6 Pasafl Spinning[Mllls][Limited]

Dale. 3]“ August,[2021]

To,

Department[uf] Corporale[Services,] Bombay[Stoek] Exchange,[Floor][ 25,][P][J][Towers,] Dalal Street, Mumbai - too 001

Dear sir/ Madam,

Subject[Annual ] Report[and][notice ] eonvenlng[30th][Annual General][Meeting][ (”AGM")][ol’][ the] Company, Ref: ESE Code: 521080 - Pasarl Spinning Mills leiled

Pursuant to Regulatmn 34(1) ot[Sngurilies][and] Exehange[Board][or][lndia] (Listing[Obligations] and Disclosure Reqmrements) Regulations, 2015 (“Listing Regulations“), please[ttnd] enclosed the Annual Report ot the Company[and][Notice ] eonventng[the][30th][AGM][lot][the] hnancial year 202021

The 30‘» Annual General Meenng (AGM)[or][the] Company is[scheduled][to][be][held][on] Wednesday,[20m] September,[2021][al][1100][A][M][through][video][Conference][/][Other][Audio] Visual Means

The Notice of AGM along wrth[the][Annual] Report[lot][the][linaneral ] year[202021][ls][ also being] made available on the wehsite of[the] Company[at] mas: Www. asarlex nrtseom[m] investor relation seetion

Thrs is tor your intorrnatlon and records please,

Thanking you to} Pasaxi Spinning Mills L n Kn Gupta Chlei Fmanual omcer #Zfiflat No 6,Fanchavah[Aprt\s,] Wellington sneet,[Rlchmond Town,] Bangalore North,[Museunt][ttoad,] Bangalore[560025]

No lx lll Floor, Anjtmeya Temple[Road. ] YedlyuL Jayanagar[nth][Block.][Eangalnte] , 560082

ch:[http://www pasariexponsoom/]

Phonic[{V0] 91-3072676-(1125 Email: [email protected]

CW‘ L85] IUKA199I I’LC012537

ANNUAL REPORT 2020 – 2021

PASARI SPINNING MILLS LIMITED

ANNUAL REPORT 2020 - 2021

THIRTIETHANNUAL REPORT OF

PASARI SPINNING MILLS LIMITED CIN: L85110KA1991PLC012537

2020-21

Board of Directors

Mr. K.K. Gupta, Mrs.Poonam Gupta, Mr. BadarahalliLakshmaiah Pundareeka, Mr. Sharanabasaweshwar , Gangadharayya Hiremath Mr. Gauri Shankar Gupta, Mr. T. K. Gupta, Ms. Neelu Daslana,

– Executive Director, Managing Director

– Non-Executive - Non Independent Director,

– Non-Executive - Independent Director – Non-Executive - Independent Director

– Non-Executive - Non Independent Director – CFO

– Company Secretary & Compliance Officer

AUDITORS:

Rao & Emmar

Chartered Accountants No.18, Ramanashree Arcade, 2nd Floor, No 204 and 205, Ashok Nagar Post, Mahatma Gandhi Road, Bengaluru -560001

BANKERS:

Canara Bank Bangalore

AUDIT COMMITTEE

Mr. S. G Hiremath, Non-Executive - Independent Director, Chairman Mr. B. L Pundareeka, Non-Executive - Independent Director, Member Mrs. Poonam Gupta, Non-Executive - Non Independent Director, Member

NOMINATION &REMUNERATION

Mr. S. G Hiremath, Non-Executive - Independent Director, Chairman Mr. B. L Pundareeka, Non-Executive - Independent Director, Member Mrs. Poonam Gupta, Non-Executive - Non Independent Director, Member

STAKEHOLDERS RELATIONSHIP COMMITTEE Mrs. Poonam Gupta

Mr. B. LPundareeka Mr. S. G Hiremath

Non-Executive - Non-Independent Director, Chairperson Non-Executive - Independent Director, Member Non-Executive - Independent Director, Member

REGISTERED OFFICE:

18, (Old # 16) III Floor, Anjaneya Temple Street,Yediyur, Jayanagar 6th Block,Bangalore – 560082.

FACTORY PREMISES:

54 & 55, KIADB Indl Area, 1[st] Main III Cross, Nanjangud – 571301.

PASARI SPINNING MILLS LIMITED

NOTICE

Notice is hereby given that the THIRTIETH Annual General Meeting of the Members of Pasari Spinning Mills Limited will be held on Monday, 20[th] September, 2021 at 11.00 A.M through Video Conference/Other Audio Visual Means to transact the following business:-

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet as at 31[st] March, 2021, the Profit & Loss Account and Cash Flow Statement together with the Board’s Report and Auditors Report thereon as circulated to the shareholders;

2. To appoint a Director in place of Mr. Gauri Shankar Gupta (DIN: 00003860), who retires by rotation and being eligible, offers himself for re-appointment.

pursuant to the provisions of section 161(1) of the Companies Act, 2013 and pursuant to the applicable regulation of the Articles of Association of the Company, and who holds office upto the date of this Annual General Meeting of the Company in terms of Section 161 of the Companies Act, 2013 and who has submitted a declaration that he meets the criteria of the independent directorship as provided in section 149(6) of the Act and he is not debarred from holding the office of director by virtue of any SEBI order or any other such authority, who is eligible for appointment, on recommendation of the Nomination and Remuneration Committee, be and is hereby appointed as an Independent Non-Executive Director of the Company, who shall hold office for a period of five years from the date of appointment and whose office shall not, henceforth, be liable to retire by rotation.

SPECIAL BUSINESS:

3. To consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution:

REGULARISATION OF APPOINTMENT OF MR. SHARANABASAWESHWAR GANGADHARAYYA HIREMATH AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY

the company be and is hereby accorded to the appointment of Mr. Sharanabasaweshwar Gangadharayya Hiremath (DIN: 08912844), who was appointed by the Board of Directors as an Additional Director in the Category of Non-Executive, Independent Director of the Company with effect from 30[th] June 2021

“ RESOLVED FURTHER THAT to give effect to this resolution the Board of Directors be and are hereby authorised to do all the acts, deeds, matters and things as they may in their absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in this regard and to sign and execute all necessary documents, applications, returns and writings as may be necessary, proper, desirable or expedient.”

4. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

REGULARISATION OF APPOINTMENT OF MR. BADARAHALLI LAKSHMAIAH PUNDAREEKA AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY

ANNUAL REPORT 2020 - 2021

“ RESOLVED THAT pursuant to the provisions of Sections 149, 152 and any other applicable provisions of the Companies Act, 2013 and rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV of the Companies Act, 2013, approval of the members of the company be and is hereby accorded to the appointment of Mr. Badarahalli Lakshmaiah Pundareeka (DIN: 01415867), who was appointed by the Board of Directors as an Additional Director in the Category of NonExecutive Independent Director of the Company with effect from 30[th] June 2021 pursuant to the provisions of section 161(1) of the Companies Act, 2013 and pursuant to the applicable Articles of Association of the company, and who holds office upto the date of this Annual General Meeting of the Company in terms of Section 161 of the Companies Act, 2013 and who has submitted a declaration that he meets the criteria of the independent directorship as provided in section 149(6) of the Act and he is not debarred from holding the office of director by virtue of any SEBI order or any other such authority, who is eligible for appointment, on recommendation of the Nomination and Remuneration Committee, be and is hereby appointed as an Independent Non-Executive Director of the Company, who shall hold office for a period of five years from the date of appointment and whose office shall not, henceforth, be liable to retire by rotation.

5. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

APPOINTMENT OF MR. KOLAGUNDA KUMAR SIDDAPPA (DIN: 08305351) AS A NON-EXECUTIVE, NON-INDEPENDENT DIRECTOR OF THE COMPANY

“ RESOLVED THAT pursuant to the provisions of Section 152 and all other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as ‘the Act’) and the relevant Rules made thereunder (including any statutory modification(s) or re-enactment thereof, for the time being in force), and the applicable Regulations under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions of the Articles of Association of the Company, based on the recommendation of the Nomination and Remuneration Committee of the Board and the Board of Directors, consent of the Members be and is hereby accorded to the appointment of Mr. Kolagunda Kumar Siddappa (Din: 08305351) as a Nonexecutive, Non Independent Director of the Company, who shall be liable to retire by rotation, with effect from the date of this Meeting.

6. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

PASARI SPINNING MILLS LIMITED

ALTERATION OF THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

“RESOLVED THAT pursuant to the provisions of Section 13 and other applicable provisions, if any, of Companies Act, 2013, (including any statutory modifications or reenactment thereof, for the time being in force), and the rules framed there under, and subject to the approvals, permissions and sanctions of the Registrar of Companies, and all other relevant authorities governed by SEBI, appropriate authorities, departments or bodies as and to the extent necessary, consent of the shareholders of the Company be and is hereby accorded for effecting the alteration in the existing Object Clause of the Memorandum of Association (“the MOA”) of the Company by merging existing Object Clause III (A) 4 & III (A) 5 into One Clause as “III (A) 4” and by adding following new clause as III (A) 5, after clause III (A) 4 in the following Manner:- ,

III (A) (4) To cultivate, buy, sell, deal in raw or finished cotton, wool, silk, synthetic fibers, jute, and other fibrous substances and their fabrics and to prepare, spin, weave, bond, clean, press and pack the same and sell material so manufactured and to manufactured, wash, clean, purify, scour, dry, iron, dye, disinfect, renovate and prepare for use all articles of wearing apparels, household, domestic, industrial, linen, cotton, fiber and woolen goods and clothing and fabrics of all kind.

III (A) (5) “To carry on the business of process, produce, mix, pack, preserve, freeze, extract, refine, manufacture, import, export, buy, sell, trade and deal in processed foods, health foods, edible oil, protein foods, food

products, agro foods, fast foods, packed foods, poultry products, sea foods, milk foods, health and diet drinks, extruded foods, frozen foods, dehydrated foods, precooked foods, canned foods, preserved foods, bakery products and confectionery items such as breads, biscuits, sweets, cakes, pastries, cookies, wafers, condoles, lemon drops, chocolate, toffees, tinned fruits, chewing gum, bubble gum, detergents, tea and coffee, vegetables, fruits, jams, jelly, pickles, squashes, sausages, nutrient, health and diet foods / drinks, extruded foods, confectionery items, sweets, cereals products and any other food products in and outside India.”

