To,
MembersofPacificIndustriesLimited,
The Pacific Industries Limited along with the Audited Financial Statements for the
Financial Year Ended March 31, Board of Directors have pleasure in presenting their 35th
Annual Report on the business and operations of and2024. This report states compliance as
per the requirements of the Companies Act, 2013 ("the Act"), the
SecuritiesExchange Board of India (Listing Obligations & Disclosure Requirements)
Regulations, 2015 ("Listing Regulations") and other rules and regulations as
applicable to the Company.
1. FINANCIAL HIGHLIGHTS
The Standalone and Consolidated Financial Results of the company for the year ended 31
follows: st March, 2024 are as (Rs. In Lacs)
Particulars |
Standalone (F.Y.) |
Consolidated (F.Y.) |
| 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 |
Your Company's income from operations during the year under review was INR 19,522.49
Lakhs as compared toOverviewandtheStateoftheCompanyAffairs
INR 19,048.01 Lakhs in the previous year. The total profit incurred during the year
under review was Rs. 946.18 Lakhs as against Profit of Rs. 103.90 Lakhs during the
previous year.
DetailedAnalysis Report. analysis and future outlook of the Company's business are
dealt in the Management Discussion and
1. DIVIDENDS
March, 2024. The Board of Directors thought it prudent not to recommend any Dividend
for the financial year ended 31st
2. The Board of Directors didn't propose to transfer any sum to the General
Reserve.TRANSFER TO RESERVES
3. MANAGEMENT'S Management's DiscussionDISCUSSION and AND AnalysisANALYSIS ReportREPORT
for the year under review, in terms of the Securities and Regulations"), is presented
in a separate section forming part of the Annual Report. Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing
4. There have been no material changes and commitments affecting the financial position
of the Company between MATERIAL CHANGES AFFECTING THE COMPANY AND COMMITMENT Company. the
end of the financial year and date of this Report. There has been no change in the nature
of business of the
5. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING No significant or material orders were passed by the regulators or courts or
tribunals which impact the going THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN
FUTURE. concern status and company's Operations in future.
6. The information
CONSERVATIONOFENERGY,TECHNOLOGYABSORPTION,FOREIGNEXCHANGEEARNINGSANDOUTGO pertaining to
conservation of energy, technology absorption, foreign exchange earnings and (Accounts)
Rules, 2014 is provided in Annexure 1 and is attached to this report. outgo as required
under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies
7. STATEMENT The Company has in place a Risk Management Policy, pursuant to Section 134
of the Companies Act 2013. ThisCONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY seeksrobust Risk Management framework enables identification and
evaluation of business risks and opportunities, to create transparency, minimize adverse
impact on business objectives and enhance the Company's competitive advantage. the nature
of business covering risk mapping, risk exposure and risk mitigation process. The
Company's RiskThe Company has laid down a well-defined risk management mechanism
commensurate with its size and Business Processes and Systems, Strategy, Corporate
Governance and Compliance and Information Security. Management Policy has been developed
to include various categories such as Human Resources, Financial, and support to business
risk owners. Further, the Board ensures risk reporting and updates, risk policy
compliances and provide overall guidance
8. The Company has a Policy on Corporate Social Responsibility and the same has been
posted on the website ofCORPORATE SOCIALRESPONSIBILITY (CSR) applicable to the company for
the financial year 2023-24 in accordance with Section 135 of the Companies Act, the
Company i.e www.pacificindustriesltd.com. The expenditure towards Corporate Social
Responsibility is not
2013.
9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIESACT,2013 Details of Loans and advance granted, Investments made and Guarantees
given during the year by the Company the Financial Statements. under review, covered under
the provisions of Section 186 of the Companies Act, 2013 are given in the notes to
10. PARTICULARS All Related Party Transactions are entered during the Financial Year
are in compliance to the provisions ofOF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
entered with the approval of Audit Committee, Board and Shareholders if and as applicable.
All related partylaw, the Policy on Materiality of and dealing with Related Party
Transactions ("Related Party Policy") and were related party transactions which
could be considered material (based on the definition of material transaction transactions
were entered into were on arm's length basis and in ordinary course of business. There
were no Accordingly, the disclosure in Form AOC-2 pursuant to compliance of Section
134(3)(h) of the Companies Act,as mentioned under explanation to Sub Regulation (1) of
Regulation 23 of the SEBI Listing Regulations). hence does not form part of this report
and all related party transaction on arm's length basis forms parts to2013 and Rule 8(2)
of the Companies (Accounts) Rules, 2014 is not applicable to the Company for 2023-24 and
notes to the Financial Statements.
