Pasupati Fincap Ltd

Your Directors have pleasure in presenting their Report together with the Audited Accounts for the year ended 31^st March, 2024.

DIVIDEND

The Board of Directors does not recommend any dividend for the year.

SPECIAL RESOLUTIONS PASSED THROUGH POSTAL BALLOT

No special resolution was passed through postal ballot during the Financial Year 2022-23. None of the businesses proposed to be transacted in the ensuing Annual General Meeting require passing a special resolution through postal ballot.

DIVIDEND

The Board of Directors does not recommend any dividend for the year.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

iii) 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.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

STATUTORY AUDITORS

M/s Santosh Sushma Keshri & Co., Chartered Accountants, (Firm Registration No: 021629) vide letter dated August 02, 2024 have resigned from the position of Statutory Auditors of the Company, resulting into a casual vacancy in the office of Statutory Auditors of the Company as envisaged by section 139(8) of the Companies Act, 2013.The Board of Directors at its meeting held on August 14, 2024, as per the recommendation of the Audit Committee, and pursuant to the provisions of Section 139(8) of the Companies Act 2013, have appointed M/s. V R Bansal & Associates, Chartered Accountants, (Firms Registration No. 016534N), to hold office as the Statutory Auditors of the Company till the conclusion of 29th AGM.

Further, at the ensuing Annual General Meeting it is proposed to appoint M/s. V R Bansal & Associates, Chartered Accountants (Firms Registration No. 016534N) as Statutory Auditors of the Company to hold office for a period of five years, from the conclusion of the 29th AGM, till the conclusion of the 34th AGM of the Company to be held in the year 2029.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Sumit Bajaj & Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure-A.

DEPOSITS

During the year, the Company did not accept any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, company has not given any loans, Guarantee or made any investments covered under the provisions of Section 186 of the Companies Act, 2013.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

(i) Retirement by rotation

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Vidit Jain retires by rotation and is eligible for reappointment.

(ii) Declarations by Independent Directors

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

(iii) Board Evaluation

In compliance with the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance.

(iv) Board Meetings

During the year, four (4) Board Meetings and four (4) Audit Committee Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of section 134 (3) (a) of Companies Act 2013 substituted by Companies (Amendment) Act 2017 w.e.f. July 31, 2018 the web address of the extract of Annual Return of the Company is www.pasupatifincap.co.in

PARTICULARS OF EMPLOYEES

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees in receipt of remuneration in excess of Rs. One Crore and Two Lakhs per year to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of Rs. One Crore and

Two Lakhs during the financial year 2023-24.

The information in accordance with the provisions of Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is also not applicable to company.

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

Since, Company is not doing any manufacturing operations, information relating to Conservation of Energy, Technology absorption and foreign exchange earnings and outgo as required under Section 134(3) (m) of the companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable.

RELATED PARTY TRANSACTIONS:-

No related Party Transaction was entered into during the financial year 2023-24.

CODE OF CONDUCT

The company has adopted code of conduct. The code of business conduct & Ethics as approved by the Board of Directors has been displayed at the website of the company, www. pasupatificap.co.in

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act, 2013 the Company has formulated a Whistle Blower Policy to establish a vigil mechanism for directors and employees of the Company. A vigil (Whistle Blower) mechanism provides a channel to the employees and directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and directors to avail of the mechanism and also provide for direct access to the Chairperson of the Audit Committee. The Whistle

Blower Policy of the Company has been uploaded and can be viewed on the Company's website.