To
The Members,
Parvati Sweetners and Power Limited,
Bhopal (M.P.)
The Directors are pleased to present you the 14th Annual Report on the business and
operations of the Company together with
the Audited Financial Statements for the financial year ended March 31, 2025.
FINANCIAL RESULTS AND OPERATIONS
The summary of financial performance for the Financial Year ended March 31, 2025 and
the corresponding figures for the Financial Year ended March 31, 2024 are as under:
(Figures in Lakhs)
|
For the financial year ended |
Particulars |
March 31, 2025 |
March 31, 2024 |
| Revenue from operations |
5,356.95 |
8,057.90 |
| Other Income |
17.42 |
9.53 |
Total Revenue |
5,374.37 |
8,067.43 |
| Cost of materials consumed |
1,373.07 |
4,646.05 |
| Purchase Stock in Trade |
94.00 |
2,237.96 |
| Changes in inventories of finished goods, work-in-progress |
2,501.61 |
(612.49) |
| and stock-in-trade |
|
|
| Employee benefit expenses |
282.91 |
314.35 |
| Finance costs |
290.70 |
345.31 |
| Depreciation and amortization expense |
432.24 |
460.66 |
| Other expenses |
395.50 |
375.93 |
Total Expenses |
5,370.03 |
7,767.77 |
Profit before Tax and extraordinary item |
4.34 |
299.66 |
| Exceptional Items |
- |
- |
Profit or Loss before Tax |
4.34 |
299.66 |
| Tax expense: |
- |
- |
| a) Current Tax |
- |
- |
| b) Earlier Tax Adjustments |
- |
- |
| c) Deferred Tax |
(54.14) |
157.02 |
Total Tax Expenses |
(54.14) |
157.02 |
Profit or Loss for the Year |
58.48 |
142.64 |
Earning per Equity share (Basic) |
0.04 |
0.10 |
Earning per Equity share (Diluted) |
0.04 |
0.10 |
(Previous year figures have been regrouped wherever necessary to confirm to the current
year's presentation)
PERFORMANCE REVIEW & THE STATE OF COMPANY'S AFFAIRS
During the year under review, the Revenue from operations amounted to Rs. 5,356.95 as
against Rs. 8,057.90 in the previous year. The Profit Before Tax decreased to Rs. 4.34 as
against Rs. 299.66 reported in previous year. The Net Profit for the year under review
amounted to Rs. 58.48 as against Rs. 142.64 in the previous year. During the year under
review, the Earning per Share of the company is Rs 0.04 (Basic) and Rs 0.04 (Diluted).
All figure in lakhs*
CREDIT RATING
During the year under review our, Company has been assigned credit rating of IVR
BB/Stable (IVR Double B with Stable
Outlook) by Infomerics Valuation and Rating Private Limited in respect of the Company's
Long Term banking facilities.
SHARE CAPITAL
(a) Changes in Capital structure of the Company
Authorised Share Capital |
As on 31st March, 2025 |
As on 31st March, 2024 |
75,00,00,000/- Rs. (15,00,00,000 |
75,00,00,000/- Rs. (15,00,00,000 |
Equity Shares of Rs. 5/- Each) |
Equity Shares of Rs. 5/- Each) |
Issued/Subscribed/Paid up Share Capital |
As on 31st March, 2025 |
As on 31st March, 2024 |
74,57,19,085/- Rs. (14,91,43,817 |
74,57,19,085/- Rs. (14,91,43,817 |
Equity Shares of Rs. 5/-Each) |
Equity Shares of Rs. 5/-Each) |
*At present the paid up capital of the Company is INRs. 74,57,19,085.
Further, during the financial year the Company has not issued and allotted any sweat
equity shares or bonus shares
or any equity shares with differential voting rights.
(b) Status of Shares
As the members are aware, the Company's shares are compulsorily tradable in electronic
form. Out of the total paid up capital representing 14,91,43,817 equity shares, the
following equity shares of the Company are in dematerialised and physical form as on March
31, 2025:
Sr. No Capital Details |
No. of Shares |
% of Total issued Capital |
| 1. Held in dematerialised form in CDSL |
143147915 |
95.98 |
| 2. Held in dematerialised form in NSDL |
5854168 |
3.93 |
| 3. Physical Form |
141734 |
0.095 |
Total |
14,91,43,817 |
100.00 |
Note: Pursuant to the amendment in Regulation 40 of SEBI (LODR) Regulations, 2015,
dated June 8, 2018 & SEBI date extension circular dated Dec 03, 2018, has mandated
that transfer of securities would be carried out in dematerialised form only effective
April 01, 2020. So it is requested to all the Members holding the shares in physical form
to dematerialise the same for giving effect to any transfer of company's securities.