By order of the Board of Directors for PASARI SPINNING MILLS LIMITED

Date: 09[th] August, 2021 Krishna Kumar Gupta Place: Bangalore Managing Director DIN: 00003880

Add: A-21 Silver palm, Bldg 3, Basavanagar Main, Vibhuthipura Extn, Marathalli, Bangalore- 560067

ANNUAL REPORT 2020 - 2021

Notes

1. In view of the massive outbreak of the COVID-19 is not available for this AGM and hence the Proxy pandemic, social distancing is a norm to be followed Form and Attendance Slip including Route Map are and pursuant to the Circular No. 14/2020 dated April not annexed to this Notice. However, the Body 08, 2020, Circular No.17/2020 dated April 13, 2020 Corporates are entitled to appoint authorised issued by the Ministry of Corporate Affairs followed representatives to attend the AGM through by Circular No. 20/2020 dated May 05, 2020 and VC/OAVM and participate thereat and cast their Circular No. 02/2021 dated January 13, 2021 and all votes through e-voting other relevant circulars issued from time to time, 5. Members are requested to inform the Company's physical attendance of the Members to the Registrars and Share Transfer Agents viz., Kfin EGM/AGM venue is not required and general technologies Private Limited, regarding changes, if meeting be held through video conferencing (VC) or any in their registered addresses along with the PIN other audio visual means (OAVM).Hence, in code number. compliance with the Circulars, the AGM of the 6. Members desirous of getting any information about Company is being held through VC. the accounts of the Company are requested to send

2. Participation of members through VC will be their queries to the Registered Office of the reckoned for the purpose of quorum for the AGM as Company at least 7 days prior to the date of the per section 103 of the Companies Act, 2013 (“the meeting so that the requisite information can be Act”). readily made available.

3. In accordance with, the said circulars of MCA, SEBI 7. The Register of members and the share transfer and applicable provisions of the Act and SEBI books of the Company will remain closed from 14th (Listing Obligations and Disclosure Requirements) September, 2021 to Monday, the 20th September, Regulations, 2015 (Listing Regulations), the 30th 2021 (both days inclusive). AGM of the Company shall be conducted through 8. As per provisions of the Companies Act, 2013 the VC / OAVM. National Securities Depositories facility for making nominations is available to the Limited (‘NSDL’) will be providing facility for voting shareholders. Nomination forms can be obtained through remote e-voting, for participation in the from the Company's Registrars and share Transfer AGM through VC / OAVM facility and e-voting during Agents, viz., Kfin technologies Private Limited in the AGM. The procedure for participating in the physical form. meeting through VC / OAVM is explained at Note 9. Brief profile and other required information about No. 12 below and is also available on the website of the director liable to retire by rotation, as required the Company at www.pasariexports.com. under Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and

4. As the AGM shall be conducted through VC / OAVM, Disclosure Requirements) Regulations, 2015 is as under-

4. As the AGM shall be conducted through VC / OAVM, the facility for appointment of Proxy by the Members

PASARI SPINNING MILLS LIMITED

sent in electronic mode to Members whose e-mail address is registered with the Company or the Depository Participant(s).

Name Gauri Shankar Gupta sent in electronic mode to Members whose e-mail Date of Birth 08-11-1942 address is registered with the Company or the Date of 30-09-2019 Depository Participant(s). appointment Qualifications Graduation In support of the Green Initiative, the Company Expertise in Textile Industry hereby request members who have not updated specific functional area their Email IDs to update the same with their Relationship with Mr. G S Gupta is related to the respective Depository Participant(s) or Kfin other directors KMPs and Non-executive technologies Private Limited for receiving Directors of the Company. Name of listed communications from the Company electronically. Directorships in entities (other Listed None Members holding shares in physical mode and who than the Companies: have not updated their email addresses with the Company) in which he holds Membership of Company are requested to update their email Committees in the Directorship addresses by writing to the RTA at Listed and the Companies None [email protected] along with the copy of membership of Committees of the signed request letter mentioning the name and the Board address of the Member, self-attested copy of the No of shares held 2,21,200 Individually PAN card, and self-attested copy of any document in Company (eg.: Driving License, Election Identity Card, ELECTRONIC DISPATCH OF ANNUAL REPORT Passport) in support of the address of the Member. AND PROCESS FOR REGISTRATION OF EMAIL Members holding shares in dematerialised mode are ID FOR OBTAINING COPY OF ANNUAL REPORT: requested to register / update their email addresses In accordance with, the Pursuant to the Circular No. with the relevant Depository Participants. In case of 14/2020 dated April 08, 2020, Circular No.17/2020 any queries / difficulties in registering the e-mail dated April 13, 2020 issued by the Ministry of address, Members may write to Corporate Affairs followed by Circular No. 20/2020 [email protected].

10. In accordance with, the Pursuant to the Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs followed by Circular No. 20/2020 dated May 05, 2020 and Circular No. 02/2021 dated January 13, 2021 and all other relevant circulars issued from time to time issued by SEBI owing to the difficulties involved in dispatching of physical copies of the financial statements (including Report of Board of Directors, Auditor’s report or other documents required to be attached therewith), such statements including the Notice of AGM are being

The Notice of AGM along with Annual Report for the financial year 2020-21, is available on the website of the Company at www.pasariexports.com, on the website of Stock Exchanges i.e. BSE Limited. Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com

ANNUAL REPORT 2020 - 2021

11. Members are requested to address all 13. The Members can join the EGM/AGM in the correspondences including those for Remat/Demat, VC/OAVM mode 15 minutes before and after the nomination requests, share transfers, change of scheduled time of the commencement of the address/mandates for physical holdings etc., at Meeting by following the procedure mentioned in the least 10 days before Annual General Meeting to Notice. The facility of participation at the EGM/AGM enable the management to keep the information through VC/OAVM will be made available for 1000 ready at the meeting. The queries may be members on first come first served basis. This will addressed to: not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters,

The Share Transfer agents — Institutional Investors, Directors, Key Managerial

Kfin technologies Private Limited, Personnel, the Chairpersons of the Audit Tower B, Plot No. 31 32, Selenium Building, Committee, Nomination and Remuneration Financial district, Nanakramguda, Serilingampally, Committee and Stakeholders Relationship Hyderabad, Rangareddi, Telangana, 500032. Committee, Auditors etc. who are allowed to attend

Email: [email protected] the EGM/AGM without restriction on account of first come first served basis

PROCEDURE FOR JOINING THE AGM THROUGH VC / OAVM:

12. Members will be provided with a facility to attend the AGM through VC / OAVM through the NSDL e-voting system. Members may access the same at https://www.evoting.nsdl.com under Members login by using the remote e-voting credentials. The link for VC / OAVM will be available in Members login where the EVEN of Company will be displayed. Please note that the Members who do not have the User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by following the remote e-voting instructions mentioned in the notice. Further Members can also use the OTP based login for logging into the e-voting system of NSDL.

14. Members who need assistance before or during the AGM with use of technology, can: -

1. Send a request at [email protected] or use Toll free no.: 1800-222-990;

2. or - Contact Mr. Thejas N, Assistant Manager, NSDL at the designated email ID: [email protected] or [email protected] or at telephone number +91- 9742353308

15. Please note that participants connecting from Mobile devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio / Video loss due to fluctuation in their respective network. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any kind of aforesaid glitches. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

PASARI SPINNING MILLS LIMITED

16. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID/folio number, PAN, mobile number at [email protected]. Questions / queries received by the Company till 5.00 p.m. on Saturday, 18th September, 2021 shall only be considered and responded during the AGM. Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

17. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. The same will be replied by the company suitably. PROCEDURE FOR REMOTE E-VOTING AND E-VOTING DURING THE AGM:

18. (I) Pursuant to the provision of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management Administration) Rules,2014 and in Compliance with Regulation 44(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 and Circular No. 02/2021 dated January 13, 2021and all other relevant circulars issued from time to time, the Company is pleased to provide members facility to exercise their votes at the 30th Annual General Meeting by electronic means through E-voting service provided by company through NSDL e-voting system (For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency) at https://www.evoting.nsdl.com and the Business may be transacted through E-voting as per instruction below:

a) Date and time of Commencement of voting through electronic means: 15th September, 2021 at 09.00 A.M.
b) Date and time of the end of voting through electronic means beyond which voting will not be allowed: 19[th] September, 2021 at 5.00 P.M.
c) Details of website: www.evoting.nsdl.com
d) For any further clarification relating to E-voting contact our toll free No. 1800-222-990 or email us at [email protected].
e) Details of Scrutinizer: Mr. Vinay B L, Practicing Company Secretary, Bangalore.
f) The Members, whose names appear in the Register of Members / list of Beneficial Owners as on 13[th] September 2021, i.e. being the cut-off date, are entitled to vote on the Resolutions set forth in this Notice. A person who is not a Member as on the cut-off date should treat this Notice of AGM for information purpose only
g) The Instructions for E-voting are as under: The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

ANNUAL REPORT 2020 - 2021

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3.	If you are already registered forNSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the“Beneficial Owner”icon under “Login” which is available under“IDeAS”section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on options available against company name ore-Voting service provider - NSDLand you will be re-directed to NSDL e-Voting website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com.Select“Register Online for IDeAS”Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on options available against company name ore-Voting service provider - NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting duringthe meeting.
Individual Shareholders holding securities in demat mode with CDSL	1. 2. 3. 4.	Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest arehttps://web.cdslindia.com/myeasi/home/loginorwww.cdslindia.comand click on New System Myeasi. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links ofe-Voting service provider i.e. NSDL. Click onNSDLto cast your vote. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link inwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e.NSDLwhere the e-Voting is in progress.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Once login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on options available against company name ore-Voting service provider-NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

PASARI SPINNING MILLS LIMITED

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request [email protected] call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request [email protected] contact at 022- 23058738 or 022-23058542-43

