DIRECTORS' REPORT
To
The Members,
Pajson Agro India Limited
The Board of Directors takes pleasure in presenting the 4th (Fourth) Annual
Report on the business and operations of the Pajson Agro India Limitedfthe Company' or
'PAIL') along with the Company's Annual Audited Financial Statements and Statutory
Auditor's Report thereon for the Financial Year ended on March 31, 2025.
l. COMPANY'S PERFORMANCE
The Company's financial highlights, for the year under review along with previous
year's figures, are given hereunder:
|
(Amount in Rs. Lacs, unless otherwise stated) |
|
STANDALONE |
PARTICULARS |
As on 31st March, 2025 |
As on 31st March, 2024 |
Revenue from Business Operations |
18,726.83 |
9,689.94 |
Other Income |
1.11 |
112.49 |
Total Revenue |
18,727.95 |
9,802.43 |
Total Expenses |
15,995.65 |
9,240.34 |
Profit /(Loss) Before Tax |
2,732.30 |
562.09 |
Less: Tax Expenses |
|
|
Current Tax |
658.31 |
24.99 |
Deferred Tax |
33.32 |
126.73 |
Profit/(Loss) After Taxation |
2040.66 |
410.37 |
Your Company's total revenue has increased from Rs. 9,689.94 in the previous
year to Rs. 18,726.83 in the current year. Out of the total revenue, the major
portion of the revenue came from sale of cashew kernels amounting to Rs. 16,710.87.
2. STATE OF COMPANY'S AFFAIRS
About Us:
Pajson Agro India Limited (PAIL), established in 2021, which is engaged in
agro-processing industry, with a core focus on the processing, value addition, and
marketing of cashew nuts.
The Company has swiftly positioned itself as a quality-centric, innovation-driven
player with strong execution capabilities.
The key products processed and marketed by PAIL includes:
1. Cashew Kernels (Various Grades)
2. Cashew Nut Shells and Husk
3. Raw Cashew Nuts (RCN)
3. CHANGE IN THE NATURE OF BUSINESS. IF ANY
There was no change in the nature of business of the Company during the year under
review. The Company was converted from Private Company into Public Company during the
year.
4. DIVIDEND
No dividend was declared for the financial year ended on 31st March, 2025.
5. SHARE CAPITAL
During the Financial Year under review:
a. The Authorized Equity Share Capital of the Company as on 31st March, 2025
was Rs. 5,00,00,000/- divided into 50,00,000 Equity Shares of Rs.10/- each. It was
increased to Rs. 25,00,00,000 divided into 25,00,000 Equity Shares of Rs.10/- each in the
Month of May 2025 after the end of financial year.
b. The Paid up Share Capital of the Company as on 31st March, 2025 was Rs.
3,49,99,990 /- divided into 34,99,999 Equity Shares of Rs.10/- each. It was increased to
Rs. 17,49,99,950 divided into 17,49,99,95 Equity Shares of Rs.10/- each in the Month of
May 2025 after the end of financial year.
1 6. TRANSFER TO RESERVES
The Directors do not propose to transfer any amount to reserves. The amount of the Net
Profit of Rs. 2,040.66 Lacs carried to the Reserves and Surplus as shown in notes to the
financial statements for the year ended on March 31,2025.
7. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES j
The Company did not acquire any subsidiary, joint venture and associate Companies
during the year.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
a. ) Change in Directors and Key Managerial Personnel during the Financial Year
2024-25:
During the Financial Year 2024-25, there were some changes in the composition of the
Board of Directors and Key Managerial Personnel of the Company. Key highlights of which
are as follows:
• Mr. Pulkit Jain was appointed as Additional director in the board meeting held
on 15th October 2024.
As on 31st March, 2025, Pursuant to the provisions of Section 149 of the
Companies Act, 2013, following is the composition of the Company:
• Mr. Aayush Jain- Director
• Mrs. Anjali Jain- Director
• Mr. Pulkit Jain - Additional Director
b) change in Directors and Key Managerial Personnel from the end of the Financial Year
till the date of this report:
• Mr. Amit Kumar was appointed as independent director on 28.04.2025. On
17.05.2025 he resigned from directorship citing personal reasons.
