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
disclosureis 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 employeespossible. 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 |