(c) Listing
The Equity Shares of your Company is listed on Bombay Stock Exchange (BSE) Limited. The
Company confirms that
it has paid the Annual Listing Fees to BSE where the Company's Shares are listed.
(d) Reclassification of Shares
The Board in its meeting held on Wednesday, 25th October,2023 considered and
approved respective request letters received from M/S. Yamini Vyapaar Pvt Ltd. for seeking
reclassification of their status from the category of "Promoters & Promoter
Group" to "public category" in accordance with the Regulation 31A of SEBI
(LODR) Regulation 2015.
The company received the Approval letter from Stock Exchange regarding reclassification
of their status from the
category of "Promoters & Promoter Group" to "public category"
in accordance with the Regulation 31A of SEBI
(LODR) Regulation 2015 on August 14th, 2024.
EXTRACT OF THE ANNUAL RETURN [SECTION 134 (3) (a) & SECTION 92(3)]:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return
as on 31st March, 2025 is available on the Company's website on
https://www.parvatisweetners.co.in NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
[SECTION 134 (3) (b)]: During the year under review, four meetings of the Board of
Directors of the Company were held on 24th May, 2024, 12th August, 2024, 12th November,
2024, 14th February, 2025. The attendances of Directors of the above meetings are given in
the Corporate Governance Report that forms part of this Annual Report. The maximum
interval between any two meetings did not exceed 120 days. The details of the meeting of
the committees are also given in the Corporate Governance Report.
DIRECTOR'S RESPONSIBILITY STATEMENT [SECTION 134 (3) (c) & 134(5)]:
Pursuant to Section 134(5) of the Companies Act, 2013 (the "Act"),
Directors of your Company hereby state and confirm that: (a) in the preparation of the
annual accounts for the period ended March 31, 2025, the applicable accounting standards
had been followed along with proper explanation relating to material departures; (b) the
directors have 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 have 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 have prepared the annual accounts on a going
concern basis; (e) the directors have laid down internal financial controls to be followed
by the company and that such internal financial controls are adequate and were operating
effectively; and (f) the directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
DETAILS OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT [SECTION 134 (3) (ca)]:
During the year under review, Statutory Auditor and Secretarial Auditor have not
reported any incident of fraud
under sub section 12 of section 143 of the Act.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS [SECTION 134 (3)(d)]:
The Company has received and taken on record the declarations received from the
Independent Directors of the Company confirming their Independence in accordance with the
Section 149(6) of the Companies Act, 2013 and sub regulation (8) and (9) of regulation 25
of SEBI (LODR) Regulations, 2015. In opinion of the Board, they ful ll the conditions
speci ed in the Act and the Rules made there under for the appointment as Independent
Directors and are independent of the management.
FAMILIARISATION PROGRAMME
In compliance with the requirements of the SEBI (LODR) Regulations, 2015, the Company
has put in place a familiarization programme for the Independent Directors to familiarise
them with their roles, rights and responsibilities as Independent Directors, the working
of the Company, nature of the industry in which the Company operates, business model and
so on. Further, at the time of the appointment of an independent director, the Company
issues a formal letter of appointment outlining his / her role, function, duties and
responsibilities. The format of the letter of appointment is available on our website,
www.parvatisweetners.co.in
COMMITTEES OF THE BOARD
The Board of Directors has constituted various mandatory and non-mandatory Committees
to deal with specific areas and activities which concern the Company and requires a closer
review. The Committees are formed with approval of the Board and function under their
respective Charters. These Committees play an important role in the overall management of
day-to-day affairs and governance of the Company. The Board Committees meet at regular
intervals and take necessary steps to perform its duties entrusted by the Board. The
Minutes of the Committee Meetings are placed before the Board for noting. The Board
currently has the following Committees:
(a) AUDIT COMMITTEE:
The Audit Committee was constituted by our Board in accordance with Section 177 of
the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015. The
composition, quorum, terms of reference, functions, powers, roles and scope are in
accordance with Section 177 of the Companies Act, 2013 and the provisions of Regulation 18
of the SEBI (LODR) Regulations, 2015. All the members of the committee are financially
literate. The details regarding composition, terms of references, powers, functions,
scope, meetings and attendance of members are included in Corporate Governance Report
which forms part of the Annual Report.
