

The Company has not changed its business objectives and nature of business during the year under review. However, the Board of Directors of the Company has added a new object clause in the existing Memorandum of Association which is relating to entering into the food industry.

11. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

12. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

There were no significant and material orders passed by the Regulators or the Courts or Tribunals impacting the going concern status and Company''s operation in the future.

However, The Hon''ble Bangalore District Court, vide its order dated 31st January, 2020 has dismissed the case M/s Pasari Spinning Mills Limited Vs The Cotton Corporation of India. An appeal for the same is filed before the Hon''ble High Court of Karnataka.

13. STATEMENT IN RESPECT OF ADEQUACY OF

INTERNAL FINANCIAL CONTROL WITH

REFERENCE TO THE FINANCIAL STATEMENTS:

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

14. SUBSIDIARIES, JOINT VENTURES AND

ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint venture and Associate Companies.

15. DEPOSITS:

During the year under review the Company has not accepted/renewed any deposits.

16. PARTICULARS OF EMPLOYEES:

As required by Rule 5(2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, there were no employees employed during the year who were in receipt of remuneration which is not less than Rs.8,50,000/-(Eight lakhs fifty thousand only) per month or Rs.

1,02,00,000/- (One crore two lakhs only) per annum.

17. AUDITORS:

Statutory Auditors:

M/s. Rao & Emmar, Chartered Accountants, Bangalore (Firm Registration No. 03084S), Chartered Accountants were appointed as Statutory Auditors of your Company at the Annual General Meeting held on 30th September, 2019, for the five consecutive years and each such term would require approval of the shareholders. In line with the

requirements of the Companies Act, 2013, M/s. Rao & Emmar, Chartered Accountants, Bangalore (Firm Registration No. 03084S) were appointed as Statutory Auditor of the Company at the 28^th AGM held on 30^th September, 2019 to hold office from the conclusion of the said meeting till the conclusion of the 33^rd AGM to be held in the year 2024. The term of office of M/s. Rao & Emmar, Chartered Accountants, Bangalore, as Statutory Auditors of the Company will conclude from the close of the forthcoming AGM of the Company.

The Auditors have confirmed that they are not disqualified from being appointed as Auditors of the Company.

Statutory Auditors'' comments on Company''s accounts for year ended 31st March, 2024 are selfexplanatory in nature and do not require any explanation as per provisions of Section 134(3)(f) of the Companies Act, 2013. The qualifications, reservation, adverse remark & Disclaimers provided in audit report is replied here.

1. We draw attention to Note No. 24 - Other Disclosures of the Notes to the Financial Statements wherein the Company has provided for an amount of Rs. 63.90 Lakhs owing to non-progress of the legal dispute with the Cotton Corporation of India Limited. Further the balance litigated amount of Rs. 639.22 lakhs has been disclosed as Contingent Liability.

2. Pursuant to Section 134 of the Companies Act, 2013 the Financial Statements of the Company must be signed by any two directors (one of whom shall be the Managing Director), the Chief Executive Officer, the Chief Financial Officer and the Company Secretary of the Company, wherever they are appointed.

Our replies are as under:

Qualification/ observation/ disclaimer/ adverse remark 1- The case is pending before the Hon''ble High Court of Karnataka. Further as a measure towards Good Corporate Governance and disclosure the amount provided as advance to CCI has been treated as bad & doubtful advances and the Company has made provision towards the same and it is disclosed accordingly in the Statement of Profit and Loss.

Qualification/ observation/ disclaimer/ adverse

remark 2- The Chief Financial Officer of the Company is recovering from his ill-health and will be back shortly. However presently he is unable to sign any document due to his weak health conditions.

Secretarial Auditor:

The Board has appointed M/s Vinay & Ashwini, Company Secretaries, Bangalore as the Secretarial Auditor, to conduct the Secretarial Audit of the Company for the Financial Year 2023-24 as required under Section 204 of the Companies Act, 2013 and Rules made thereunder. The Secretarial Audit Report for the FY 2023-24 forms part of the Annual Report as Annexure-1 to the Board''s Report.

18. EXTRACT OF ANNUAL RETURN:

The requirement of preparing extract of Annual Return (MGT-9) is done away with by virtue of an amendment to Section 92(3) as well as Rule 12 of Companies (Management and Administration) Rules, 2014.

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

Significant measures are taken to reduce the energy consumption by using energy- efficient equipments. Conservation of energy is always on the “To Do” list at all levels of operations. Efforts are made in this direction on a continuous basis. The company has taken the following adequate measures to conserve the energy:

• Localized lighting in place of community lighting.