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B) Login Method for shareholders other than Manner of holding shares Your User ID is:
Individual shareholders holding securities in demat a. For Members who hold 8 Character DP ID
mode and shareholders holding securities in shares in demat account with followed by 8 Digit
physical mode NSDL. Client ID
How to Log-in to NSDL e-voting website? For example: if
a. Visit the e-voting website of NSDL. Open web your DP ID is
browser by typing the URL: IN300 and
https://www.evoting.nsdl.com. Client ID is 12
b. Once the home page of e-voting system is then your User ID
launched, click on the icon ‘Login’ which is is IN30012**
available under ‘Shareholders’ section. b. For Members who hold 16 Digit
c. A new screen will open. You will have to enter shares in demat account Beneficiary ID
your User ID, your Password and a Verification with CDSL For example: if
Code as shown on the screen. your Beneficiary ID
Alternatively, if you are registered for NSDL is 12**
eservices i.e. IDEAS, you can log-in at then your User ID
https://eservices.nsdl.com/ with your existing is 12**
IDEAS login. Once you log-in to NSDL eservices c. For Members holding shares EVEN Number
after using your log-in credentials, click on e-voting in Physical Form. followed by Folio
and you can proceed to Step 2 i.e. Cast your vote Number registered
electronically. with the Company
For example: if
d. Your User ID details are given below : folio number is
001 and EVEN
is 101456 then
your User ID is
101456001
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ANNUAL REPORT 2020 - 2021

h) After entering these details appropriately, click on "LOGIN".
i) Your password details are given below:
i. If you are already registered for e-voting, then you can use your existing password to login and cast your vote.
ii. If you are using NSDL e-voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
iii. How to retrieve your ‘initial password’?
If your email ID is registered in your demat account or with the Company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
j) If you are unable to retrieve or have not received the ‘Initial password’ or have forgotten your password:
(i) Click on ‘Forgot User Details/Password?’ (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
(ii) Physical User Reset Password? (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
(iii) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address.
(iv) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
(v) It is strongly recommended not to share your password with any other person and take
utmost care to keep your password confidential.
(vi) You need to login again with the new credentials.
Step 2: Cast your vote electronically on NSDL e- voting system.
(vii) After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box. Now, you will have to click on “Login” button
(viii) After successful login at Step 1, you will be able to see the Home page of e-voting. Click on e-voting. Then, click on Active Voting Cycles.
(ix) After click on Active Voting Cycles, you will be able to see all the companies ‘EVEN’ in which you are holding shares and whose voting cycle is in active status.
(x) Select “EVEN” of company for which you wish to cast your vote during the remote e- Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General Meeting”.
(xi) Now you are ready for e-voting as the voting page open
(xii) Cast your vote by selecting appropriate options i.e. assent or dissent, verify / modify the number of shares for which you wish to cast your vote and click on ‘Submit’ and also ‘Confirm’ when prompted.
(xiii) Upon confirmation, the message ‘Vote cast successfully’ will be displayed.
(xiv) You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
(xv) Once you 'CONFIRM' your vote on the resolution, you will not be allowed to modify your vote.
(xvi) Corporate / Institutional Members (Corporate / F Is / Fl Is / Trust/Mutual Funds/Banks, etc) are required to send scan (PDF format) of the relevant Board resolution to the Scrutinizer through e-mail to [email protected] with copy to

PASARI SPINNING MILLS LIMITED

[email protected] and admin@ pasariexports.com. The file scanned image of the Board Resolution should be in the naming format "Corporate Name. Event no.

(xvii) The E-voting module shall be disabled for voting on 19th September, 2021 at 5.00 PM. Once the vote on a resolution is cast by the Shareholder, the Shareholder shall not be allowed to change subsequently. The voting rights of the Shareholders shall be in proportion of their shares in the paid-up equity share capital of the Company as on the book closure date.
(xviii) In case of any queries, you may refer the 'Frequently Asked Questions' (FAQs) for members and E-voting user manual for members available at the downloads section of https://www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request at [email protected].
(xix) Mr. Vinay B L, Practicing Company Secretary has been appointed as the Scrutinizer to scrutinize the E-voting process in a fair and transparent manner. The Scrutinizer shall within a period not exceeding three (3) days from the conclusion of the E-voting period unblock the votes in the presence of at least two (2) witness not in the employment of the Company and make a Scrutinizer's Report of the votes cast in favor or against, if any, forthwith to the Chairman. The results shall be declared after the Annual General Meeting.
(xx) The results declared along with the Scrutinizer's Report shall be placed on the Company's website (www.pasariexports.com) and on the website of the NSDL (https://www.evoting.nsdl.com) within two days of the Annual General Meeting of the Company and communicated to the BSE.
(II) Facility for members not having access to electronic voting
a) To enable those members who may not have access to electronic voting facility to exercise their vote, a physical ballot form is being sent along with the Notice of Annual General Meeting.
b) The Scrutinizer will collate the votes downloaded from the e-voting system and votes received through Physical Ballot to declare the results of the resolutions forming part of Notice of the Annual General Meeting.
c) A member can opt for only one mode of voting, i.e either by physical ballot or by electronic voting. In case member casting votes in both modes, the votes made through electronic voting shall prevail.

PROCEDURE FOR INSPECTION OF DOCUMENTS:

19. All the documents referred to in the accompanying Notice and Explanatory Statements, shall be available for inspection through electronic mode, basis the request being sent on [email protected].

20.Statement setting out materials facts to be annexed to the Notice pursuant to Section 102(1) of the Companies Act, 2013 (hereinafter referred to as “the Act”).

Item no. 3 Regularisation of Appointment of Mr. Sharanabasaweshwar Gangadharayya Hiremath as an Independent Non Executive Director of the Company

Mr. Sharanabasaweshwar Gangadharayya Hiremath (DIN- 08912844) was appointed as an Additional Director in the Category of Non Executive Independent Director w.e.f. 30 June, 2021 in accordance with the provisions of Section 161 of the Companies Act, 2013. Pursuant to Section 161 of the Companies Act, 2013 the above director holds office up to the date of the ensuing Annual General Meeting. Nomination and Remuneration Committee has recommended regularization of Mr. Sharanabasaweshwar Gangadharayya Hiremath as an Independent Non Executive Director of the Company in accordance with the provisions of Section 160 and all other applicable provisions of the Companies Act, 2013.

ANNUAL REPORT 2020 - 2021

Name	Sharanabasaweshwar Gangadharayya Hiremath	Sharanabasaweshwar Gangadharayya Hiremath
Date of Birth	24-06-1973
Date of appointment	30-06-2021
Brief Profile	Mr. Sharanabasaweshwar Gangadharayya Hiremath is having a around 24 Years of Experience in the field of teaching and by education he has completed B.E in 1995, M. Tech in 1998, and Doctorate from Anna University in 2011 and he has cleared the Independent Director Exam in August 04, 2020.
Name of listed entities (other than the Company) in which he holds the Directorship and the membership of Committees of the Board	Directorships in Listed Companies:	1. Opto Circuits (India) Limited- Non- Executive - Independent Director
	Membership of Committees in Listed Companies	1. Audit committee 2. Nomination and remuneration committee 3. Risk Management Committee 4. Corporate Social Responsibility Committee 5. Finance Committee
No of shares held in Company	Nil

PASARI SPINNING MILLS LIMITED

Name	Badarahalli Lakshmaiah Pundareeka	Badarahalli Lakshmaiah Pundareeka
Date of Birth	10-04-1964
Date of appointment	30-06-2021
Brief Profile	Mr. Badarahalli Lakshmaiah Pundareeka is having a good Experience in the field of Engineering. He is founder and Director of V.PRAM Power Company Private Limited. He has completed B.E, M. Tech, and also he has cleared the Independent Director Exam in December 04, 2020.
Name of listed entities (other than the Company) in which he holds the Directorship and the membership of Committees of theBoard	Directorships in Listed Companies:	1. Opto Circuits (India) Limited- Non- Executive - Independent Director
	Membership of Committees in Listed Companies	None
No of shares held in Company	Nil

Your Board recommends the said resolution, as ordinary resolution, for your approval. None of the Directors of the Company or key managerial personnel or their relatives is, in any way, concerned or interested in the resolution.

Item no 5. Appointment of Mr. Kolagunda Kumar - Siddappa (DIN: 08305351) as a Non Executive, Non Independent Director of the Company

The Board of Directors (based on the recommendation of Nomination and Remuneration Committee) has recommended Mr. Kolagunda Kumar Siddappa (DIN: 08305351) as a Non-Executive, Non Independent Director of the Company.

In the opinion of the Board Mr. Kolagunda Kumar Siddappa is the person of integrity, possesses the relevant expertise and experience for the Company and is not debarred from holding the office of director

by virtue of any SEBI order or any other such authority. The terms and conditions of appointment of the above Director shall be open for inspection by the Members at the Registered Office of the Company during Normal Business Hours on any working day.

Item no 6. Alteration of the Object Clause of the Memorandum of Association (‘the MOA’) of the Company.

The Board of Directors of the company are planning for entering into the business of wholesale and retail sale of food products, currently the wholesale and retail market of Food Products is in boom, and thereby have the hope of recovering from the present financial crisis. Therefore The Board of Directors of the Company at its meeting held on held on 9th day of August, 2021, has, subject to the approval of the Shareholders of the Company by way of special resolutions and approvals, permissions and sanctions of the Registrar of Companies, statutory, regulatory or governmental authorities and all other relevant authorities governed by SEBI, if any as may be required under applicable laws, approved the change, merge and alter the existing object clause of the Memorandum of Association of the Company.

The approval of the members of the company is required, by way of special resolution pursuant to section 13 of the Companies Act, 2013; accordingly, the Board recommends the relevant resolution for the approval of members.

None of the Directors of the Company or key managerial personnel or their relatives is, in any way, concerned or interested in the resolution.

By the Order of the Board Pasari Spinning Mills Limited

Krishna Kumar Gupta Managing Director DIN: 00003880 Add: A-21 Silver palm, Bldg 3, Basavanagar Main, Vibhuthipura Extn, Marathalli, Bangalore- 560067 CIN: L85110KA1991PLC012537

Date: 09th August, 2021 Place: Bangalore

ANNUAL REPORT 2020 - 2021

BOARD’S REPORT

CIN: L85110KA1991PLC012537

The Members,

The Directors present the Thirtieth Annual Report of Pasari Spinning Mills Limited (the Company) on the business and operations of the Company along with the audited financial statements for the financial year ended 31st March, 2021.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:

		*Amount in Rs.* 2019-20 68,44,842 26,97,738 - - - (1,32,389) 28,30,127
Particulars	2020-21	2019-20
Total Revenue	64,93,476	68,44,842
Profit before tax	26,54,778	26,97,738
Tax Expenses: a) Current tax b) Tax Related to earlier years c) MAT Credit entitlement d) Deferred tax Charge/(Credit)	- - - 3,09,332	- - - (1,32,389)
Profit (Loss) for the year	23,45,446	28,30,127

Global health pandemic from COVID-19

The World Health Organization declared a global pandemic of the Novel Coronavirus disease (COVID19) on February 11, 2020. The lockdowns and restrictions imposed on various activities due to COVID — 19 pandemic have posed challenges to the day to day working Operations of Pasari Spinning Mills Limited . The Company has discontinued its operations from the financial year 2010-11 therefore there were no impact on the manufacturing facilities and sales but our other operational income were impacted during the lockdown period. In keeping with Company’s employee-safety first approach, the Company quickly instituted measures to trace all employees and be assured of their well-being. All our office staff have been able to connect and operate remotely.