• Mr. Jayesh Bhagia joined the board and appointed as Non Executive Director on
28.04.2025.
• Mr.Prince Wadhwa was appointed as Independent Director into the board on
28.04.2025.
• Mrs. Priyanka Devi was appointed as independent director on 17.05.2025 in place
of Mr. Amit Kumar.
• Ms. Roopal Saxena was appointed as Company Secretary/ Compliance Officer on
17.06.2025
• Mr. Ajit Kumar was appointed as Chief Financial Officer on 17.06.2025
• Mr. Aayush Jain was re designated as Managing Director on 28.04.2025
• Mrs. Anjali Jain was re designated as Whole time director on 28.04.2025
c. ) Retirement by Rotation at the ensuing AGM:
Mrs. Anjali Jain has been longest in office, retires by rotation at the forthcoming
AGM, and being eligible offers herself for re-appointment. Resolution seeking members'
approval to the appointment of Mrs. Anjali Jain has been incorporated in the notice
convening the 4th AGM of the Company.
The Board shall take note of the same and recommend her re-appointment.
d. ) Disclosure of Interest in other concerns:
The Company has received the Annual Disclosure(s) from all the Directors, disclosing
their Directorship/lnterest in other concerns in the prescribed format, for the Financial
Years 2024-25. The Company has received confirmation from all the Directors that none of
the Directors were disqualified to act as a Director by virtue of the provisions of
Section 164(1) and 164(2) of the Act.
e) Declaration by Independent Directors
Your Company has received declarations from all the Independent Directors of the
Company confirming that they meet the criteria of independence prescribed under
sub-section (6) of Section 149 of the Companies Act, 2013.
In the opinion of the Board, Ms. Priyanka Devi and Mr.Prince Wadhwa, Independent
Directors of the Company possesses requisite expertise, proficiency, integrity and
experience and the Board considers that their professional background, experience and
contributions made during their tenure in the Company and the continued association with
the Company would be beneficial to the Company.
9. SECRETARIAL STANDARDS !
Your Company has complied with all the Secretarial Standards applicable on the Company.
10. NUMBER OF MEETINGS OF THE BOARD AND COMMITTEE THEREOF
(a) Board of Directors
Composition. Meetings and Attendance during the Financial Year
The Composition of the Board of Directors of the Company as on 31.03.2025 are as
follows:
S. No. Name |
Designation |
1. Mr. Aayush Jain |
Director |
2. Mrs. Anjali Jain |
Director |
3. Mr. Pulkit Jain |
Additional Director |
During the Financial Year 2024-25, the Board met 12 (Twelve) times and the intervening
gap between any two meetings was within the allowed gap pursuant to the Companies Act,
2013.
Attendance of each Director at the meeting of the Board of Directors held during the
Financial Year 2024- 25 is given herein below:
s.
No. |
Date of Board Meetings |
Mr. Aayush Jain |
Mrs. Anjali Jain |
Mr. Pulkit Jain * |
1. |
12.06.2024 |
Y |
Y |
- |
2. |
19.07.2024 |
Y |
Y |
- |
3. |
30.08.2024 |
Y |
Y |
- |
4. |
15.10.2024 |
Y |
Y |
- |
5. |
26.10.2024 |
Y |
Y |
Abs. |
6. |
9.11.2024 |
Y |
Y |
Abs. |
7. |
26.11.2024 |
Y |
- |
Abs. |
8. |
28.11.2024 |
Y |
? |
Abs. |
9. |
29.11.2024 |
Y |
- |
Abs. |
10. |
14.12.2024 |
Y |
Y |
Y |
11. |
25.02.2025 |
Y |
Y |
Abs. |
12. |
28.03.2025 |
Y |
Y |
Abs. |
*Mr. Pulkit Jain was appointed as an Additional Director of the Company with effect
from October 15, 2024.
11. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY WITH RESPECT TO THE FINANCIAL
STATEMENT
Internal Financial Controls are an integrated part of the risk management process,
addressing financial and financial reporting risks. The internal financial controls have
been documented, digitized and embedded in the business processes. Assurance on the
effectiveness of internal financial controls is obtained through management reviews,
control, self-assessment, continuous monitoring by functional experts as well as testing
of the internal financial control systems by the internal financial control team.