• Employees are habituated to switch off fans, lights during the lunch break and at close of office hours.

• The Company has started using LED lights which saves the energy considerably.

Sl. No	Date of Meeting	No of directors on the Board	No. of Director s Present
1.	25th May, 2023	6	6
2.	07th August, 2023	6	6
3.	05th October, 2024	6	6
4.	10th November, 2023	6	6
5.	13th February, 2024	6	6

FOREIGN EXCHANGE:

Current Previous Year Year

Earnings in Foreign Currency NIL NIL

Expenditure in Foreign Currency NIL NIL

20. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company does not meet the prescribed thresholds as provided under Section 135 for

Further, Pursuant to Section 152 of the Companies Act, 2013 Mr. Gauri Shankar Gupta (DIN: 00003860), retires by rotation and being eligible, offers herself for reappointment in the upcoming Annual General Meeting.

Key Managerial Personnel:

During the year under review there were no appointment and re-appointment of KMP.

B) Declaration by Independent Director(s) and reappointment, if any

The Company has received necessary declarations of independence from the both the Independent Directors under section 149(7) of the Companies Act, 2013, that they meet the criteria of independent director envisaged in section 149(6) of the Companies Act, 2013.

Programme For Familiarisation of Independent Directors:

The details of programme for familiarization of Independent Directors of the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at its link www.pasarispinning.com

C) Formal Annual Evaluation

constituting CSR committee and hence the same is not applicable.

21. DIRECTORS:

A) Changes in Directors and Key Managerial Personnel: During the year under review there was change in the constitution of Board, the details of the same is as under.

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, as well as the evaluation of the working of its Audit, Nomination and Remuneration Committee.

22. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The Board of Directors duly met 5 (five) times, during the year under review. The intervening gap between any two meetings was within prescribed period as per the Companies Act, 2013 and Securities and Exchange Board of India Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the same areas under:

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23. Cost Record

The provision of Cost audit as per section 148 doesn''t applicable on the Company.

24. Consolidated Financial Statements

Company doesn''t have any subsidiaries so there is no need to prepare consolidated financial statement for the

F. Y. 2023-24.

25. SEBI (LODR) Compliance

The Company has complied all the regulations of the SEBI (LODR) regulation, 2015 which are applicable to the company.

26. Compliance with Secretarial Standard

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

27. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fee for the year 2023-2024 BSE Limited with whom the Equity Shares of the Company have been listed.

28. Corporate Governance

Maintaining high standards of Corporate Governance has been fundamental to the business of your Company since its inception. A separate report on Corporate Governance is provided (Annexure -2A).

29. POLICIES OF THE COMPANY:

Vigil Mechanism/Whistle Blower Policy for directors and employees:

The Company has formulated Vigil Mechanism/Whistle Blower policy and the same is implemented.

Research and Development:

Since the Company does not have any production activities, the policy for the same is not applicable.

Insider Trading Code

In compliance with the SEBI regulations on prevention of insider trading, the Company has instituted a comprehensive Code of Conduct for regulating, monitoring and reporting of trading by Insiders. The said Code laid down guidelines, which advised them on procedures to be followed and disclosures to be made, while dealing with shares of the Company and cautioned them on on sequences of non compliances.

Internal Control System and Their Adequacy:

Detailed discussion is made under the head “Management Discussion and Analysis Report”, which forms part of Annual report.

Anti- Sexual Harassment Policy:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment of women at workplace and to provide a platform for redressal of Complaints and grievances against sexual harassment. During the Financial Year 2023-24, Company has not received any complaint on sexual harassment.

30. particulars of loans, guarantees or

INVESTMENTS MADE UNDER section 186 OF THE COMPANIES ACT, 2013:

Loans, Guarantees or Investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the Financial Statements provided in the Annual Report.

31. particulars of contracts or arrangements with related PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto is disclosed in Form No. AOC -2 as per Annexure-3.

32. MANAGERIAL REMUNERATION:

Since the Company is not carrying on any profitable activities, the Directors of the Company have voluntarily waived off their remuneration. Hence no managerial remuneration is paid for the year under review.

33. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continues basis.Detail discussion is made under the heading Management Discussion and Analysis.

34. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 your directors 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 as at the end of the financial year and of the profit/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

(d) Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(e) The directors had prepared the annual accounts on a going concern basis; and

(f) That proper internal financial controls were in place and that the internal financial controls were adequate and were operating effectively.