2. PERFORMANCE OF THE COMPANY:

For the year ended 31st March, 2021, the Company has earned a profit of Rs. 23,45,446 (Rupees Twenty three lakh forty five thousand four hundred forty six only) as compared with the previous year's a profit of 28,30,127 (Rupees Twenty eight lakh thirty thousand one hundred twenty seven only)

3. THE WEB ADDRESS, IF ANY, WHERE ANNUAL RETURN HAS BEEN PLACED

The Company is having website i.e www.pasariexports.com and Annual Return of Company has been published on such website.

PASARI SPINNING MILLS LIMITED

4. BIFR STATUS:

The Company has continued in its efforts to obtain the necessary reliefs/concessions from Government of Karnataka on matters relating to Sales Tax.

5. DIVIDEND:

During the year under review, the Company did not declare any dividend to its members as a purdent business policy.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:

During the period under review there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

7. RESERVES:

During the year under review the Company has earned a profit of Rs. 23,45,446 (Rupees Twenty three lakh forty five thousand four hundred forty six only) and the same has been transferred to the Reserves and Surplus Account.

8. STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK:

The Company has discontinued its production operations from the financial year 2010-11. The Company has no intention to continue the production operations henceforth and has decided to lease out the Factory premises. The Company has not made any sales during the current year. Future outlook detailed discussion is made under the head “Management Discussion and Analysis Report”, which forms part of Annual report

9. CREDIT RATING: NOT APPLICABLE

10. CHANGE IN NATURE OF BUSINESS, IF ANY:

The Company has not changed its business objectives and nature of business during the year under review. The board of directors of the Company

are planning to add a new object clause in the existing Memorandum of Association which is relating to entering into the food industry.

11. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

12. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

There were no significant and material orders passed by the Regulators or the Courts or Tribunals impacting the going concern status and Company’s operation in the future.

The Hon'ble Bangalore District Court, vide its order dated 31st January, 2020 has dismissed the case M/s Pasari Spinning Mills Limited Vs The Cotton Corporation of India. An appeal for the same is filed before the Hon'ble High Court of Karnataka.

13. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its Business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of the reliable financial disclosures.

ANNUAL REPORT 2020 - 2021

14. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint venture and Associate Companies.

15. DEPOSITS:

During the year under review the Company has not accepted/renewed any deposits.

16. PARTICULARS OF EMPLOYEES:

As required by Rule 5(2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, there were no employees employed during the year who were in receipt of remuneration which is not less than Rs.8,50,000/(Eight lakhs fifty thousand only) per month or Rs. 1,02,00,000/- (One crore two lakhs only) per annum.

17. AUDITORS:

Statutory Auditors:

M/s. Rao & Emmar, Chartered Accountants, Bangalore (Firm Registration No. 03084S), Chartered Accountants were appointed as Statutory Auditors of your Company at the Annual General Meeting held on 30th September, 2019, for the five consecutive years. The Auditors have confirmed that they are not disqualified from being appointed as Auditors of the Company.

Statutory Auditors’ comments on Company’s accounts for year ended 31st March, 2021 are selfexplanatory in nature and do not require any explanation as per provisions of Section 134(3)(f) of the Companies Act, 2013. There were no qualifications, reservation or adverse remark.

2013 and Rules made thereunder. The Secretarial Audit Report for the FY 2020-21 forms part of the Annual Report as Annexure-1 to the Board’s Report.

18. EXTRACT OF ANNUAL RETURN:

The requirement of preparing extract of Annual Return (MGT-9) is done away with by virtue of an amendment to Section 92(3) as well as Rule 12 of Companies (Management and Administration) Rules, 2014.

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

Significant measures are taken to reduce the energy consumption by using energy- efficient equipments. Conservation of energy is always on the “To Do” list at all levels of operations. Efforts are made in this direction on a continuous basis. The company has taken the following adequate measures to conserve the energy:

Localized lighting in place of community lighting.
Employees are habituated to switch off fans, lights during the lunch break and at close of office hours.
The Company has started using LED lights which saves the energy considerably.

FOREIGN EXCHANGE:

FOREIGN EXCHANGE:
Particulars	Current year	Previous Year
1. Earnings in Foreign Currency	NIL	NIL
2. Expenditure in Foreign Currency	NIL	NIL

Secretarial Auditor:

The Board has appointed Mr. Vinay B L, Company Secretary in Practice, Bangalore as the Secretarial Auditor, to conduct the Secretarial Audit of the Company for the Financial Year 2020-21 as required under Section 204 of the Companies Act,

20. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company does not meet the prescribed thresholds as provided under Section 135 for constituting CSR committee and hence the same is not applicable.

PASARI SPINNING MILLS LIMITED

21. DIRECTORS:

A) Changes in Directors and Key Managerial Personnel:

During the year under review there were no appointment and re-appointment of Non executive directors.

Pursuant to Section 152 of the Companies Act, 2013 Mr. Gauri Shankar Gupta (DIN: 00003860), retires by rotation and being eligible, offers himself for re-appointment in the upcoming Annual General Meeting.

Key Managerial Personnel:

During the year under review there were no appointment and re-appointment of KMP.

B) Declaration by Independent Director(s) and reappointment, if any

The Company has received necessary declarations of independence from the both the Independent Directors under section 149(7) of the Companies Act, 2013, that they meet the criteria of independent director envisaged in section 149(6) of the Companies Act, 2013.

Programme For Familiarisation of Independent Directors:

The details of programme for familiarization of Independent Directors of the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at its link www.pasariexports.com

22. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The Board of Directors duly met 5 (five) times, during the year under review. The intervening gap between any two meetings was within prescribed period as per the Companies Act, 2013 and Securities and Exchange Board of India Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the same areas under:

Sl. No	Date of Meeting	No of director s on the Board	No. of Directors Present
1.	25th June, 2020	5	5
2.	07th August, 2020	5	5
3.	20th August, 2020	5	5
4.	30th October, 2020	5	5
5.	21st January, 2021	5	5

23. COST RECORD

The provision of Cost audit as per section 148 doesn’t applicable on the Company.

24. CONSOLIDATED FINANCIAL STATEMENTS

Company doesn’t have any subsidiaries so there is no need to prepare consolidated financial statement for the F. Y. 2020-21.

25. SEBI (LODR) COMPLIANCE

C) Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, as well as the evaluation of the working of its Audit, Nomination and Remuneration Committee.

The Company has complied all the regulations of the SEBI (LODR) regulation, 2015 which are applicable to the company.

ANNUAL REPORT 2020 - 2021

26. COMPLIANCE WITH SECRETARIAL STANDARD

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

27. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fee for the year 2020-21 to BSE Limited with whom the Equity Shares of the Company have been listed.

28. CORPORATE GOVERNANCE

Maintaining high standards of Corporate Governance has been fundamental to the business of your Company since its inception. A separate report on Corporate Governance is provided (Annexure -2A).

Financial Year 2020-21, Company has not received any complaint on sexual harassment.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Loans, Guarantees or Investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the Financial Statements provided in the Annual Report.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company 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 is disclosed in Form No. AOC -2 as per Annexure-3.

29. POLICIES OF THE COMPANY:

Vigil Mechanism/Whistle Blower Policy for directors and employees:

The Company has formulated Vigil Mechanism / Whistle Blower policy and the same is implemented.

32. MANAGERIAL REMUNERATION:

Since the Company is not carrying on any profitable activities, the Directors of the Company have voluntarily waived off their remuneration. Hence no managerial remuneration is paid for the year under review.

Research and Development:

Since the Company does not have any production activities, the policy for the same is not applicable.

Internal Control System and Their Adequacy:

Detailed discussion is made under the head “Management Discussion and Analysis Report”, which forms part of Annual report.

Anti- Sexual Harassment Policy:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment of women at workplace and to provide a platform for redressal of Complaints and grievances against sexual harassment. During the

33. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continues basis.

Detail discussion is made under the heading Management Discussion and Analysis.

PASARI SPINNING MILLS LIMITED

34. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 your directors confirm that:

(a) in the preparation of the annual accounts, 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 as at the end of the financial year and of the profit/loss 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; and
(e) That proper internal financial controls were in place and that the internal financial controls were adequate and were operating effectively.
(f) 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.

35. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

The Board noted the reports given by Statutory Auditors and Secretarial Auditor and made the following Explanations:

ANNUAL REPORT 2020 - 2021

Sl No	Qualification/observation/Adverse remarks/Disclaimer	Qualification/observation/Adverse remarks/Disclaimer	Qualification/observation/Adverse remarks/Disclaimer	Qualification/observation/Adverse remarks/Disclaimer	Reply by the Board
1	There are disputed liabilities with regard to as on31.03.2021			Sales Tax, For the year 1999-00 2000-01 2001-02 1999-00 2000-01 1999-00 2000-01 2001-02 1999-00 2000-01 2001-02 1999-00 2000-01 2001-02	With respect to the disputed liabilities of sales tax, the Board would like to inform the members that the Company is entitled to reliefs and concessions from Government of Karnataka as per BIFR order. The company is still following up both with BIFR and the State Government.
	Name of the Statute	Nature of the Dues	Amount (Rs)	For the year
	Central Sales Tax Act	CST	4,45,496	1999-00
			5,80,226	2000-01
			8,83,692	2001-02
	Karnataka Entry Tax Act	KVAT	46,593	1999-00
			98,290	2000-01
			4,35,196	1999-00
			46,57,137	2000-01
			32,10,915	2001-02
	KVAT & CST	Penalty	5,000	1999-00
			2,50,000	2000-01
			18,35,296	2001-02
	CST And KVAT	Interest	3,11,968	1999-00
			33,37,878	2000-01
			19,18,381	2001-02
	Total		1,80,16,068
2	There is a Discrepancy is Issued & Listed capital. The Company has not received the in Principle Approval, in respect of 18,00,000 Shares issued on preferential basis on 6 December, 2010. Company is still waiting for approval of the Bombay stock exchange. The delay is beyond the reasonable time.				The Company has made an application for obtaining the in principle approval of the Bombay Stock Exchange in the year 2012 and the fees as prescribed by the Stock Exchange is also paid by the Company. Company is following up with the stock exchange for obtaining the approval of the Bombay Stock Exchange.
3	The Quarterly Results are not published in the news papers, as required by Regulation 47 of Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015				The quarterly results are directly sent to the Stock Exchange and the shareholders of the Company and other stakeholders can directly access the same in the website of Bombay Stock Exchange, wherein the shares of the Company is listed. The quarterly financial results are also being uploaded in the website of the Company.
4	The Composition of the Board of Directors of the Company is not in accordance with Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) regulations, 2015 as Mrs. Poonam Gupta (DIN 08447607), the Non Executive Chairperson is related to the promoter of the Company and the number of Independent Directors on the board is less than the limit prescribed by Regulation 17.				The corrective action shall be taken in the current financial year.