(b) STAKEHOLDER'S RELATIONSHIP COMMITTEE
Stakeholder's Relationship Committee has been constituted by the Board in
accordance with Section 178 (5) of the
Companies Act, 2013.
The details regarding composition, terms of references, powers, functions, scope,
meetings, attendance of members and the status of complaints received during the year are
included in Corporate Governance Report which forms part of the Annual Report.
(c) NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee has been constituted by the Board in
accordance with section 178 of
Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015.
The details regarding composition, terms of references, powers, functions, scope,
meetings and attendance of
members are included in Corporate Governance Report which forms part of the Annual
Report.
(d) EXECUTIVE COMMITTEE
During the Financial Year 2019-2020 the Board constituted the Executive Committee of
Directors under the provisions of Section 179(3) of the Companies Act, 2013 and rules made
there under in order to have the timely and expeditious execution of routine financial
matters.
The details regarding composition, terms of references, powers, responsibilities,
scope, meetings and attendance of
members are included in Corporate Governance Report which forms part of the Annual
Report.
EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE
REMARK OR
DISCLAIMER MADE [SECTION 134 (3) (f)]:
By the Statutory Auditor in their Report: has no qualification or adverse remarks.
By Company Secretary in Practice in Secretarial Audit Report: has no qualification or
adverse remarks.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 [SECTION 134 (3)
(g)]:
Loans, guarantees and investments covered under Section186 of the Companies Act, 2013
form part of the Notes to the
financial statements provided in this Annual Report.
SUBSIDIARIES AND ASSOCIATES [RULE 8(5)(iv) OF COMPANIES (ACCOUNTS) RULES, 2014]
During the period under review, Company does not have subsidiaries/joint
ventures/Associate Companies.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES [SECTION 134 (3) (h)]:
The Audit Committee and the Board of Directors have approved the Related Party
Transactions Policy, specifying the individual threshold limits for each transaction and
the same has been uploaded on the Company's website and can be accessed
www.parvatisweetners.co.in The Company has a process in place to periodically review and
monitor Related Party Transactions.
All the Related Party Transactions were in the ordinary course of business and at arm's
length. The Audit Committee has
approved the related party transactions for the FY 2024-25 and estimated related party
transactions for FY 2024-25.
The routine related party transactions were placed before the Audit Committee for their
omnibus approval. A statement of all related party transactions entered was presented
before the Audit Committee on a quarterly basis, specifying the nature, value and any
other related terms and conditions of the transactions.
The particulars of contract or arrangements entered into by the Company, during the
financial year 2024-25, 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 has been disclosed in Form No. AOC -2, ***There are no transaction that are
required to be reported in form AOC-2. RESERVES [SECTION 134 (3) (j)]:
During the Year under review, the Board of Directors has not recommended transfer of
any amount of profit to any reserves. Hence, the amount of profit for the financial year
under review has been carried forward to the Statement of Profit and Loss. Retain as
retain earning.
DIVIDEND [SECTION 134 (3) (k)]:
Keeping in view the financial outlook & plough back the profits, your directors has
decided not to recommend payment of
dividend for the year under review.
MATERIAL CHANGES AND COMMITMENTS, IF ANY [SECTION 134 (3) (l)]:
There were no material changes and commitments 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 this report.