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

35. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

The Board noted the reports given by Statutory Auditors and Secretarial Auditor and made the following Explanations:

The replies to the Qualifications, Reservations or Adverse Remarks or Disclaimers of the Statutory Auditors are provided in the Point Number 17

Sr No.	Qualification/ observation/ Adverse remarks/ Disclaimer	Reply by the Board
1	It is noticed that during the period under review BSE, Listing Compliance Department has made some observations with respect to maintenance of SDD and suggested the Company to comply with the applicable norms.	The Company has promptly addressed and adhered to the observations raised by the Stock Exchange.
2	Pursuant to Section 134 of the Companies Act, 2013 the Financial Statements of the Company must be signed by any two directors (one of whom shall be the Managing Director), the Chief Executive Officer, the Chief Financial Officer and the Company Secretary of the Company, wherever they are appointed.	The Chief Financial Officer of the Company is recovering from his ill-health and will be back shortly. However presently he is unable to sign any document due to his weak health conditions.
3	Pursuant to Regulation 17(8) of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the CEO and CFO must provide the compliance certificate to the Board of Directors.	The Chief Financial Officer of the Company is recovering from his ill-health and will be back shortly. However presently he is unable to sign any document due to his weak health conditions.

36. FRAUD REPORTING:

Pursuant to the provisions of section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Board.

37. VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD’S REPORT:

The Company has not made any application to the Authorities for revision of Financial Statements or Boards Report during the year under review.

38. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

(i) The Company has not made any application or initiated any proceedings under the Insolvency and Bankruptcy Code, 2016.

(ii) There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

39. THE DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

No settlements have been done with banks or financial institutions.

40. AMOUNTS DUE TO MICRO, SMALL AND MEDIUM ENTERPRISES

Based on the information available with the company regarding the status of the suppliers under the MSME, there are no dues outstanding to Micro and Small Enterprises as at 31st March 2024.

41. SHARES:

SHARE CAPITAL:

A. AUTHORISED CAPITAL

The Authorized Capital of the Company is Rs.

14.00. 00.000/-(Rupees fourteen crore only) divided into 1,40,00,000 (Once crore forty lakh only) equity shares of Rs. 10/- each.

B. PAID UP CAPITAL:

The Paid up capital of the Company is Rs.

13.80.00. 000/- (Rupees thirteen crore eighty lakh only) divided into 1,38,00,000 (Once crore thirty eight lakh only) equity shares of Rs. 10/- each.

C. CHANGES IN SHARE CAPITAL, IF ANY:

There is no change in both the Authorised and paid up capital of the Company during the year under review.

D. BUY BACK OF SECURITIES:

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

E. SWEAT EQUITY:

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

F. BONUS SHARES:

No Bonus Shares were issued during the year under review.

G. EMPLOYEES STOCK OPTION PLAN:

During the year under review the Company has not provided any Stock Option Scheme to the employees.

H. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

No equity shares with differential rights were issued during the year under review.

42. ACKNOWLEDGEMENTS:

The Directors place on record their appreciation for cooperation and continued support extended by employees, consultants, customers, shareholders, investors, partners, vendors, bankers, the Government, and statutory authorities for the Company''s growth. We thank associates and consultants for their valuable contribution in our progress and look forward to their continued support.

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Mar 31, 2015

The Directors have pleasure in presenting their Twenty Fourth Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

1. Financial summary or highlights/ Performance of the Company.

Particulars 2014-15 2013-14

Turnover NIL NIL

Profit/(Loss)

before tax (14,67,806) 11,34,272

Less: Prior period adjustment, provision for deferred tax, MAT Credit entitlement (2,24,429) (2,16,135)

Profit (Loss) for the year (12,43,377) 13,50,407

Add : Balance B/F from the previous year (116,389,235 (117,739,642)

Balance Profit / (Loss) C/F to the next year 117,632,612 116,389,235

2. Performance Of The Company

For the year ended 31st March, 2015 the Company earned a total income of Rs. 23,75,100/-(Twenty three Lakh seventy five thousand and hundred only) and incurred a loss of Rs. 12,43,377 ( Twelve Lakh forty three thousand three hundred and seventy seven only) after depreciation and other adjustments.

3. BIFR Status:

The Company has continued in its efforts to obtain the necessary reliefs/concessions from Government of Karnataka on matters relating to Sales Tax.

4. Dividend

Since there was no profit, the Company did not declare any dividend to its members.

5. Reserves

Since the Company did not earn any profit, there was no transfer made to reserves.