11. The Company complies with all the applicable provisions of Secretarial Standards.
SECRETARIAL STANDARDS
12. AUDITORS AND AUDITORS' REPORT
A. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made
thereunder, M/sStatutoryAuditors
Statutory Auditors of the Company for a term of five consecutive years, to hold office
from the conclusion Ravi Sharma & Co., Chartered Accountants, Jaipur (Firm
Registration No. 015143C) were appointed as on such remuneration as may be decided by the
Audit Committee and the Board of Directors. of the 33rd Annual General Meeting until the
conclusion of 38th Annual General Meeting of the Company, the Company has received
certificate from the Auditors to the effect, inter-alia, confirming that their Pursuant to
Section 139 and 141 of the Companies Act, 2013 and relevant Rules prescribed there under,
the Act, that they are not disqualified for continuing such appointment under the
provisions of applicable appointment continues to be within the limits laid down by the
Act, is as per the term provided under professional matters of conduct. laws and also that
there are no pending proceedings against them or any of their partners with respect to any
reservation, qualification or adverse remark.The Audit Report for the financial year
2023-24 is attached herewith. The report does not contain Information referred in the
Auditor Report are self-explanatory and do not call for any further comments.
B. SecretarialAuditor rules made thereunder. The board has appointedauditor of the
Company for the M/sBKSharma&Associates FY 2023-24 as per the provisions of Section 204
of Companies Act 2013 and, Practising Company Secretaries, as secretarial does not contain
any reservation, qualification or adverse remark.The Secretarial Audit Report for the
financial year 2023-24 is attached herewith as Annexure 4. The report Information referred
in the Secretarial Auditor Report are self-explanatory and do not call for any further
comments.
M/s Gist Minerals SecretarialAuditofUnlistedIndianSubsidiary Technologies Limited, and
Gaze Fashiontrade Limited wholly owned subsidiary of the 2013 and Regulation 24A of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015Company undertakes
Secretarial Audit was carried out pursuant to Section 204 of the Companies Act,
reservation or adverse remark or disclaimer and is attached herewith as Annexure 5. by M/s
MonikaJain&Associates, Practising Company Secretaries, does not contain any
qualification, PursuantCostAuditto the provisions of Section 148 of the Companies Act,
2013 read with the Companies (Cost audit. Records and Audit) Rules, 2014, the Company is
not required to maintain cost records and conduct cost
13. The information required under Section 197(12) of the Act read with Rule 5(1) of
the Companies (AppointmentREMUNERATION OFDIRECTORSAND KEYMANAGERIALPERSONNEL and
Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure 3.
14. POLICY The Board has framed a Policy relating to appointment of Directors, payment
of Managerial remuneration,RELATING TO DIRECTORS APPOINTMENT AND REMUNERATION ETC.
Directors' qualifications, positive attributes, independence of Directors and other
related matters as provided under Section 178 (3) of the Companies Act, 2013 based on the
recommendation of Nomination and
Remuneration Committee. The details of this Policy have been disclosed in the Corporate
Governance Report, which forms part of this Report. 15. Pursuant
ANNUALEVALUATIONOFBOARD'SPERFORMANCE,ITSCOMMITTEESANDINDIVIDUALDIRECTORS to the provisions
of the Companies Act, 2013 and the Listing Regulations, the Board has carried out
evaluation of its Committees. an annual performance evaluation of the working of its own
performance, the Directors individually as well as
Board as a whole, Committees of the Board and Chairman and Managing Director after
taking into considerationThe Board and Nomination and Remuneration Committee reviewed the
performance of Individual Directors, the participation, disclosures of interests, good
governance, leadership skills, operations, business development,feedback received from
Directors. The evaluation was done on various parameters such as vision and strategy,
humanthen consolidated and placed before the Committee / Board for its evaluation. The
Directors expressed theirresources development, corporate communication etc. The feedback
received from Directors were satisfaction with the evaluation process.