CONSERVATION OF ENERGY, TECHNICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
[SECTION 134 (3)
(m)]:
Information as per the Companies Act, 2013 and the rules framed there under relating to
conservation of energy, technology absorption, foreign exchange earnings and outgo forms
are as follows: The particulars as required to furnish for the year 2024-25 are under:
S.No. Particulars |
Comments |
(A) Conservation of energy |
|
| (I) the steps taken or impact on conservation of energy; |
In view of Business Activities, adequate |
|
measures are taken to conserve and reduce |
|
the energy consumption like usage of LED |
|
Lights and power saving centralized air |
|
conditioners. |
| (ii) the steps taken by the company for utilizing alternate sources |
The Company is primarily using the renewable |
| of energy; |
source of energy by using solar based boilers in |
|
the production at factory. |
| (iii) the capital investment on energy conservation equipment's |
Nil |
S.No. Particulars |
Comments |
(B) Technology absorption |
|
| (I) the efforts made towards technology absorption |
No applicable as the traditional technology |
|
being used. |
| (ii) the benefits derived like product improvement, cost reduction, |
Nil |
| product development or import substitution; |
|
| (iii) in case of imported technology (imported during the last three |
Nil |
| years reckoned from the beginning of the financial year)- |
|
| (a) the details of technology imported |
Nil |
| (b) the year of import |
N.A. |
| (c) whether the technology been fully absorbed |
N.A. |
| (d) if not fully absorbed, areas where absorption has not taken |
N.A. |
| place, and the reasons thereof; and |
|
| (iv) the expenditure incurred on Research and Development |
Nil |
(C) Foreign exchange earnings and Outgo |
Inflow |
Out Flow |
|
|
(In Lakhs) |
| The Foreign Exchange earned in terms of actual inflows during the year
and the |
NIL |
NIL |
| Foreign Exchange outgo during the year in terms of actual outflows |
|
|
ANNUAL EVALUATION ON PERFORMANCE [SECTION 134(3) (p)]:
The Board of Directors has carried out an annual evaluation of its own performance,
board committees, and individual
directors pursuant to the provisions of the Act and Listing Regulations.
The performance of the Board was evaluated by the Board after seeking inputs from all
the Directors based on criteria such as
the board composition and structure, effectiveness of board processes, information and
functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from
the Committee members based on
criteria such as the composition of committees, effectiveness of Committee meetings,
etc.
In a separate meeting of Independent Directors, performance of Non-Independent
Directors, the Board as a whole and the
Chairperson of the Company was evaluated, taking into account the views of the
Executive Director and NEDs.
The Nomination and Remuneration Committee reviewed the performance of individual
directors on the basis of criteria such as the contribution of the individual director to
the Board and Committee meetings like preparedness on the issues to be discussed,
meaningful and constructive contribution and inputs in meetings, etc.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by
the Securities and Exchange Board of
India on 5th January 2017.
In a subsequent Board meeting, the performance of the Board, its Committees, and
individual Directors was also discussed. Performance evaluation of Independent Directors
was done by the entire Board, excluding the Independent Director being evaluated.
EMPLOYEE STOCK OPTIONS SCHEME [RULE 12(9) OF COMPANIES (SHARE CAPITAL AND DEBENTURES)
RULES, 2014]:
As per rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014, during the
period under review, your Company has
not issued equity shares under the scheme of employee stock option.
CHANGE IN THE NATURE OF BUSINESS [RULE 8(5)(ii) OF COMPANIES (ACCOUNTS) RULES, 2014]
There is no change in the nature of the business of the Company during the financial
year under review.
CHANGE IN THE DIRECTORS OR KEY MANAGERIAL PERSONNEL [RULE 8(5)(iii) OF COMPANIES
(ACCOUNTS) RULES, 2014]
DIRECTORS
During the year under review, the composition of the Board is in conformity with
Regulation 17 of the SEBI (LODR) Regulations,
2015 and Section 149 of the Companies Act, 2013.
As on March 31, 2025 the Company has (six) Directors. Out of the 6 (six) Directors, 2
(Two) are Executive Directors, 3(Three)
Non-Executive- Independent Directors and 1 (One) Non- Executive Non Independent
Director.
Appointments
There is no change in the Director's of the Company during the financial year under
review.
Resignation
There is no resignation letter received by any of the Director of the Company during
the financial year under review.
Retire by rotation
Mr. Anupam Chouksey (DIN- 02110273) retires by rotation at the ensuing Annual General
Meeting and being eligible, offers
himself for reappointment.
Additional information on reappointment Mr. Anupam Chouksey (DIN- 02110273) as director
and as required under
regulation 36 of the SEBI (LODR) Regulations 2015 is given in the Notice convening the
forthcoming AGM.