6. Brief description of the Company's working during the year/State of Company's affair.

The Company has discontinued its production operations from the financial year 2010-11. The Company has no intention to continue the production operations henceforth and has decided to lease out the Factory premises. The Company has not made any sales during the current year.

7. Change in the nature of business, if any There was no change in the nature in the business during the financial year.

8. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

9. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

There were no significant and material orders passed by the Regulators or the Courts or Tribunals impacting the going concern status and Company's operation in the future.

10. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

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

11. Details of Subsidiary/Joint Ventures/ Associate Companies The Company does not have any subsidiary/Joint venture/Associate Companies.

12. Performance and financial position of each of the subsidiaries, associate and joint venture companies included in the consolidated financial statement.

Since the Company does not have any subsidiary/Joint venture/Associate Companies the requirement of the same is not applicable.

13. Deposits

The Company did not accept deposits from the public or members as per the provisions of Section 73 to 76 of Companies Act, 2013 or any other rules framed there under.

14. Auditors: Statutory Auditors

At the Annual General Meeting held on 30th September,2014 members of the Company appointed Statutory Auditors, M/s. Murali & Venkat, Chartered Accountants, Bengaluru, who have confirmed their eligibility and willingness to accept office. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed before the Annual General Meeting and your directors recommend their appointment

Secretarial Auditor

CS, R.C Venkatesh Rao., Practicing Company Secretary, was appointed to conduct the Secretarial Audit of the company for the Financial Year 2014-15 as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the FY 2014- 15 forms part of the Annual Report as Annexure-1 to the Board's Report.

The Board noted the reports given by Statutory and Secretarial Auditor and made the following explanations.

EXPLANATION OR COM MENTS ON

QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS.

1. The Accounting Standards AS-13 on Accounting for Investments, AS-15 on employee benefits, fixed asset details to show full particulars including quantitative details and situation of all fixed assets, will be examined in detail and necessary action will be taken during the next financial year.

2. No disclosures have been made under the provisions of Micro, Small, and Medium enterprises Development Act, 2006, as Company has not received proper information in respect of status of the Company.

3. The difference in Debtors balance is because of non- confirmation of balance from the concerned debtors.

4. The company has addressed letters to all under sundry debtors, sundry creditors and loans, & advances to confirm the balances as no one has responded, the company will follow with the reminder.

5. No provision has been made for the sales tax arrears as the Company is entitled to reliefs and concessions from Government of Karnataka as per BIFR order. The company is still following up both with BIFR and the State Government.

6. During the year, the Company has involved in buying and selling of other company's shares through stock market. As per the other objects of the Memorandum of Association investing in the shares of other company is covered in the object incidental or ancillary to the main objects. In view of the above investing in the shares of other company is in order.

7. No provision has been made for the Back billing demand raised by CESCOM as the Company is following up the same with the higher authorities of CESCOM, Bharti Airtel & Vodafone Essar.

8. Since the Company does not have any revenue it has not paid the Listing Fees to the Stock Exchange. The promoters are planning to do some profitable venturing. The Company will settle the dues of the stock exchange at the earliest.

9. The Company has made an application for obtaining the in principle approval of the Bombay Stock Exchange in the year 2012 and the fees as prescribed by the Stock Exchange is also paid by the Company. Company is following up with the stock exchange for obtaining the approval of the Bombay Stock Exchange.

10. The details about the constitution of the Board will be examined in detail and the necessary corrective action shall be taken during the next financial year.

15. Share Capital

The Company has a paid up capital of Rs. 13,80,00,000 (Thirteen Crore Eighty Lakhs Only) divided into 1,38,00,000 (One Crore thirty eight lakhs only) Equity shares of Rs. 10/-(Ten Only) each. The Authorized Capital of the Company is Rs. 14,00,00,000 (Fourteen Crores Only) divided into 1,40,00,000 (One Crore forty lakhs only) Equity shares of Rs.10/- (Ten only) each.

Further the Company has not bought up back any of its securities, has not issued any Sweat Equity Shares, bonus shares and has not provided any Stock Option Scheme to its employees, during the year under review.

16. Extract of the Annual return

In accordance with the Provisions of Section 134(3)(a) of the Companies Act, 2013 an extract of the Annual return in prescribed format is appended as Annexure-2 to the Board's report.

17. Conservation of energy, technology absorption and foreign exchange earnings and outgo Since the Company did not have any production activities the same is not applicable.

