Pushpsons Industries Ltd

OPERATIONAL REVIEW:

Gross revenues for the financial year are Rs. 41,491.47 (thousand) as against Rs. 25,113.22 (thousand) in the previous year. Profit / (Loss) for the year under review was Rs. 3998.02 (thousand) as against Rs. (2932.83) (thousand) in the previous year.

DIVIDEND:

Due to loss and accumulated losses, your Directors have decided not to recommend any dividend for the current year.

FIXED DEPOSITS:

Your Company has not accepted any deposits from public during the year under review.

CHANGE IN NATURE OF BUSINESS

During the year there was no change in the nature of business of the company.

MATERIAL CHANGES AND COMMITMENTS

There have not been any material changes and commitments affected 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 the report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Provisions of Companies Act, 2013 regarding corporate social responsibility (CSR) are not applicable to the Company.

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

The Company continues its policy of giving priority to energy conservation measures including regular review of energy generation and consumption and effective control on utilization of energy; a. Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved. b. Company has not taken alternate source for utilization of energy as the same was not required. c. No specific investment has been made to achieve reduction in energy consumption.

TECHNOLOGY ABSORPTION

Your Directors are of the opinion that the Company has already opted for latest technology for producing Carpets, Durries and Made-ups.

Company’s products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore, no technology absorption is required. The Company constantly strives for maintenance and improvement in quality of its products and entire Research & Development activities are directed to achieve the aforesaid goal.

FOREIGN EXCHANGE EARNING AND OUTGO:

The exports on FOB basis are Rs. 37367.73 (thousand) previous year was Rs. 22189.45 (thousand). The expenses in foreign exchange on Exhibition Expenses is Rs. 2441.32 (thousand) previous year was Rs. 3106.52 (thousand).

REGULATORY/COURT ORDERS

During the year 2023-2024, no significant and material orders were passed by the regulators or courts or tribunals. Impacting the going concern status and Company’s operation in future.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Companies Act, 2013, Mr. Pankaj Jain and Mr. Dhruv Jain retire by rotation at the ensuing Annual General Meeting. The Board of Directors on the recommendation of the Nomination and Remuneration Committee has recommended his re-appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criterion of Independent Directors prescribed by the Act and the Listing Regulations.

Inductions/ Appointments:-

The Shareholders, at the 29th Annual General Meeting held on 25th September, 2023 approved the Appointment of Ms. Preeti Goel (DIN: 09561869) as an Independent Director for a term of Five (5) Years till May 21, 2028.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and clause 49 of the Listing agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Committees. The manner in which evaluation has been carried out has been explained in the Corporate Governance Report.

REMUNERATION POLICY

The Board on the recommendation of Nomination and Remuneration committee framed a policy for selection and appointment of Directors, senior management and remuneration. No remuneration is being paid to the Directors during the current financial year.

BOARD MEETINGS

During the year four Board Meetings and one independent directors meeting was held. The detail of which are given in the Corporate Governance Report. The provisions of the Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings.

The details of constitution of the Board and its Committees are given in the Corporate Governance Report.

DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to section 134 of the Companies Act, 2013, with respect to Director’s Responsibility statement, it is hereby confirmed that: -

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from the same;

(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 i.e. 31st March, 2024 and of the profit of the Company for the year ended on that date; (c ) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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; and (e) the Directors had laid down financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and (f) the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively.

FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The directors will be introduced to all the Board members and the senior management personnel such as Chief Financial Officer, Company Secretary and Various Department heads individually to know their roles in the organization and to understand the information which they may seek from them while performing their duties as a Director.

CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certification as required under SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015 and Chief Executive Officer declaration about the Code of Conduct is Annexed to this Report.

RELATED PARTY TRANSACTIONS:

There were no contracts or arrangements entered into by the Company in accordance with provisions of section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2023-24.

SUBSIDIARY COMPANIES:

The Company doesn’t have any subsidiary.

STATUTORY AUDITORS:

The Statutory Auditors of the Company M/s. Ritu Gupta & Co., (Firm’s Registration Number 119890W) Chartered Accountants, were appointed as Auditors for second term of 5 (five) consecutive years, to hold office from the conclusion of this Annual General Meeting until the conclusion of the Annual General Meeting to be held in the year 2028 at such remuneration as shall be fixed by the Board of Directors of the Company.” The Auditors have confirmed that they are not disqualified from continuing as auditors of the Company

COST AUDITORS

The provisions of Cost Auditors are not applicable on the Company.

INTERNAL AUDITORS

The Company has appointed in house Internal Auditor Mr. Sumant Samanta Singhar S/o Mr. Madhusudan Samanta Singhar R/o House No. 52, Yamaha Vihar, Sector-49, Noida-201301 (U.P.) to undertake the Internal Audit of the Company.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Anand Nimesh & Associates., Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as “Annexure A”

QUALIFICATIONS/ADVERSE REMARKS/OBSERVATIONS BY SECRETARIAL AUDITOR

The Secretarial Auditor of the Company made the following observations:

COMPLIANCE OF GUIDELINES OF SEBI/STOCK EXCHANGE:

We have duly complied with all the guidelines issued by SEBI/Stock Exchange.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

SECRETARIAL STANDARDS OF ICSI:

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board’s report.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as “Annexure B” and same is made available on the Company’s website and can be accessed at http://www.pushpsons.com/annual-reports.html.

RISK MANAGEMENT:

Pursuant to the requirement of the Listing Agreement, the company has comprehensive risk management framework which is periodically reviewed by the company.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows: The Company has one Managing Director, one Executive Director and one Non-Executive Director. No remuneration has been paid to them. The Company has not paid any remuneration that is covered by the provisions contained in Rule 5(2) and Rule 5 (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace. During the year under review there were no complaint received and no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Further Company is committed to providing equal opportunities without regard to their race, caste, sex, religion, colour, nationality, disability etc. (permanent, temporary, contractual and trainees) as well as any women visiting the Company& premises or women service providers are covered under this policy. All employees are treated with dignity with a view to maintain a work environment free from Sexual harassment whether physical, verbal or psychological.

POLICY ON VIGIL MECHANISM

The Company has adopted a whistleblower mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company’s code of conduct and ethics.

LISTING INFORMATION

The Company’s shares are listed on BSE Limited; Mumbai vide Script Code: 531562.

DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES, AND HIGHLIGHTS OF THEIR PERFORMANCE AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY.

There is no subsidiary, associates and joint ventures of the company and further there are no companies, which have become or ceased to be the subsidiary, joint venture and Associate Company during the year.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincere thanks to the Members of the Company, Bankers, State-Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.