Key Managerial Persons (KMP)
There are changes in the KMP's of the Company during the financial year under review.
(I) CS Anuja Nema resigned from the post of Company Secretary and Compliance officer
w.e.f. 25th June 2024 (ii) CS Khadija Husain appointed as the Company Secretary and
Compliance officer w.e.f. 12th August, 2024. The following are the Key Managerial
Personnel (KMP's) of the Company as on the date of the report: I) Mrs. Poonam Chouksey
(DIN-02110270), Chairman and Managing director ii) Mrs. Shweta Chouksey, Chief Financial
Officer; iii) Mrs. Khadija Husain, Company Secretary & Compliance Officer.
POLICY ON BOARD DIVERSITY AND DIRECTOR ATTRIBUTES AND REMUNERATION POLICY FOR
DIRECTORS, KEY
MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with
Part D of Schedule II to the Listing Regulations, the NRC is responsible for determining
qualification, positive attributes and independence of a Director. The NRC is also
responsible for recommending to the Board, a policy relating to the remuneration of the
Directors, Key Managerial Personnel and other employees. In line with this requirement,
the Board has adopted the Policy on Board Diversity and Director Attributes and
Remuneration Policy for Directors, Key Managerial Personnel and other employees of the
Company, The said policy is available on the Company's Website at -http://
www.parvatisweetners.co.in .
DEPOSITS [RULE 8(5) (v) OF COMPANIES (ACCOUNTS) RULES, 2014]
The Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. There
are no unpaid or unclaimed deposits as the Company has never accepted deposits within the
meaning of the Act and the rules made thereunder.
SIGNIFICANT AND MATERIAL ORDERS [RULE 8(5) (vii) OF COMPANIES (ACCOUNTS) RULES, 2014]
The Company hasn't received any significant and material orders that impact the going
concern status and company's
operations in future
INTERNAL FINANCIAL CONTROLS [RULE 8(5)(viii) OF COMPANIES (ACCOUNTS) RULES, 2014]
The Company has kept in place adequate financial controls to check and control any
defects and frauds in the Company. Adequate internal control systems commensurate with the
nature of the Company's business, its size, and complexity of its operations are in place
and have been operating satisfactorily. Internal control systems comprising policies and
procedures are designed to ensure reliability of financial reporting, timely feedback on
achievement of operational and strategic goals, compliance with policies, procedure,
applicable laws and regulations and that all assets and resources are acquired
economically, used efficiently and adequately protected.
The Board of Directors of the Company have adopted various policies like Related Party
Transactions Policy, Vigil Mechanism
Policy and such other procedures for ensuring the orderly and efficient conduct of its
business for safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information.
PARTICULARS OF EMPLOYEES
Disclosures under section 197(12) of the Companies Act, 2013 read with Rule 5(1) and
5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 respectively, is annexed to the
Board's report in Annexure -I.
Statement containing particulars of top 10 employees and the employees drawing
remuneration in excess of limits prescribed under Section 197 (12) of the Act read with
Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is provided in the Annexure -I forming part of this report.
AUDITORS AND AUDIT REPORT:
(a) Statutory Auditors & their Reports
M/s. B A N C R S AND CO LLP (FRN C400331), Bhopal were appointed as Statutory Auditors
of the Company in the 12th Annual General Meeting held on September 20, 2023 for the
period of 5 Years and holds office until the conclusion of the 17th Annual General Meeting
on remuneration determined by the Board.
M/s. B A N C R S AND CO LLP, Chartered Accountants is a well known firm of Chartered
Accountants having 5 partners. The firm also holds a Peer Review Certificate No. 015428
dated June 02, 2023 issued by the Peer Review Board of the Institute of Chartered
Accountants of India valid till May 31, 2026. They have confirmed their eligibility for
their appointment as statutory auditors and the same are within the limits as specified in
section 141 of the companies Act,2013 and had confirmed that they are not disqualified
from continuing as auditors of the company.
The statutory audit report for the F.Y. 2024-25 has no qualifications, reservations,
adverse remarks or disclaimers made by the Statutory Auditor in their Audit Report. The
Notes on financial statement referred to in the Auditors' Report are self-explanatory and
do not call for any further comments. The statutory auditors' report is forming the part
of this report. They have not reported any incident of fraud to the Board of the Company
during the year under review.