A) Conservation of energy:

Since the Company did not have any production activities the same is not applicable.

(B) Technology absorption:

Since the Company did not have any production activities the same is not applicable.

(C) Foreign exchange earnings and Outgo:

The Company had neither Foreign Exchange Earnings nor outgo during the financial year.

18. Corporate Social Responsibility (CSR)

The Company did not have the prescribed thresholds as provided under Section 135(1) for constituting CSR committee and hence the same is not applicable.

19. Directors:

A) Changes in Directors and Key Managerial Personnel:

The Board of Directors, at their meeting held on 23rd September, 2014 took note of resignation of Mr. H C Balagopal. Also the Board of Directors, at their meeting held on 25th March, 2015, appointed Mrs. Kamala Devi Gupta as Additional Director.

B) Declaration by an Independent Director(s) and re- appointment, if any All Independent Directors have given declarations to the effect that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

C) Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, as well as the evaluation of the working of its Audit, Nomination and Remuneration Committee.

20. Number of meetings of the Board of Directors.

The Board of Directors duly met 7(Seven) the details which are given in the Corporate Governance Report that forms part of this Annual report. The intervening gap between any two meetings was within prescribed period as per the Companies Act, 2013 and Clause 49 of the Listing Agreement.

21. Committees of the Board

Detail discussion is made under the heading "Corporate Governance Report..

22. Policies of the Company:

Vigil Mechanism/Whistle Blower Policy for Directors and employees:

The Company is in the process of formulating Vigil Mechanism /Whistle Blower policy and the same will be implemented at the earliest.

Research and Development

Since the Company does not have any production activities, the policy for the sane is not applicable.

Internal Control System and Their Adequacy.

Detailed discussion is made under the head "Management Discussion and Analysis Report", which forms part of Annual report.

Anti- Sexual Harassment Policy

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention., prohibition and redressal of sexual harassment of women at workplace and to provide a platform for redressal of Complaints and grievances against sexual harassment. During the Financial Year 2014-15, Company has not received any complaint on sexual harassment.

23. Particulars of loans, guarantees or investments under section 186

Loans, Guarantees or Investments covered under Section186 of the Companies Act, 2013 forms part of the notes to the Financial Statements provided in the Annual Report.

24. Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto is disclosed in Form No. AOC -2 as per Annexure-3.

25. Managerial Remuneration:

The policy of the Company on Directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, is appended to the Corporate Governance Report.

26. Corporate Governance Certificate

Pasari recognizes good Corporate Governance and is committed to sound corporate practices based on conscience, openness, fairness, professionalism and accountability, for the benefit of its stakeholders and for long-term success. We adhere to standards set by SEBI Corporate Governance practices and a Certificate on Corporate Governance pursuant to Clause 49 of the Listing Agreement forms part of this report in Annexure-4.

27. Risk management policy

Detail discussion is made under the heading Management Discussion and Analysis.

28. Directors' Responsibility Statement

To the best of our knowledge and belief, and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134 (3) (c) of the Companies Act, 2013:

(a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, except AS - 13 and AS - 15;

(b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently. Judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

(c) that proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) that the annual financial statements have been prepared on a going concern basis; and

(e) that proper internal financial controls were in place and that the internal financial controls were adequate and were operating effectively.

(f) that systems to ensure compliance with the provisions of all applicable laws were in place and adequate operating effectively.

29. Acknowledgements

The Directors place on record their appreciation of cooperation and continued support extended by customers, shareholders, investors, partners, vendors, bankers, the Government, and statutory authorities for the Company's growth. We thank employees at all levels across the Group for their valuable contribution in our progress and look forward to their continued support.

for and behalf of the Board of Directors

Date: 19th August, 2015

G.S. Gupta T.K. Gupta Place: Bangalore Chairman Managing Director

DIN:00003860 DIN:00054549

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Mar 31, 2014

Dear Members,

The directors are pleased to present their Twenty Third Annual Report on the business and operations of your Company for the year ended 31st March 2014.

1. Financial Results:

Particulars 2013-14 2012-13

Profit/(Loss) before tax 11,34,272 (2,38,689)

Less: Prior period Nil Nil adjustment, provision for deferred tax

Profit (Loss) for the year 13,50,407 (2,38,689)

2. Performance: For the year ended 31st March, 2014 the Company earned a total income of Rs. 59,55,106 (Rupees Fifty nine Lakhs fifty five thousand one hundred and six only) and earned a Profit of Rs. 13,50,407 (Rupees Thirteen Lakhs fifty thousand four hundred and seven only) after depreciation and other adjustments.