PASARI SPINNING MILLS LIMITED

36. FRAUD REPORTING:

Pursuant to the provisions of section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Board.

BONUS SHARES:

No Bonus Shares were issued during the year under review.

EMPLOYEES STOCK OPTION PLAN:

37. VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD’S REPORT:

The Company has not made any application to the Authorities for revision of Financial Statements or Boards Report during the year under review.

38. SHARES:

During the year under review the Company has not provided any Stock Option Scheme to the employees.

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

No equity shares with differential rights were issued during the year under review.

SHARE CAPITAL:

A. AUTHORISED CAPITAL

The Authorized Capital of the Company is Rs. 14,00,00,000/-(Rupees fourteen crore only) divided into 1,40,00,000 (Once crore forty lakh only) equity shares of Rs. 10/- each.

B. PAID UP CAPITAL:

The Paid up capital of the Company is Rs. 13,80,00,000/- (Rupees thirteen crore eighty lakh only) divided into 1,38,00,000 (Once crore thirty eight lakh only) equity shares of Rs. 10/- each.

C. CHANGES IN SHARE CAPITAL, IF ANY:

There is no change in both the Authorised and paid up capital of the Company during the year under review.

BUY BACK OF SECURITIES:

The Company has not bought back any of its securities during the year under review.

SWEAT EQUITY:

The Company has not issued any Sweat Equity Shares during the year under review.

39. ACKNOWLEDGEMENTS:

The Directors place on record their appreciation for cooperation and continued support extended by employees, consultants, customers, shareholders, investors, partners, vendors, bankers, the Government, and statutory authorities for the Company’s growth. We thank associates and consultants for their valuable contribution in our progress and look forward to their continued support.

Poonam Gupta Krishna Kumar Gupta DIN: 08447607 DIN: 00003880

DIN: 00003880 Managing Director Address: A-21 Silver palm, Bldg 3, Basavanagar Main, Vibhuthipura Extn, Marathalli, Bangalore- 560067

Director Address: A-21 Silver Palm, TATA Sherwood, Basavanagar Main, Vibhuthipura Extn, Marathahalli Colony, Bangalore- 560037

Date:30[th] June, 2021 Place: Bangalore

ANNUAL REPORT 2020 - 2021

ANNEXURE - 1

FORM NO. MR-3 Secretarial Audit Report for the financial year ended 31[st] March, 2021

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, The Members,

Pasari Spinning Mills Limited,

No. 18, III Floor, Anjaneya Temple Road, Yediyur, Jayanagar 6[th] Block, Bangalore-560082

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Pasari Spinning Mills Limited (hereinafter called ‘the Company’) CIN- L85110KA1991PLC012537. Secretarial Audit was conducted in accordance with the Guidance Note issued by the Institute of Company Secretaries of India (a statutory body constituted under the Company Secretaries Act, 1980) and in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books papers, minutes books, forms and returns filed and other records maintained by the Company and read with the Statutory Auditors Report on Financial Statements and their certificate on compliance with the conditions of relevant provisions of the SEBI (Listing Obligations and Disclosure Requirement) and also the information provided by the Company its officers, agents and authorised representatives during the conduct of secretarial audit, I hereby report that in my opinion and to the best of my information, knowledge and belief and according to the explanations given to me, the Company has during the audit period covering the financial year ended on 31.03.2021 complied with the applicable statutory provisions listed hereunder and also that the Company has proper Board-process and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereafter.

I have examined the books, papers, minute books, forms and returns filed and other records maintained by Pasari Spinning Mills Limited for the financial year ended on 31.03.2021 according to the applicable provisions of:

PASARI SPINNING MILLS LIMITED

The Companies Act, 2013(the Act) and the rules made thereunder;
The Securities Contract (Regulation) Act, 1956 and the rules made thereunder;
The Depositories Act, 1996 and the Regulations and Bye-Laws framed thereunder;
Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings to the extent applicable to the Company;
The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 to the extent applicable to the Company:
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (Not applicable to the Company during the audit period)
b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments from time to time;
d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999/The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not applicable to the Company during the audit period)
e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during the audit period)
f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not applicable to the Company during the audit period)
g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the audit period) and
h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 and The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018, (Not applicable to the Company during the audit period).
i. Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015
I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) The Listing Agreements entered into by the Company with BSE Limited read with the SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015

ANNUAL REPORT 2020 - 2021

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except to the extent as mentioned below:

i). The Quarterly Results are not published in the newspapers, as required by Regulation 47 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, the quarterly financial results are being uploaded in the website of the Company.
ii). The Composition of the Board of Directors of the Company is not in accordance with Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) regulations, 2015 as Mrs. Poonam Gupta (DIN 08447607), the Non-Executive Chairperson is related to the promoter of the Company and the number of Independent Directors on the board is less than the limit prescribed by Regulation 17.

Observations:

i). There is a Discrepancy is Issued & Listed capital. The Company has not received the in Principle Approval, in respect of 18,00,000 Shares issued on preferential basis on 6 December, 2010. Company is still waiting for approval of the Bombay stock exchange. The delay is beyond the reasonable time.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, NonExecutive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act except the one which is indicated in the qualification above .
Adequate notice is given to all directors for the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system are in place for seeking and obtaining further information and clarifications on the agenda items for meaningful participation at the meeting.
I further report that the Company has to develop adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. The Company may have to pay penalties because of non-compliances as reported above, if levied by the respective authorities.
Based on the information provided by the officials of the Company I report that during the period under review the company has not received any show cause notices and I further report there are no other Specific events, which requires reporting hereunder.

Date: 30[th] June 2021 Vinay B L Place: Bangalore Company Secretary in Practice M No.F9159 CP No. 10760 UDIN: F009159C000545145

PASARI SPINNING MILLS LIMITED

Annexure A

The Members, Pasari Spinning Mills Limited, L85110KA1991PLC012537,

No. 18 III Floor, Anjaneya Temple Road, Yediyur, Jayanagar 6th Block, Bangalore-560082

My report of even date is to be read along with this letter.

Maintenance of secretarial record is the responsibility of the Management of the Company. My responsibility is to express an opinion on these Secretarial Records based on my audit.
I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provides a reasonable basis for my opinion expressed in the Report.
I have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.
Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of Management. My examination was limited to the verification of procedures on test basis.
The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the Management has conducted the affairs of the Company.

Date: 30[th] June 2021 Vinay B L Place: Bangalore

Company Secretary in Practice M No.F9159 CP No. 10760 UDIN: F009159C000545145

ANNUAL REPORT 2020 - 2021

CORPORATE GOVERNANCE REPORT– ANNEXURE –2A

The Company complies with Corporate Governance as per SEBI (LODR) and a report containing the details of the Corporate Governance and processes is as under:

COMPANY’S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE

The Company’s philosophy on Corporate Governance envisages attainment of the highest levels of transparency, accountability and equity in all facets of its operations and in all its transactions with its stakeholders, including its employees, customers, shareholders, suppliers, partners, supporting agencies, Government, and society at large.

The overall responsibility for guiding Corporate Governance within the Company rests with the Board of Directors (‘the Board’), which has put in place appropriate policies, guidelines and processes. The day-to-day implementation and monitoring of these policies, guidelines and processes rest with the Management of the Company and are in consonance with the requirements of the Companies Act, 2013, as amended from time to time, and applicable SEBI Regulations, including SEBI (LODR). Keeping in view the Company’s size, complexity, and corporate traditions, Company has adopted the following main principles and philosophies:

I. Constitution of the Board of the Company and Committees of Directors of appropriate composition, size and expertise.
II. Complete transparency in the operations of the Company
III. Maintaining prescribed levels of disclosure and complete openness in communication.
IV. Independent verification and safeguarding integrity of the Company’s financial reporting.
V. A sound system of risk management and internal control.
VI. Timely and balanced disclosure of all material information concerning the Company to its stakeholders

PASARI SPINNING MILLS LIMITED

THE BOARD OF DIRECTORS Table 01: Composition of Board of Directors

			I. Composition of Board of Directors	I. Composition of Board of Directors	I. Composition of Board of Directors	I. Composition of Board of Directors
Title (Mr. / Ms)	Name of the Director	PAN & DIN	Category (Chairperson/ Executive /Non-Executive /independent/ Nominee)	Date of Appointme nt in the current term /cessation	Tenure*	No of Directorship in listed entities including this listed entity (Refer Regulation 25(1) of Listing Regulations)	Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)	No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)
Mr.	Krishna Kumar Gupta	0000388 0, ADSPG3 465G	Managing Director	23-04-2019	5 years from the date of appointm ent	1	-	-
Mrs.	Poonam Gupta	0844760 7 AFTPK22 22C	Non-Executive Director	09-05-2019	-	1	1	1
Mr.	Shiva Hari Bist Prem Bist	0830534 2, BJFPP64 12E	Independent Director	24-11- 2018, Cessation- 30-06-2021	5 years from the date of appointm ent	1	1	-
Mr.	Kolagund a Kumar Siddappa	0830535 1, CFYPK6 554C	Independent Director	24-11-2018 Cessation- 30-06-2021	5 years from the date of appointm ent	1	1	1
Mr.	Gauri Shankar Gupta	0000386 0, ADVPG3 091R	Non-Executive Director	30-09-2019	-	1	-	-
Mr.	Sharanab asawesh war Gangadh arayya Hiremath	0891284 4, ABBPH6 537K	Additional - Non-Executive Independent Director	30-06-2021	Upto the next AGM	2	2	1
Mr.	Badaraha lli Lakshmai ah Pundaree ka	0141586 7, BKWPP1 880Q	Additional - Non-Executive Independent Director	30-06-2021	Upto the next AGM	2	1	-