16. As required under the provisions of Section 134(3)(a) and Section 92(3) of the
Companies Act, 2013 read withANNUAL RETURN
Annual Return (in Form MGT-7) on the Company's website
https://pacificindustriesltd.com.the Companies (Management and Administration) Rules,
2014, the Company is required to place a copy of extract of Annual Return (Form MGT-9) as
part of the Board's report.By virtue of amendment to Section 92(3) of the Companies Act,
2013, the Company is not required to provide
17. BOARD MEETINGS HELD DURING THE FINANCIALYEAR 2023-24
During the financial year 2023-24, Seven (07) Board Meetings were held on 26.05.2023,
10.08.2023,
28.08.2023, 09.11.2023, 08.02.2024, 09.02.2024, 15.03.2024 details of
which are furnished in the Corporate
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR
Regulations"), a separate meetingdays. In accordance with the provisions of Schedule
IV of Companies Act, 2013 ("the Act") and SEBI (Listing Independent Directors
(including the Chairperson) and the entire Board. of the Independent Directors of the
Company was held on March 15, 2024 to review the performance of Non-
The Independent Directors also reviewed the quality, quantity and timeliness of the
flow of information
between the Management and the Board.
18. The Board of Directors have the following Committees: COMMITTEES OF THE BOARD a.
Audit Committee b. Nomination and Remuneration Committee c. Stakeholders' Relationship
Committee d. Corporate Social Responsibility Committee e. Loan and Investment Committee
meetings are provided in the Corporate Governance Report. The details of the Committees
along with their composition, number of meetings held and attendance at the 19. DIRECTORS
In terms of the provisions of Section 134(3)(c) read with Section 134(5) of the Companies
Act, 2013, theRESPONSIBILITY STATEMENT
Board of Directors, in respect of the year ended 31st March, 2024, hereby confirm that:
a) along with proper explanation relating to material departures; in the preparation of
the annual accounts, the applicable accounting standards had been followed b) the Company
at the end of the financial year and of the profit and loss of the Company for that
period; and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs ofThe
Directorshadselectedsuchaccountingpoliciesandappliedthemconsistentlyandmadejudgments c)
records in accordance with the provisions of this Act for safeguarding the assets of the
Company andfor preventing and detecting fraud and other irregularities; The Directors had
taken proper and sufficient care for the maintenance of adequate accounting d) The
Directors had prepared the annual accounts on a going concern basis; e) that such internal
financial controls were adequate and were operating effectively; and The Directors had
laid down proper internal financial controls to be followed by the Company and f) The
Directors had devised proper systems to ensure compliance with the provisions of all
applicable
.
20. The Company has the following subsidiaries as on 31st March, 2024
SUBSIDIARIES,JOINTVENTURESANDASSOCIATECOMPANIES
Wholly owned Subsidiaries: -
a) Gaze Fashiontrade Limited, a 100% Subsidiaries of
the Company situated in the state of Karnataka. b) Karnataka. Gist Minerals &
technologies Limited, a 100% Subsidiaries of the Company situated in the state of c) TAANJ
QUARTZ INC US Based Wholly Owned Subsidiary Company. no material change in the nature of
the business of the Subsidiaries. There is no associate company within the meaning of
section 2(6) of the Companies Act, 2013. There has been
21. CONSOLIDATED The ConsolidatedFINANCIAL Financial StatementsSTATEMENTS of the
Company and all the subsidiaries form a part of this Annual
Report and have been prepared in accordance with section 129(3) of the Companies Act,
2013. A separate statement containing salient features of the Financial Statements in
prescribed format AOC-1 is annexed as Annexure-2 to this report. Company. This statement
also provides the details of the performance and financial position of each of the
Subsidiary
22. The shares of the Company are listed on BSE Limited and the listing fee for the
year 2024-25 has been duly paid. LISTING OF SHARES 23. The Company has neither accepted
nor renewed any deposits during the year under review. DEPOSITS
No application has been made under the Insolvency and Disclosureunder Rule
8(5)ofCompanies(Accounts)Rules,2014 Bankruptcy Code; hence the requirement to disclose
(31 of 2016) during the year along with their status as at the end of the financial
year is not applicable. The the details of application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 settlement and the valuation done while
taking loan from the Banks or Financial Institutions along with therequirement to disclose
the details of difference between amount of the valuation done at the time of onetime
reasons thereof, is not applicable.
24.