(b) Internal Auditors
Company had appointed M/S. Jain Shukla & Associates, Chartered Accountants, 4th
Floor, Unit No. 413, Nirmal
Corporate Centre, LBS Marg, Mulund West Mumbai (MH) 400080 w.e.f. 09th February, 2023.
The Internal Audit Report for the Financial Year 2024-25 issued by M/s. Jain Shukla
& Associates, Chartered
Accountants, Mumbai is submitted which is self-explanatory and do not call for any
further explanation of the Board.
(c) Cost Auditors
As per the provisions of the Section 148 of the Companies Act, 2013 and the rules made
there under, the cost records are required to be maintained by your company and the same
are required to be audited. The Company accordingly maintains the required cost accounts
and records.
Your Board of Directors has, on recommendation of the Audit committee had appointed
M/s. Sanjay Kasliwal & Co.,
Cost Accountants, Bhopal, as Cost Auditor to conduct the cost audit of the Company for
the Financial Year 2024-25.
The remuneration proposed to be paid to the Cost Auditor, for auditing the cost
accounting records of the company for the financial year 2024-25 on a remuneration of
30,000/- per annum plus out of pocket expenses that may be incurred.
Secretarial Auditors
Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed
M/s. Piyush Bindal & Associates, Practicing., Company Secretaries, bhopal (FRN:
S2012MP186400) as Secretarial Auditor to conduct the Secretarial audit of the Company for
the Financial Year 2024-25.
The Secretarial Audit Report for the financial year ended 31st March 2025 in Form MR-3
is attached as "Annexure G" and forms part of this Report. The Report of the
Secretarial Auditor does not contain any qualification, reservation or adverse remark,
therefore, do not call for any comments
Further, the Board of Directors of the Company on the recommendation of the Audit
Committee, at its meeting held on 30th May, 2025 has recommended the members to approve
the appointment of M/s. Piyush Bindal & Associates, Practicing., Company
Secretaries(FRN: S2012MP186400)to conduct Secretarial Audit for the consecutive five years
from the conclusion of the 14th AGM till the conclusion of the 18th AGM to be held in the
calendar year 2030.
M/s. Piyush Bindal & Associates, Practicing., Company Secretaries has consented to
act as the Secretarial Auditor of the Company and confirmed that his appointment, if
approved, would be within the limits prescribed under the Companies Act, 2013 and SEBI
LODR Regulations. He has further confirmed that he is not disqualified to be appointed as
the Secretarial Auditor under the applicable provisions of the Act, rules made thereunder,
and SEBI Listing Regulations
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under review as stipulated
under the SEBI (LODR) Regulations,
2015 is presented in a separate section forming part of this Annual Report.
REPORT ON CORPORATE GOVERNANCE
The Company has complied with the Corporate Governance requirements under the Companies
Act, 2013, and as stipulated under the SEBI (LODR) Regulations, 2015. A separate section
titled 'Corporate Governance Report' under the SEBI (LODR) Regulations, 2015 along with a
Corporate Governance certificate from the Practicing Company Secretary and MD/CFO
Certificate forms the part of this report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. To maintain its objectivity and independence, the Internal
Audit Functions reports to the Board. Based on the report of internal audit function,
process owners undertake corrective action in their respective areas and thereby
strengthen the controls.
VIGIL MECHANISM:
The Company's Board of Directors, pursuant to the provisions of Section 177(9) of the
Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers)
Rules, 2014, has established Vigil Mechansim through its 'Whistle Blower Policy' for
Directors and employees of the Company. The policy is to provide a mechanism, which
ensures adequate safeguards to employees and Directors from any victimisation on raising
of concerns of any violations of legal or regulatory requirements, incorrect or
misrepresentation of any, financial statements and reports, and so on. The employees of
the Company have the right/option to report their concern/grievance to the Chairman of the
Audit Committee. The Company is committed to adhere to the highest standards of ethical,
moral and legal conduct of business operations. The said policy is available on the
Company's Website at -http:// www.parvatisweetners.co.in
INVESTORS EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to section 124 of the Act, Dividends that are unclaimed for a period of seven
years are required to be transferred to the IEPF, established by the Government of India.