ANNUAL REPORT 2020 - 2021

Table 02: Directorship, Shareholding and Meetings of the Board of Directors:

Name of the Director	Date Of Birth	Equity Shareholdin g (as on March 31, 2021)	No. of Directorship	No. of Directorship	No. of Board Meetings during FY 2020-21	No. of Board Meetings during FY 2020-21	Whether attended last AGM held on 30th September,2 020	Specific Core Skills, Expertise and Competencies
			Public	Priv ate	Held	Attended
Mr. Krishna Kumar Gupta	24-09-1970	40600 Shares	1	1	5	5	Yes	Finance, Corporate Governance, Management, Human Resource, Legal
Mrs. Poonam Gupta	18-11-1976	22329 Shares	-	-	5	5	Yes	Corporate Governance , Management, Human Resource
Mr. Shiva Hari Bist Prem Bist	01-02-1974	NIL	-	-	5	5	Yes	Corporate Governance, Finance, Management
Mr. Kolagunda Kumar Siddappa	22-05-1967	NIL	-	-	5	5	Yes	Corporate Governance , Finance, Sales and Marketing
Mr. Gauri Shankar Gupta	08-11-1942	221200 Shares	1	-	5	5	Yes	Corporate Governance, Legal
Mr.Sharanabasawe shwar Gangadharayya Hiremath	24-06-1973	NIL	1	-	-	-	NO	Management, Corporate Governance
Mr. Badarahalli Lakshmaiah Pundareeka	10-04-1964	NIL	1	1	-	-	NO	Management, Corporate Governance, Finance, Human Resource, Legal

PASARI SPINNING MILLS LIMITED

BOARD MEETINGS:

The Board meets once in a quarter and additionally as and when required. The calendar of the Board meetings is decided in consultation with the Board, and the schedule of meetings is communicated to all Directors in advance to enable them to plan their effective participation during the Board meetings. The items in the Agenda are backed by comprehensive background information to enable the Board to take appropriate decisions. In addition to the information required under Schedule II Part A of SEBI (LODR), the Board is also kept informed of major events/ items and approvals taken wherever necessary.

The Board met five times in FY 2020-21: 25[th] June, 2020, 07th August, 2020, 20[th] August, 2020, 30th October, 2020, 21[st] January, 2021.

REMUNERATION OF DIRECTORS:

CONFIRMATION AND CERTIFICATION

On an annual basis, the Company obtains from each Director, details of the Board and Board Committee positions he / she occupies in other Companies, and changes if any regarding their Directorships. The Company has obtained a certificate from Mr. Vinay B L, Practicing Company Secretary, under Regulation 34(3) and Schedule V Para C Clause (10) (i) of Listing Regulations confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Company by the SEBI and Ministry of Corporate Affairs or any such authority and the same forms part of this Report.

BOARD INDEPENDENCE

Our definition of ‘Independence’ of Directors is derived from Section 149(6) of the Act and Regulation 16 of Listing Regulations. The Independent Directors provide an annual confirmation that they meet the criteria of independence. Based on the confirmations/ disclosures received from the Directors and on evaluation of the relationships disclosed, supported by a certificate from Mr. Vinay B L Practicing Company Secretary, as per the requirement of Regulation 25(8) of the Listing Regulations, the Board confirms, that the Independent Directors fulfill the conditions as specified under Schedule V of the Listing Regulations and are independent of the management.

INDEPENDENT DIRECTORS FAMILIARISATION PROGRAMME:

The details of programme for familiarization of independent directors of the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at its link www.pasariexports.com

GOVERNANCE BY COMMITTEES OF THE BOARD OF DIRECTORS

The Company has the following Committees of the Board of Directors:

(I) Audit Committee

(II) Nomination and Remuneration Committee

(III) Stakeholders Relationship Committee

(IV) Corporate Social Responsibility Committee & Risk Management Committee- NA

ANNUAL REPORT 2020 - 2021

1. Audit committee:

The Company’s Board has constituted an Audit Committee pursuant to the provisions of 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Composition :

Mrs. Poonam Gupta, Member, Non-executive Director,
Mr. Shiva Hari Bist Prem Bist, Member, Independent Director (Cessation on 30-06-2021).
Mr. Kolagunda Kumar Siddappa, Chairperson, Independent Director, Chairperson. (Cessation on 30-06-2021).
Mr. Sharanabasaweshwar Gangadharayya Hiremath, Chairperson Additional, Non- executive Independent Director, Chairperson (Appointment on 30-06-2021)
Mr. Badarahalli Lakshmaiah Pundareeka, Member, Additional, Non- executive Independent Director (Appointment on 30-06-2021)
(a) Powers : Powers of the Audit Committee include:
- i. To investigate any activity within its responsibilities.
- ii. To have independent back office support and other resources from the company.
- iii. To have access to information contained in the records of the Company or from any employee.
- iv. To obtain legal or professional advice from external sources.
- v. To have the facility of separate discussions with both internal and external auditors as well as the management.
- vi. To secure attendance of outsiders with relevant expertise, if it considers necessary.

(b) Roles and Responsibilities:

i. Recommend the appointment, re-appointment and removal of external auditor and internal auditor, approve terms of engagement, including fixation of audit fee, and also approve the payment for any other services. The Committee shall review and monitor the external auditor’s independence and objectivity and the effectiveness of the audit process.
ii. Review the financial reporting process and the disclosure of financial information of the Company, as well as subsidiaries, to ensure that the financial statement is correct, sufficient and credible. Also, monitor the integrity of the financial statements of the Company.
iii. Review, with management, the quarterly and annual financial statements before submission to the Board, focusing primarily on:
Any changes in accounting policies and practices and reasons for the same.
Major accounting entries based on exercise of judgment by management.
Qualifications in draft audit report.
Significant adjustments arising out of audit.
The going concern assumption.
Compliance with accounting standards.
Compliance with Stock Exchange and legal requirements concerning financial statements.
Management Discussion and Analysis of financial conditions and results of operations.
Directors’ Responsibility Statement.

PASARI SPINNING MILLS LIMITED

iv. Review the adequacy of internal control systems and review internal audit reports, management letters relating to internal control weaknesses, if any.
v. Review the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
vi. Discussion, review and follow up on the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature, including management override of internal controls and financial irregularities involving management team members.
vii. Discussions with external auditors before the audit commences about the nature and scope of the audit, and have post-audit discussions to ascertain any areas of concern.
viii. Review the Company’s financial and risk management policies and systems. Assist executive management to identify the risk impacting the Company’s business and document the process of risk identification, risk minimization and risk optimization as a part of risk management policy.
ix. Look into the reasons for substantial defaults in the payment to depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors, and monitor utilization of funds raised through public and preferential issues.
x. Review the functioning of the Whistle Blower mechanism established in the Company.
xi. Monitor and approve all Related Party Transactions including any modification/amendment with promoters or the management, their subsidiaries or relatives, etc., that may have potential conflict with the interests of Company at large.
xii. Any other matter referred to the Audit committee by the Board of Directors of the Company
(c) Meetings: During the year Audit committee met 4 times on 25[th] June, 2020, 07[th] August, 2020, 30[th] October, 2020 and 21[st] January, 2021.

Attendance record in Audit Committee is as follows:

Sl. No	Members	Category	No of meetings attended
1	Mrs. Poonam Gupta	Member, Non-Executive Director	4
2	Mr. Shiva Hari Bist Prem Bist	Member & Independent Director	4
3	Mr. Kolagunda Kumar Siddappa	Chairperson & Independent Director	4

As required under Regulation 18 of (Listing Obligations and Disclosure Requirements) Regulations with the Stock Exchanges, all necessary information was placed before the Board from time to time. Other than transactions entered into in the normal course of business, the Company has not entered into any materially significant related party transactions during the year, which could have potential conflict of interest between the Company and its Promoters, Directors, Management and/or relatives.

ANNUAL REPORT 2020 - 2021

2. Nomination and Remuneration committee:

(a) Composition:

Mrs. Poonam Gupta, Member, Non-executive Director,
Mr. Shiva Hari Bist Prem Bist, Member, Independent Director (Cessation on 30-06-2021).
Mr. Kolagunda Kumar Siddappa, Chairperson, Independent Director, (Cessation on 30-06-2021).
Mr. Sharanabasaweshwar Gangadharayya Hiremath, Chairperson, Additional, Non- executive Independent Director (Appointment on 30-06-2021)
Mr. Badarahalli Lakshmaiah Pundareeka, Member, Additional, Non- executive Independent Director (Appointment on 30-06-2021)
(b) Powers/Roles : The terms of reference of the Nomination and Remuneration Committee include the following:
i. To decide on all matters relating to the Company’s stock option/share purchase schemes including the grant of options/shares to the Directors and employees of the Company and/or of its subsidiaries.
ii. To determine and make suitable recommendations to the Board in all matters relating to qualification, appointment, evaluation and remuneration of the Independent Directors of the Board, Executive Directors of the Company and its managerial personnel under 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
iii. To review performance and determine the remuneration payable to Executive Directors.
iv. Establishment and administration of employee compensation and benefit plans.
v. To decide and make suitable recommendations to the Board on any other matter that the Board may entrust the Committee with or as may be required by any statutes /regulations /guidelines / listing agreements, etc.

During the year, the Remuneration Committee met once on 25[th] June 2020. Composition, Category and attendance of the Remuneration Committee is as under:

Sl. No	Members	Category	No of Meetings Attended
1.	Mrs. Poonam Gupta	Member, Non-executive Director	1
2.	Mr. Shiva Hari Bist Prem Bist	Member, Independent Director	1
3.	Mr. Kolagunda Kumar Siddappa	Chairperson, Independent Director	1

PASARI SPINNING MILLS LIMITED

3. Stakeholders Relationship Committee:

a) Composition

Mrs. Poonam Gupta, Chairperson, Non-executive Director,
Mr. Shiva Hari Bist Prem Bist, Member, Independent Director (Cessation on 30-06-2021).
Mr. Kolagunda Kumar Siddappa, Member, Independent Director. (Cessation on 30-06-2021).
Mr. Sharanabasaweshwar Gangadharayya Hiremath, Member, Independent Director, (Appointment on 30-06-2021)
Mr. Badarahalli Lakshmaiah Pundareeka, Member, Independent Director (Appointment on 30-062021)

b) Powers/Roles:

Powers/Roles: The Committee shall consider and resolve the grievances of the security holders of the listed entity including complaints related to transfer of shares, non-receipt of annual report and non-receipt of declared dividends.

c) Meetings:

The Stakeholders Relationship Committee met once during the year on 20th August, 2020.