12. WHISTLE BLOWER / VIGIL MECHANISM POLICY
As Per Section 177(9) of the Companies Act, 2013 the company has
constituted the Whistle Blower/Vigil Mechanism Policy which aims to provide inter-alia
a mechanism for Directors and Employees of the Company to report any violations of
legal or regulatory requirements, incorrect or misrepresentation of any financial
statements and reports, unethical behavior, violation of Code of Conduct, etc., calling
the attention of the Audit Committee. The policy was reviewed on 25.02.2025 pursuant
to conversion from Pvt to Public Company.
l3. RISK MANAGEMENT POLICY
The Company has developed a risk management policy which identifies major risks that
may threaten the company. The same has also been adopted by your board and is also subject
to its review from time to time. Risk mitigation process and measures have been
formulated and clearly said out in the said policy. The policy was reviewed on 25.02.2025
pursuant to conversion from Pvt to Public Company.
14. AUDITORS
(a) STATUTORY AUDITORS
-ur ComDanv at its 1st Annual General Meeting (AGM) held on September 27,
2022 had appointed M/s Surender K. Jain & Associates, Chartered Accountants (FRN:
004766N) as Statutory Auditors of the Company to hold office till the conclusion of AGM of
the Company to be held in the year 2027. M/s Surender K. Jain & Associates resigned
from the office of statutory auditor w.e.f. 18.10.2024 citing reason or pre occupancy.
M/s P.K. Maheshwari & Co. was appointed as statutory auditor in the meeting
convened on 22.11.2024 to hold the office till the ensuing AGM. The Board recommends to
re-appoint the firm for audit of next 5 financial years ending 31.03.2030.
Statutory Auditor's Kepcu
There is no qualification, reservation, adverse remark or disclaimer made by the
Auditors in its Report for the Financial Year 2024-25 and no instance of fraud has been
reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013.
15. RISK MANAGEMENT
7he Board is continuously applying various risk identification methods for identifying
elements of risks in different functional areas of the Company. The Board aims at
developing a framework that enables activities to take place in a consistent and
controlled manner. Major risks confronted by the management are systematically addressed
through mitigating actions on a continuing basis.
16. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS
The details of Loans, Guarantees and Investments as per Section 186 of the Companies
Act, 2013 are provided in notes to the financial statements for the year ended on March
31,2025.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The particulars of all contracts and arrangements entered into by company with related
parties are set out in Annexure I referred to in section 188(1) of the Companies Act 2013
including certain arm length's transactions under third proviso thereto.
18. CORPORATE SOCIAL RESPONSIBILITY
Your Company has deposited Rs. 7,85,000/- in the Prime Minister National Relief
Fund as specified under Schedule VII (viii). The Company was required to deposit Rs.
2,65,000 as per the provision of the Act, however spent Rs. 5,20,000 in excess. The
Company has not formed CSR Committee due to CSR expense being less than 50 lacs.
The Brief outline of the Corporate Social Responsibility (CSR) Policy of the Company
and the initiatives undertaken by the Company on CSR activities during the year are set
out in Annexure II of this report in the format prescribed in the Companies Corporate
Social Responsibility (CSR) Policy 2014. The CSR policy is available at www.paisonagro.com
19. ANNUAL RETURN
ursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return of the Company as on Financial Year ended
March 31, 2025 will be available on the Company's website after conclusion of AGM and can
be accessed at www.pajsonagro.com.
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
A. Conservation of Energy
i) Steps taken or impact on conservation of energy: N.A.
ii) The steps taken by the Company for utilizing alternate sources of energy: N.A.
iii) Capital Investment on energy conservation equipment's: N.A.
B. Technology Absorption.
Continuous adoption of latest technology in the manufacturing processes is in line with
tne Development within the industry. The Company has also created specific R& D and
other cells for studying and analyzing the existing processes for further improvement.