3. BIFR status: The Company has continued in its efforts to obtain the necessary reliefs/ concessions from Government of Karnataka on matters relating to Sales Tax.

4. Corporate Governance: As per the revised Clause 49 of the Listing Agreement, a detailed note on Corporate Governance is given separately. The company has complied with the requirements and disclosures that have to be made in this regard. The Auditor''s certificate confirming the compliance of the Corporate Governance requirements by the company is attached to the report on Corporate Governance.

5. Management''s Discussion & Analysis of business performance: A detailed review of operations, performance and future outlook of the Company is given separately under the head "Management''s Discussion & Analysis of Business performance"

6. Listing: The Equity shares of the Company continue to remain listed with the Stock Exchange, Mumbai.

7. Registrar & Share Transfer Agents: With effect from July 2007, the Company has appointed M/s Karvy Computershares Private Limited as its Registrar and Transfer agent for both electronic and physical share transactions.

8. Directors'' Responsibility Statement:

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 on the Directors responsibility statement, it is hereby confirmed:

i. That in the preparation of accounts for the financial year ended 31st March, 2014; the applicable accounting standards have been followed along with proper explanation relating to material departure.

ii. That the Directors have selected the 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 the Company at the end of the year under review and of the profit of the Company for the year under review.

iii. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. That the directors have prepared the Annual Accounts for the year ended 31st March 2014 on a going concern basis.

9. Cost Audit: Since the company has closed its production activities, the Company has requested, the Ministry of Corporate Affairs, to exempt the Company from filing the cost records with the ministry and to appoint the cost accountant.

10. Fixed Deposits: The Company has not accepted any deposits either form the public or from the shareholders during the year.

11. Retire by rotation:Mr. K.C. Gupta, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

12. Audtiors: M/s Murali & Venkat, Chartered Accountants, retire at the conclusion of ensuing Annual General Meeting and, being eligible, offer themselves for reappointment as Statutory Auditors.

13. Health, safety and environmental protection: Your Company has substantially complied with all applicable Environmental Laws and Labour Laws. The Company has taken significant measures towards environment protection and conservation.

14. Energy, Technology Absorption and Foreign Exchange: The information required under Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Directors) Rules, 1988 is appended hereto and forms part of this Report.

15. Replies to the qualifications in the Audit Report: As required under Section 217(3) of the Companies Act, 1956, your Directors wish to reply on the qualifications of the statutory auditors as follows:

a) The Accounting Standards AS-13 on Accounting for Investments, AS-15 on employee benefits will be examined in detail and necessary action will be taken during the next financial year.

b) No disclosures have been made under the provisions of Micro, Small, and Medium enterprises Development Act, 2006, as Company has not received proper information in respect of status of the Company.

c) The difference in Debtors balance is because of non-confirmation of balance from the concerned debtors.

d) The company has addressed letters to all under sundry debtors, sundry creditors and loans, & advances to confirm the balances as no one has responded, the company will follow with the reminder.

e) No provision has been made for the sales tax arrears as the Company is entitled to reliefs and concessions from Government of Karnataka as per BIFR order. The company is still following up both with BIFR and the State Government.

f) No provision has been made for the Back billing demand raised by CESCOM as the Company is following up the same with the higher authorities of CESCOM, Bharti Airtel & Vodafone essar.

16. Particulars of the employees & industrial relations: Relations between the employees and the management continued to be cordial during the year. No employees was in receipt of remuneration during the financial year, exceeding the prescribed limits as per Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975.

17. Acknowledgements: Your Directors take this opportunity to thank all Shareholders, Banks, Customers, Vendors, Government Authorities and Stakeholders for their assistance, co – operation and the confidence reposed in your Company.

Your Directors extend their deep sense of appreciation to the employees of the Company for their commitment and contribution.

for and on behalf of the Board

G.S.GUPTA

Date: 31.07.2014 Chairman

Place: Bangalore DIN: 00003860

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Mar 31, 2013

Dear Members,

The directors are pleased to present their Twenty second Annual Report on the business and operations of your Company for the year ended 31st March 2013.

1. FINANCIAL RESULTS:

(Amount in Rupees)

Particulars 2012-13 2011-12

Profit/(Loss) before tax (2,38,689) (4,68,56,562)

Less : Prior period adjustment, provision for deferred tax Nil (1,73,36,663)

Profit (Loss) for the year (2,38,689) (2,95,19,899)

2. Performance : For the year ended 31st March, 2013 the Company earned a total income of Rs. 68,99,893 and incurred a loss of Rs. 2,38,689 after depreciation and other adjustments.