Attendance Record in Stakeholders Relationship Committee Meetings held during the year is as follows:

Sl.No	Members	Category	No of Meetings Attended
1.	Mrs. Poonam Gupta	Chairperson, Non- executive Director	1
2.	Mr. Shiva Hari Bist Prem Bist	Member, Independent Director	1
3.	Mr. Kolagunda Kumar Siddappa	Member, Independent Director	1

GOVERNANCE BY MANAGEMENT

Related Party Transactions:

During FY 2020-21, there were no materially significant Related Party Transactions entered into by the Company with the Directors or Management or their relatives that may have a potential conflict with the interest of the Company at large. The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto is disclosed in Form No. AOC -2 as per Annexure-3

ANNUAL REPORT 2020 - 2021

DISCLOSURE ON WEBSITE

Following information has been disseminated on the website of the Company at https://www.pasariexports.com:

1. Details of business of the Company;

2. Terms and conditions of appointment of Independent Directors;

3. Composition of various Committees of Board of Directors;

4. Code of Conduct for Board of Directors and Senior Management Personnel;

5. Details of establishment of vigil mechanism / Whistle Blower policy;

6. Grievance Redressal;

7. Policy on dealing with Related Party Transactions;

8. Policy for Determining Material Subsidiaries;

9. Details of Familiarisation Programmes imparted to Independent Directors;

10. Policy for Determination of Materiality of Events;

11. Policy for Sexual Harassment

12. Nomination & Remuneration Policy

13. Code of Business Conduct and Ethic

STATUTORY AUDITOR’S FEES:

The total fees paid by the Company to the Statutory Auditor and all its entities in the network firms/entities of the Statutory Auditor, for all the services provided to the Company is Rs. 50,000/-

SEXUAL HARASSMENT COMPLAINTS:

Particulars	No. of cases outstanding as on April 01, 2020	No. of cases added during the year	No. of cases resolved during theyear	No. of cases outstanding as on March 31, 2021
No. of Complaints	NIL	NIL	NIL	NIL

Report of Investor Complaints received and disposed of during year ended March 31, 2021:

Particulars	No. of cases outstanding as on April 01, 2020	No. of cases added during the year	No. of cases resolved during theyear	No. of cases outstanding as on March 31, 2021
No. of Investor issues	NIL	NIL	NIL	NIL
No. of legal cases	NIL	NIL	NIL	NIL

Details on General meetings:

Location, date and time of the General Meetings held in the last 3 years are as under:

A G M	Date	Time	Venue
29th	30/09/2020	11.00 AM	through Video Conference / Other Audio Visual Means
28th	30/09/2019	11.00 AM	Sri Krishna Mini hall, No 589, 15th Main, Maruthi Circle, Hanumantha nagar, Bangalore- 560050
27th	28/09/2018	11.00 AM

PASARI SPINNING MILLS LIMITED

Details of Special Resolutions passed in the previous three AGMs

A G M	Particulars of Special Resolutions passed thereat
29th	None of the Special Resolutions passed
28th	Appointment of Mr. Gauri Shankar Gupta as a Non-Executive Director.
27th	Appointment of Mr. Tarun Kumar Gupta as Managing Director

None of the businesses required to be transacted at the Thirtieth Annual General Meeting, is proposed to be passed by postal ballot.

Disclosures:

Disclosure on materially significant related party transactions i. e. transactions of the Company of material nature, with its promoters, or the Management, their subsidiaries or relatives, etc., that may have potential conflict with the interest of Company at large.

(Amount in Rs)

interest of Company at large.		(Amount in
Name of the party	Nature of transaction	Amount
Pasari Exports Limited	Borrowings	2,13,45,932
T K R Textiles Private Limited	Borrowings	6,17,936

No penalties or strictures have been imposed on the Company by the Stock Exchanges or SEBI or any statutory authority on any matter related to capital markets during the last three years.

Means of communication:

Quarterly/Annual Results:

The Quarterly and Annual Results of the Company are sent to the Stock Exchanges immediately after they are approved by the Board in accordance with the Statutory requirement. These results are also made available on the website of the Company at www.pasariexports.com.

During the year the Company has not made any presentations to analysts.

General Shareholder information:

 Annual General Meeting 20[th] September, 2021  Venue through Video Conference / Other Audio Visual Means.

Financial year:

1[st] April 2020 to 31[st] March 2021.

Date of book closure

14th September, 2021 to 20th September, 2021 (both days inclusive)

Listing:

The shares of the Company are listed on the following stock exchange Bombay stock exchange P J Towers, Dalal Street, Mumbai – 400 001

ANNUAL REPORT 2020 - 2021

*STOCK CODE:* *ISIN:* *(Equity)*				521080 INE 604F01010	521080 INE 604F01010

Month	High Price	Low Price	Month	High	Low
			Apr-20	33,887.25	27,500.79
Apr-20	0.84	0.74
			May-20	32,845.48	29,968.45
May-20	0.80	0.59
			Jun-20	35,706.55	32,348.10
Jun-20	0.72	0.57
			Jul-20	38,617.03	34,927.20
Jul-20	1.27	0.75
			Aug-20	40,010.17	36,911.23
Aug-20	2.08	1.05
			Sep-20	39,359.51	36,495.98
Sep-20	2.14	1.52
			Oct-20	41,048.05	38,410.20
Oct-20	2.32	1.46
			Nov-20	44,825.37	39,334.92
Nov-20	2.43	1.44
			Dec-20	47,896.97	44,118.10
Dec-20	2.17	1.30
			Jan-21	50,184.01	46,160.46
Jan-21	2.00	1.28
Feb-21	1.54	1.14	Feb-21	52,516.76	46,433.65
Mar-21	1.56	1.28	Mar-21	51,821.84	48,236.35

Registrars and Share transfer Agents:

Share transfer system:

Tower B, Plot No. 31 32, Selenium Building, Financial district, Nanakramguda, Serilingampally, Hyderabad, Rangareddi, Telangana, 500032. Tel: 040 67162222

All shares have been transferred and returned within 21 days from the date of lodgement, provided the necessary documents were in order.

Email Id: [email protected]

Distribution of shareholding as on 31.03.2021:

PASARI SPINNING MILLS LIMITED

Distribution of shareholding as on 31.03.2021: PASARI SPINNING MILLS LIMITED	Distribution of shareholding as on 31.03.2021: PASARI SPINNING MILLS LIMITED	Distribution of shareholding as on 31.03.2021: PASARI SPINNING MILLS LIMITED	Distribution of shareholding as on 31.03.2021: PASARI SPINNING MILLS LIMITED	Distribution of shareholding as on 31.03.2021: PASARI SPINNING MILLS LIMITED	Distribution of shareholding as on 31.03.2021: PASARI SPINNING MILLS LIMITED	Distribution of shareholding as on 31.03.2021: PASARI SPINNING MILLS LIMITED	Distribution of shareholding as on 31.03.2021: PASARI SPINNING MILLS LIMITED	Distribution of shareholding as on 31.03.2021: PASARI SPINNING MILLS LIMITED	Distribution of shareholding as on 31.03.2021: PASARI SPINNING MILLS LIMITED	Distribution of shareholding as on 31.03.2021: PASARI SPINNING MILLS LIMITED	Distribution of shareholding as on 31.03.2021: PASARI SPINNING MILLS LIMITED	Distribution of shareholding as on 31.03.2021: PASARI SPINNING MILLS LIMITED	Distribution of shareholding as on 31.03.2021: PASARI SPINNING MILLS LIMITED	Distribution of shareholding as on 31.03.2021: PASARI SPINNING MILLS LIMITED	Distribution of shareholding as on 31.03.2021: PASARI SPINNING MILLS LIMITED
Distribution Schedule as on 31 March 2021(Consolidated)
Category (Amount)	PhyCases	PhyCases %	PhyShares	PhyAmount	PhyAmount %	Ele Cases	Ele Cases %	Ele Shares	Ele Amoun	t Ele Amount %	Total Cases	Total Cases %	Total Shares	Total Amount	Total Amount %
20001- 30000	16	0.1935	44100	441000	0.3196	85	1.0282	219292	219292	0 1.5891	101	1.2217	263392	2633920	1.9086
5001- 10000	127	1.5362	106500	1065000	0.7717	388	4.6934	333905	333905	0 2.4196	515	6.2296	440405	4404050	3.1913
40001- 50000	3	0.0363	15000	150000	0.1087	36	0.4355	171709	171709	0 1.2443	39	0.4718	186709	1867090	1.353
50001- 100000	7	0.0847	69300	693000	0.5022	77	0.9314	568283	568283	0 4.118	84	1.0161	637583	6375830	4.6202
100001& Above	2	0.0242	1815800	18158000	13.158	103	1.2459	8653422	8653422	0 62.706	105	1.2701	10469222	104692220	75.8639
10001- 20000	43	0.5201	64400	644000	0.4667	204	2.4676	327730	327730	0 2.3749	247	2.9878	392130	3921300	2.8415
30001- 40000	3	0.0363	10900	109000	0.079	49	0.5927	174580	174580	0 1.2651	52	0.629	185480	1854800	1.3441
1-5000	4100	49.5948	701529	7015290	5.0835	3024	36.5792	523550	523550	0 3.7938	7124	86.1739	1225079	12250790	8.8774
Total	4301	52.0261	2827529	28275290	20.4894	3966	47.9739	10972471	10972471	0 79.5108	8267	100	13800000	138000000	100

Dematerialisation of shares & liquidity:

As of the end of 31[st] March 2021 shares comprising approximately 79.71 % of shares of the company’s Equity share capital have been dematerialized.

Shareholding pattern as at 31.03.2021

PASARI SPINNING MILLS LIMITED

Sl. No	Category of Shareholder	No of shareholder	Total No of Shares	Total shareholding as a percentage of total number of shares
(A)	SHAREHOLDING OF PROMOTER AND PROMOTER GROUP Individuals/HUF Bodies Corporate	3 1	3,01,500 70,80,342	2.18 51.21
(A)	Total Promoter's Holding	4	73,81,842	53.39
(B)	PUBLIC SHAREHOLDING
	I. INSTITUTIONS Financial Institutions/Banks	1	100	0.00
	II. NON INSTITUTIONS Individuals: Individuals Shareholders Holding Nominal shareholding up to Rs.2 lakhs Individuals holding nominal shareholding excess of Rs.2 lakhs Others	7,870 46 199	37,21,473 21,02,489 6,21,443	26.91 15.21 4.49
(B)	Total Public Shareholding	8116	64,45,505	46.61
	(A)+(B)	8120	13,80,0000	100

ANNUAL REPORT 2020 - 2021

Plant location:

Company’s factory was located at: #54 & 55,

KIADB Industrial Area, 1[st] Main, 3[rd ] Cross Nanjangud – 571301.