During the year under review, there was no outstanding amount of unclaimed dividends which
was liable to be transfer to the IEPF.
HUMAN RELATIONS:
The Company continues to have cordial and harmonious relationship with its employees
and thank all employees for their
cooperation and the contribution towards harmonious relationship and progress of the
company.
POLICY ON SEXUAL HARASSMENT:
Your Company is committed to provide work environment that ensures every employee is
treated with dignity and respect and afforded equitable treatment. The Company is also
committed to promoting a work environment that is conducive to the professional growth of
its employees and encourages equality of opportunity and will not tolerate any form of
sexual harassment and to take all necessary steps to ensure that its employees are not
subjected to any form of harassment.
Thus, in order to create a safe and conducive work environment the Company has in place
a policy for prevention of sexual harassment in accordance with the requirements of the
Sexual Harassment of women at workplace (prevention, Prohibition, & Redressal) Act,
2013.
Further, the Company has complied with provisions relating to constitution of Internal
Complaints Committee under Sexual Harassment of women at workplace (Prevention,
Prohibition, & Redressal) Act, 2013. The Committee has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
trainees, temporary) are covered under this policy. The Company did not receive any
complaint during the period under review.
RISK MANAGEMENT
Risk management policy and processes enable the Company to proactively manage
uncertainty and changes in the internal and external environment to limit negative impacts
and capitalize on opportunities. Risk Management is a central part of firm's strategic
management. Risk Management is a continuous process. The Audit Committee has additional
oversight in the area of financial risks and controls. The major risks identified by the
businesses and functions are systematically addressed through mitigating actions on a
continuing basis. Furthermore, your Company has set up a robust internal audit function
which reviews and ensures sustained effectiveness of internal financial controls by
adopting a systematic approach to its work.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards
issued by the Institute of Company Secretaries of India and that such systems are
adequate and operating effectively.
POLICIES OF THE COMPANY
The Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI (LODR) Regulations, 2015") mandated the
formulation of certain policies for all listed companies. All our Corporate Governance
Policies are available on the Company's website, www.parvatisweetners.co.in. The Policies
are reviewed periodically by the Board and its Committees and are updated based on the
need and new compliance requirement.
The key Policies that have been adopted by the Company are as follows:
1. Risk Management Policy
2. Nomination and Remuneration Policy
3. Whistle Blower Policy / Vigil Mechanism
4. Policy on Prevention of Sexual Harassment at Workplace
5. Policy on Materiality of Related Party Transactions and dealing with Related Party
Transactions.
6. Code of Conduct for Insider Trading (Prohibition of Insider Trading)
7. Policy on Criteria for determining Materiality of Events
8. Archival Policy
9. Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
Information (UPSI) 10. Policy for Procedure for Inquiry in case of Leak of Unpublished
Price Sensitive Information (UPSI) 11. Code of Conduct for the Board of Directors and
Senior Management Personnel 12. Policy on Familiarization Programmes for Independent
Directors
GENERAL DISCLOSURES:
Your Directors state that disclosure or reporting is required in respect of the
following items as there were transactions on
these items during the year under review:
a) Issue of Bonus Shares and/or Right Shares.- No transactions. b) Issue of equity
shares with differential rights as to dividend, voting or otherwise - No transactions. c)
Issue of shares to employees of the Company under Employee stock option Scheme - No
transactions.
d) Issue of shares (including sweat equity shares) to directors or employees of the
Company under any scheme No
transactions.
e) Buy Back of Shares - No transactions.
f) Corporate Social Responsibility - No transactions.
NATIONAL COMPANY LAW TRIBUNAL:
No petition is filed during the year under review.
ACKNOWLEDGEMENTS:
The Board thanks all customers, bankers, investors, shareholders, vendors and other
stakeholders for their continued support and patronage during the year under review. The
Board also places on records its sincere appreciation to the employees of the Company for
their efforts, hard work and dedication, which enabled the Company to achieve the targets
and recognitions
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For and on behalf of the Board |
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For Parvati Sweetners and Power Limited |
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sd/ |
sd/ |
Place: Bhopal |
Poonam Chouksey |
Anupam Chouksey |
Date: 12th August, 2025 |
Managing Director |
Executive Director |
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DIN: 02110270 |
DIN: 02110273 |