3. BIFR STATUS : The Company has continued in its efforts to obtain the necessary reliefs/ concessions from Government of Karnataka on matters relating to Sales Tax.

4. Corporate Governance : As per the revised Clause 49 of the Listing Agreement, a detailed note on Corporate Governance is given separately. The company has complied with the requirements and disclosures that have to be made in this regard. The Auditor''s certificate confirming the compliance of the Corporate Governance requirements by the company is attached to the report on Corporate Governance.

5. Management''s Discussion & Analysis of business performance :

A detailed review of operations, performance and future outlook of the Company is given separately under the head "Management''s Discussion & Analysis of Business performance"

6. Listing : The Equity shares of the Company continue to remain listed with, The Stock Exchange, Mumbai.

7. Registrar & Share Transfer Agents : with effect from July 2007, the Company has appointed M/s Karvy Computershares Private Limited as its Registrar and Transfer agent for both electronic and physical share transactions.

8. Directors'' Responsibility Statement : Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 on the Directors responsibility statement, it is hereby confirmed:

a. That in the preparation of accounts for the financial year ended 31st March, 2013; the applicable accounting standards have been followed along with proper explanation relating to material departure.

b. That the Directors have selected the 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 the Company at the end of the year under review and of the profit of the Company for the year under review.

c. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d. That the directors have prepared the Annual Accounts for the year ended 31st March 2013 on a going concern basis.

9. Cost Audit : Since the company has closed its production activities, the Company has requested, the Ministry of Corporate Affairs, to exempt the Company from filing the cost records with the ministry and to appoint the cost accountant.

10. Fixed Deposits : The Company has not accepted any deposits either form the public or from the shareholders during the year.

11. Directors : The term of appointment of Mr. T K Gupta, as Managing Director of the Company has expired. Considering his performance and contributions during his previous tenure to the Company, the Board has decided to re appoint him as the Managing Director for a further period of five years.

Mr. G.S. Gupta, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re- appointment.

12. Audtiors : M/s Murali & Venkat, chartered accountants, Statutory Auditors retire at the conclusion of ensuing annual general meeting and, being eligible, offer themselves for reappointment as statutory auditors.

13. Health, safety and environmental protection:

Your Company has substantially complied with all applicable environmental laws and Labour laws. The Company has taken significant measures towards environment protection and conservation.

14. Energy, Technology Absorption and Foreign Exchange : The information required under Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Directors) Rules, 1988 is appended hereto and forms part of this Report.

15. Replies to the qualifications in the Audit Report : As required under Section 217(3) of the Companies Act, 1956, your Directors wish to reply on the qualifications of the statutory auditors as follows:

i. The Accounting Standards AS-13 on Accounting for Investments, AS-15 on employee benefits will be examined in detail and necessary action will be taken during the next financial year.

ii. No disclosures have been made under the provisions of Micro, small, and Medium enterprises Development Act, 2006, as Company has not received proper information in respect of status of the Company.

iii. The difference in Debtors balance is because of non-confirmation of balance from the concerned debtors.

iv. The company has addressed letters to all under sundry debtors, sundry creditors and loans, & advances to confirm the balances as no one has responded, the company will follow with the reminder.

v. No provision has been made for the sales tax arrears as the Company is entitled to reliefs and concessions from Government of Karnataka as per BIFR order. The company is still following up both with BIFR and the State Government.

vi. No provision has been made for the Back billing demand raised by CESCOM as the Company is following up the same with the higher authorities of CESCOM.

16. Particulars of the employees & industrial relations : Relations between the employees and the management continued to be cordial during the year. No employees was in receipt of remuneration during the financial year, exceeding the prescribed limits as per Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975.

17. Acknowledgements : Your Directors take this opportunity to thank all Shareholders, Banks, Customers, Vendors, Government Authorities and Stakeholders for their assistance, co - operation and the confidence reposed in your Company.

Your Directors extend their deep sense of appreciation to the employees of the Company for their commitment and contribution.

For and on behalf of the Board

Date: 13.08.2013 (G.S. GUPTA)

Place: Bangalore Chairman

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Mar 31, 2010

The Directors are pleased to present their Eighteenth Annual Report on the business and operations of your Company for theyear ended 31st March, 2010.