TheCompanyhasenteredintoagreementwiththeNationalSecuritiesDepositoryLimitedandCentralDepository
DEPOSITORY SYSTEM
Services (India) Limited (CDSL) to enable shareholders to hold shares in a
dematerialized form. The Company also offers simultaneous dematerialization of the
physical shares lodged for transfer. 25. The Company has received disclosures in Form DIR
– 8 from all the Directors' of the Company and has notedDISCLOSURE
UNDERSECTION164(2)OFTHECOMPANIESACT,2013 -14(1) of Companies (Appointment and
Qualification of Directors) Rules, 2014. that the none of the Director is disqualified
under Section 164(2) of the Companies Act, 2013 read with Rule
26. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of the Company is comprised of eminent persons with proven competence and
integrity. Directors a significant degree of commitment towards the Company and devote
adequate time to the meetings and Besides the experience, strong financial acumen,
strategic astuteness, and leadership qualities, they have preparation. details thereof
have been provided in the Corporate Governance Report. As on the date of the report, the
Board comprises, 3 Independent, 1 Non-Executive and 2 Executive Directors, competencies of
the Directors in the context of the Company's businesses for effective functioning. The
list ofIn terms of the requirement of the Listing Regulations, the Board has identified
core skills, expertise, and Report. key skills, expertise and core competencies of the
Board of Directors is detailed in the Corporate Governance possess the requisite
qualifications, experience and expertise and hold high standards of integrity. In the
opinion of the Board, all the directors, as well as the directors appointed / re-appointed
during the year the Directors as are liable to retire by rotation, shall retire every year
and, if eligible, offer themselves for re- Pursuant to Section 149, 152 and other
applicable provisions of the Companies Act, 2013, one-third of such of appointment at
every AGM. Consequently, Mr. Kapil Agarwal (DIN: 00386298), Director of the Company will
retire by rotation at the ensuing AGM, and being eligible, offered himself for
re-appointment. Independent Director of the Company w.e.f 08.02.2024.During the Financial
Year Mrs. Nehal Mehta and Ms. Rekha Kumari Suthar were Appointed as Non-Executive
Resigned from office of the Directorship w.e.f 06.01.2024 due to there pre occupation.
There were no other Mr. Pradeep Kumar Jain Resigned from office of the Directorship w.e.f
09.11.2023 and Mr. Vinod Choudhary
Director who were appointed/ceased/reelected/reappointed during the year under review.
\ areas, names of companies in which they hold Directorships, committee memberships/
chairmanships, their A brief resume of the Directors being appointed/ re-appointed, the
nature of expertise in specific functional shareholdingensuing AGM. in the Company, etc.,
have been furnished in the explanatory statement to the notice of the The Key
ManagerialKey Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of
the Companies Act, 2013 are as follows: Shri Jagdish Prasad Agarwal, Chairman and Managing
Director
Shri Kapil Agarwal Executive Director and Chief Financial Officer Mr. Sachin Shah,
Company Secretary and Compliance Officer
27. PARTICULARS OF EMPLOYEES
the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed as "Annexure 3" to this Report.
along with this annual report to the Members of the Company in line with the provisions of
Section 136 of the A statement comprising the names of top 10 employees in terms of
remuneration drawn is not being sent Act. Members who are interested in obtaining these
particulars may write to the Company Secretary at the Registered Office of the Company.
The aforesaid Annexure is also available for inspection by Members at the Registered
Office of the Company, 21 days before and up to the date of the ensuing Annual General
Meeting during the business hours on working days. and Remuneration of Managerial
personnel) Rules, 2014, the statement showing the name of the employees In terms of
Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies
(Appointment drawing remuneration in excess of the limit specified in the Rules are not
applicable on the Company as during the period, no employee of the Company was drawing
salary in excess of the that drawn by the Managing
Director or Whole-time Director.