C. Foreign Exchange Earnings and Outgo:
The foreign exchange earnings and the foreign exchange outgo during the year is as
unaer.
|
|
(Rs. in lacs) |
Particulars |
As on 31st March, 2025 |
As on 31st March, 2024 |
Foreign Exchange Earnings |
508.21 |
- |
Foreign Exchange Outgo |
11,460.62 |
7,789.93 |
21. PARTICULARS OF EMPLOYEES
The provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not
applicable to your company.
There were no employees drawing remuneration more than as stated under Rule 5(2) and
Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
22. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION BETWEEN THE
END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT
Following events took place after the end of financial year:
1. issue of bonus issue
Issue of Rs. 13,99,99,960/- was made thus increasing the paid up
capital to Rs. 17,49,99,950/-.
During the year Company changed its structure from Private Company to public Company
vide RoC letter dated 8th February 2025.
23. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REPRESSAL) ACT 2013
The Company has constituted an Internal Complaints Committee and has complied with the
provisions in this respect as are applicable under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act 2013. There was no complaint
received from any employee during the year nor any complaint pending or outstanding for
redressal as on March 31, 2025.
(a) number of complaints of sexual harassment received in the year- Nil
(b) number of complaints disposed off during the year- Nil
(c) number of cases pending for more than ninety days- Nil
24. DISCLOSURES
Your Directors make the following disclosures during the year under review:
a. No Bonus Shares were declared for the financial year 2024-25. However after the end
of financial year during the month of May 2025 the Company declared the bonus issue of
value Rs. 13,99,99,960.
b. Your Company was not required to transfer any -amount to the Investor Education and
Protection Fund (IEPF).
c. Your Company has not issued any Equity shares with Differential rights during the
Year under review.
d. Your Company has not issued any Employees Stock options/ Sweat Equity Shares.
e. Your Company has not redeemed any Preference Shares or Debentures during the Year
under review.
f. Your Company has not accepted any Public Deposits.
g. Your Company has not bought back any of its securities during the year under review.
h. No significant and material orders have been passed by any regulators or courts or
tribunals against the Company impacting the going concern status and Company's operations
in future.
i. The maintenance of cost records as specified by the Central Government under
sub-section (1) of Section 148 of the Companies Act, 2013, is not applicable on the
Company.
j. The Company did not make any application under the Insolvency and Bankruptcy Code,
2016, and hence no proceeding is pending under the Code.
k. The requirement of stating the difference between the amount of valuation done at
the time of onetime settlement and the valuation done while taking loan from the Banks or
Financial Institutions does not arise, and the same is not applicable on the Company.
l. The Managing Director did not receive any remuneration or commission from its Group
Companies.
25. DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuring compliance with the
provisions of Section 134(3) read with Section 134(5) of the Companies Act, 2013 in the
preparation of the annual accounts for the year ended 31st March, 2025 and
state that:
a) The preparation of the Annual Accounts for the Financial Year ended on 31st
March, 2025, the applicable accounting standards had been followed along with proper
explanation relating to material departures;
b) The Directors had selected such Accounting Policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the Financial Year and of
the profit of the Company for that period;
c) The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors had prepared the annual accounts on a going concern basis;
e) The Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
f) The Directors, in the case of listed company, had laid down internal financial
controls to be followed by the Company and that such internal financial controls are
adequate and were operating effectively-NA
I 26. ACKNOWLEDGEMENT
Your Directors extend sincere gratitude to the customers, vendors, investors, bankers,
business associates, consultants and various Government Authorities who have contributed
to the continuous growth and performance of the Company. The success of your Company would
be incomplete without the commendable efforts put in by the past and present employees of
the Company. It is because of their hard work, persistence, solidarity, cooperation and
support, the Company has been able to create a niche for itself.
For and on behalf of Board of Pajson Agro Ind |
lia Limited |
Aayush Jain |
Anjali Jain |
Chairman & Managing Director |
Whole Time Director |
DIN: 09323690 |
DIN: 09323689 |
Add. BN 23 West Shalimar Bagh, North |
Add. BN 23 West Shalimar Bagh, North |
West Delhi, 110088 |
West Delhi, 110088 |
Date: 14.08.2025 |
|
Place: Delhi |
|