1. FINANCIAL RESULTS : Rs. in Lakhs

Particulars 2009-10 2008-09

(Loss) / Profit before

depreciation & interest (24.14) 169.79

Profit (Loss) before tax (86.19) (99.74)

LESS: Prior period adjustment, provision for deferred tax and fringe benefit tax 92.55 16.00

Profit (Loss) for the year 6.36 (83.74)

2. PERFORMANCE:

For the year ended 31 st March, 2010, the Company earned a total income of Rs. 1034.30 lakhs and incurred net loss of Rs. 86.19 lakhs after depreciation and other adjustments.

3. BIFR STATUS:

The Company has complied with all the terms ind conditions for revival based on the rehabilitation ;; scheme? approved by BIFR. The Company has; continued in its efforts to obtain the necessary reliefs / concessions from Govt, of Karnataka on matters relating to Sales Tax.

4. CORPORATE GOVERNANCE:

As per the revised Clause 49 of the Listing Agreement, a detailed note on Corporate Governance is given separately. The Company has complied with the requirements and disclosures that have to be made in this regard. The Auditors certificate confirming the compliance of the Corporate Governance requirements by the company is attached to the report on Corporate Governance.

5. MANAGEMENTS DISCUSSION & ANALYSIS:

A detailed review of operations, performance and future outlook of the Company is given separately under the head "Managements Discussion & Analysis of Business performance."

6. LISTING:

The Equity shares of the Company continued to remain listed with The Stock Exchange, Mumbai.The Company has paid the listing fee to the Stock exchange upto date.

7. REGISTRAR & SHARE TRANSFER AGENTS:

With effect from July 2007, the Company has appointed M/s. Karvy Computershares Private Limited as its Registrar and Transfer agent for both electronic and physical share transactions.

8. DIRECTORS RESPONSIBILITY STATEMENT.:

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956, on the Directors responsibility statement, it is hereby confirmed:

a) That in the preparation of accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departure.

b) That the Directors have selected the 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 year under review and of the Profit of the Company for the year under review.

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors have prepared the annual accounts for the year ended 31 st March, 2010 on a going concern basis.

9. COST AUDIT:

The Board of Directors have appointed Mr. A. Omprakash, Cost Accountant, Bangalore to audit the cost accounts of the Company relating to the manufacture of cotton yarn for the financial year ended 31st March, 2010 in compliance with the directives of the Central Government in this regard.

10. FIXED DEPOSITS:

The Company has not accepted any deposits either from the public or from the shareholders during the year.

11. Directors: Mr. P.K. Sharma, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

12. Audtiors: M/s Murali & Venkat, chartered accountants, Statutory Auditors retire at the conclusion of ensuing annual general meeting and, being eligible, offer themselves for reappointment as statutory auditors.

13. Health, safety and environmental protection: Your Company has substantially complied with all applicable environmental laws and Labour laws.The Company has taken significant measures towards environment protection and conservation.

14. Energy, Technology Absorption and Foreign Exchange: The information required under Section 217 (1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Directors) Rules, 1988 is appended hereto and forms part of this Report.

15. Replies to the qualifications in the Audit Report:

As required under Section 217(3) of the Companies Act, 1956, your Directors wish to reply on the qualifications of the statutory auditors as follows:

a) The Accounting Standards AS-2, on finished

Stock valuation and AS-13 on Accounting for Investments, AS-15 on employee benefits will be examined in detail and necessary action will be taken during the next financial year.

b) No disclosures have been made under the provisions of Micro, small, and Medium enterprises Development Act, 2006, as Company has not received proper information in respect of jtatus of the Company.

c) The difference in Debtors balance is because of non-confirmation of balance from the concerned debtors.

d) The company has addressed letters to all under sundry creditors and loans, & advances to confirm the balances as no one has responded, the company will follow with the reminders.

e) No provision has been made for the sales tax arrears as the Company is entitled to reliefs and concessions from Government of Karnataka as per BIFR order. The company is still following up both with BIFR and the State Government.

16. Particulars of the employees & industrial relations: Relations between the employees and the management continued to be cordial during the year. No employees was in receipt of remuneration during the financial year, exceeding the prescribed limits as per Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975.

17. Acknowledgements: Your. Directors take this opportunity to thank all Shareholders, Banks, Customers, Vendors, Government Authorities and Stakeholders for their assistance, co - operation and the confidence reposed in your Company.

Your Directors extend their deep sense of appreciation to the employees of the Company for their commitment and contribution.

For and on behalf of the Board

Date: 26-08-2010 (G.S. GUPTA)

Place: Bangalore Chairman