28. The Company has received declarations from all Independent Directors of the
Company, confirming that they DECLARATION OF INDEPENDENT DIRECTORS meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013. names in the
data bank of Independent directors maintained with the Indian Institute of Corporate
affairs inThe Independent directors of the Company have undertaken requisite steps towards
the inclusion of their rules, 2014. terms of Section 150 of the act read with rule 6 of
the Companies (appointment & Qualification of directors) experience and expertise in
their domain areas and that they hold highest standards of integrity. The Board is of the
opinion that all the Independent Directors of the Company possess requisite
qualifications,
29. INTERNAL The CompanyFINANCIAL continuouslyCONTROL evolvesSYSTEM in strengthening
its internal control processes and has appointed M/s
Year 2024-2025. The Company has put in place an adequate system of internal control
commensurate with itsPachori Rupesh & Associates, Chartered Accountants, as the
Internal Auditor of the Company for the Financial and operational information, complying
with applicable statutes, safeguarding of assets of the Company andsize and nature of
business. These systems provide a reasonable assurance in respect of providing financial
ensuring compliance with corporate policies. place covering all activities. Audit
Committee periodically reviews the performance of internal audit system. Procedures to
ensure conformance with the policies, standards and delegations of authority have been put
in are reviewed with actual performance to ensure timely initiation of corrective action,
if required. The AuditThe Company has a rigorous business planning system to set targets
and parameters for operations which Committeeannually reviews the effectiveness of the
Company's internal control system. reviews adherence to internal control systems and
internal audit reports. Further, the Board 30. A detailed Report on Corporate Governance,
pursuant to the requirements of Regulation 34(3) of the ListingCORPORATE GOVERNANCE
Secretary confirming compliance with the conditions of Corporate Governance as
stipulated under Schedule VRegulations, forms an integral part of this Report. A
Certificate from the M/s B K Sharma & Associates, Company
2015, is also annexed to this Report. regards to Dis-Qualification of Directors of the
Company as per Regulation 34(3) of SEBI (LODR) Regulations, applicable to the Company for
the financial year ending 31st March, 2024. The Business Responsibility Reporting, as
required by Regulation 34(2) of the Listing Regulations, is not RegulationsThe Vigil
Mechanismthereby establishingof the Companya vigilalsomechanismincorporatesfor Directorsa
WhistleandBlowerpermanentPolicy employeesin terms offorthereportingListing
Committee.genuine concerns, if any. Protected disclosures can be made by a whistle blower
to the Chairman of the AuditThe policy on vigil mechanism and whistle blower policy may be
accessed on the Company's website at the link:
https://www.pacificindustriesltd.com/policies.
31. DISCLOSURE OF The Company has constituted an Audit Committee as required under
Section 177 of the Companies Act, 2013COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL
MECHANISM or grievances. and has also established Vigil Mechanism for their employees and
Directors to report their genuine concerns recommendations of the Audit Committee during
the year under review. The details of the same are presented in the Corporate Governance
Report. The Board has accepted all the
32. During the Financial year 2023-24 following transaction were reported: - GENERAL
* No disclosure or reporting is required in respect deposits covered under Chapter V of
the Act.
* During the year, there has been no change in the authorized share capital of the
Company.
* option plan. During the year the company has not Issue sweat equity shares, bonus
shares or employees stock * of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. During the year under review, there were no cases were reported pursuant to the
Sexual Harassment * license for Nyorana-Dhandela Iron Ore Block District Sikar and
Dedrauli Iron Ore Block DistrictDuring the year under review, the company has participated
in e-auction for the grant of composite Karauli. The company was declared as the Preferred
Bidder of the Blocks.
* CompaniesThereGovernment. were (Amendment)no frauds reportedAct, 2015,by
thetoAuditorsthe AuditunderCommittee,Sub sectionBoard(12)of ofDirectorsSection 143or
Centralof the
* impact the going concern status and Company's operations in future. No significant or
material orders were passed by the Regulators or Courts or Tribunals which
33. In compliance with the provisions of Securities Exchange Board of India
(Prohibition of Insider Trading)PREVENTION OF INSIDER TRADING
Regulations, 2015, the Board has adopted a code of conduct and code of practices and
procedures for fair for fair disclosure of unpublished price sensitive information is also
available on the Company's website i.e.information, prevent misuse thereof and regulate
the trading by Insiders. The code of practice and procedures www.
pacificindustriesltd.com.
34. DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
Neither any application was made nor any proceeding pending under the Insolvency and
BankruptcyCODE,2016
Code, 2016 (31 of 2016) during the financial year.
35. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
As Company has not done any one-time settlement during the year under review hence no
disclosure
is required.
36. ACKNOWLEDGEMENTS
The Company has complete glorious 35 remain relevant and become iconic over such a long
passage of time. The Directors are proud of theth eventful years of the existence. Very
few brands continue to rich heritage.
The Directors wish to place on record their appreciation, for the contribution made by
the employees
possible. at all levels but for whose hard work, and support, the
Company's achievements would not have been
The Directors also wish to thank its
customers, dealers, agents, suppliers, investors and bankers fortheir 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 & Managing Director |
Executive Director |
| DIN: 00386183 |
DIN: 00386298 |
| Place : Udaipur |
| Date: August 29, 2024 |