Address of Registered Office of the Company:

PASARI SPINNING MILLS LIMITED

18, (old No 16)

III Floor, Anjaneya Temple Road, Yediyur, 6[th] Block, Jayanagar, Bangalore – 560082

The above report was approved by the Board of Directors at their meeting held on 30[th] June, 2021.

for and on behalf of the board

Date: 30[th] June, 2021 Place: Bangalore

Krishna Kumar Gupta

Managing Director

DIN: 00003880

Address: A-21 Silver palm, Bldg 3, Basavanagar Main, Vibhuthipura Extn, Marathalli, Bangalore- 560067

PASARI SPINNING MILLS LIMITED

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To,

The Members, Pasari Spinning Mills Limited, No. 18, III Floor, Anjaneya Temple Road, Yediyur, Jayanagar 6[th] Block, Bangalore-560082

I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Pasari Spinning Mills Limited having CIN L85110KA1991PLC012537 and having registered office at No. 18, III Floor, Anjaneya Temple Road, Yediyur, Jayanagar 6[th] Block, Bangalore-560082 (hereinafter referred to as ‘the Company’), produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in as considered necessary and explanations furnished to me by the Company & its officers, I hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31st March, 2021 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.

Sr. No.	Name of Director	DIN	Date of appointment	Date of Cessation
1.	Krishna Kumar Gupta	00003880	23-04-2019	NA
2.	Poonam Gupta	08447607	09-05-2019	NA
3.	ShivaHari Bist Prem Bist	08305342	24-11-2018	NA
4.	Kolagunda Kumar Siddappa	08305351	24-11-2018	NA
5.	GauriShankarGupta	00003860	30-09-2019	NA

Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. My responsibility is to express an opinion on these based on our verification.

This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

This Certificate has been issued at the request of the Company to make disclosure in its Corporate Governance Report of the financial year ended 31st March, 2021.

Date: 30[th] June 2021 Vinay B L Place: Bangalore Company Secretary in Practice CP No. 10760 Membership No.F9159 UDIN:F009159C000545189

ANNUAL REPORT 2020 - 2021

Chief Executive Officer (CEO) & Chief Financial Officer (CFO) Certification

To,

The Board of Directors,

Pasari Spinning Mills Limited,

We, the undersigned, in our respective capacities as Managing Director and Chief Financial Officer of Pasari Spinning Mills Limited (“the Company”), to the best of our knowledge and belief certify that:

(a) We have reviewed the financial statements and the cash flow statement for the financial year ended 31st March, 2021 and to the best of our knowledge and belief, we state that:

(i) these statements do not contain any materially untrue statement or omit any material fact or contain any statements that might be misleading;

(ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with the existing accounting standards, applicable laws and regulations.

(b) We further state that to the best of our knowledge and belief, there are no transactions entered into by the Company during the year, which are fraudulent, illegal or violative of the Company’s Code of Conduct.

(c) We hereby declare that all the members of the Board of Directors and Management Committee have confirmed compliance with the Code of Conduct as adopted by the Company.

(d) We are responsible for establishing and maintaining internal controls and for evaluating the effectiveness of the same over the financial reporting of the Company and have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

(e) We have indicated, based on our most recent evaluation, wherever applicable, to the Auditors and Audit Committee:

(i) significant changes, if any, in the internal control over financial reporting during the year;

(ii) significant changes, if any, in the accounting policies made during the year and that the same has been disclosed in the notes to the financial statements; and

(iii) instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having significant role in the Company’s internal control system over financial reporting.

Date:30[th ] June, 2021 Place: Bangalore

Tarun Kumar Gupta

Chief Financial Officer Address: 28, Flat No 6, Panchavati Aprts, Wellington Street Cross, Richmond Town Bangalore 560025

Krishna Kumar Gupta

DIN: 00003880 Managing Director Address: A-21 Silver palm, Bldg 3, Basavanagar Main, Vibhuthipura Extn, Marathalli, Bangalore- 560067

PASARI SPINNING MILLS LIMITED

Certificate of Compliance with the Corporate Governance

Practicing Company Secretary Certificate on Compliance with the Corporate Governance Requirements under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To,

The Members,

Pasari Spinning Mills Limited,

No. 18, III Floor, Anjaneya Temple Road, Yediyur, Jayanagar 6[th] Block,

Bangalore-560082

I, Vinay B L, Company Secretary, have examined all the relevant records of Pasari Spinning Mills Limited for the purpose of certifying compliance of the conditions of the Corporate Governance under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the period from 1st April 2020 to 31st March 2021.

Further, I have obtained all the information and explanations which to the best of my knowledge and belief were necessary for the purposes of certification. The compliance of conditions of corporate governance is the responsibility of the Management. My examination was limited to the procedure and implementation process adopted by the Company for ensuring the compliance of the conditions of the corporate governance.

This certificate is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company. In my opinion and to the best of my information and according to the explanations and information furnished to me, I certify that the Company has complied with all the mandatory conditions of Corporate Governance as applicable under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 except the one which is indicated in Secretarial Audit Report (Regulation 17).

Date: 30[th] June 2021 Place: Bangalore

Vinay B L Company Secretary in Practice CP No. 10760 Membership No.F9159 UDIN: F009159C000545222

ANNUAL REPORT 2020 - 2021

Annexure-3 PARTICULARS OF CONTRACTS/ARRANGEMENTS MADE WITH THE RELATED PARTIES (AOC-2) (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

1. DETAILS OF CONTRACTS OR ARRANGEMENTS OR TRANSACTIONS NOT AT ARM'S LENGTH BASIS.

There were no contracts or arrangements or transactions entered during the year ended 31[st] March, 2021 which were not at arm's length basis.

2. DETAILS OF MATERIAL CONTRACTS OR ARRANGEMENT OR TRANSACTIONS AT ARM LENGTH BASIS.

There were no material contracts or arrangements or transactions entered into during the year ended March 31, 2021.

For the disclosure purpose the details of contracts or arrangement or transactions for the year ended 31st March, 2021 are

as follows:

Name(s) of the related party	Nature of relationship	Nature of contracts/arrang ements/transacti ons	(d) Duration of the contracts/a rrangement s/transacti ons	Salient terms of the contracts or arrangements or transactions including the value, if any	Date(s) of approval by the Board, if any:	Amount paid as advances, if any:
(a)	(b)	(c)	(d)	(e)	(f)	(g)
M/s Pasari Exports Limited	Common Directorship	Unsecured Loan (Expenses paid on behalf of Pasari Spinning Mills )	NA	Unsecured Loan (Expenses paid on behalf of Pasari Spinning Mills )	NA	2,13,45,932
Mr. G.S. Gupta	Director	Unsecured Loan	NA	Unsecured Loan	NA	7,43,163.00
Mrs. Kamala Devi Gupta	Relative of Director	Unsecured Loan	NA	Unsecured Loan	NA	5,79,345.00
Mr. T.K. Gupta	CFO	Unsecured Loan	NA	Unsecured Loan	NA	12,29,282.00
Mrs. Poonam Gupta	Director	Unsecured Loan	NA	Unsecured Loan	NA	6,40,423.00
Mrs. Sneha Gupta	Relative of Director	Unsecured Loan	NA	Unsecured Loan	NA	6,48,220.00
Mr. K.K Gupta	Director	Unsecured Loan	NA	Unsecured Loan	NA	5,19,004.00
TKR Textiles	Common Director	Unsecured Loan	NA	Unsecured Loan	NA	6,17,936.00

PASARI SPINNING MILLS LIMITED

Management discussion and Analysis

Industry structure and developments:

India’s textiles sector is one of the oldest industries in the Indian economy, dating back to several centuries. Textile Industry is providing one of the most basic needs of people and holds importance; maintaining sustained growth for improving quality of life.

The unprecedented COVID 19 health care crisis has caught the entire world off-guard. To say the least, it has devastated manufacturing operations, supply chains and has sent shocks to the global economy. Governments worldwide had imposed indefinite lockdowns, restrictions on movement, and thus any sort of economic activity. The national lockdown in India was one of the most severe and longest in duration. As the world tries to vaccinate itself out of this pandemic, the mutations and pathways of the disease evolution are very much unknown, and will continue to cast shadow of uncertainty on the outlook. It is extremely difficult to provide an industry outlook, given the context that this is a constantly evolving and still unfolding situation.

Opportunities and threats:

The promoters of your company are planning for entering into retail industries, currently the retail market is lucrative when compared with manufacturing industries and thereby have the hope of recovering from the present financial crisis.

Segment wise performance and Company outlook: Due to

Increase in cost of raw material.
No substantial increase in the selling price of finished product (Cotton Yarn)
Regular absenteeism of the workmen
Frequent interruption in the power supply
Increase in the cost of electricity
Higher Indirect Taxes, Power and Interest Rates

 Non favorable market conditions to the textile industry. Company was unable to run the factory, and the production was stopped from the end of July 2011, and the promoters, requested the Hon’ble Labour Department to grant the permission for closure of the factory. The Hon’ble labour department has granted the permission to close the factory located at Nanjangud vide its order No Ka.Ee 114 LMW 2007 dated 29[th] November 2011. PASARI SPINNING MILLS LIMITED was undertaking manufacture of Cotton Yarn at its Unit located at KIADB Industrial Area, Nanjangud, Mysore District with spindle capacity of 17,472.

Outlook:

ANNUAL REPORT 2020 - 2021

Risk and Concerns:

Risks:

General Economic conditions:

Presence in a highly competitive market and dependence on government & policy support and any slowdown in the global and/or Indian economy could adversely affect our business. Textile business in general is sensitive to fluctuations in the economy. Since Worldwide spread of Novel Corona Virus (Covid19) and elimination of Quota system will lead to fluctuations in Export demand and Continuous Quality Improvement is need of the hour as there are different demand patterns all over the world, could lead to a downturn in the Textile Industry.

Socio-political risks:

In addition to economic risks, the Company faces risks from the socio-political environment, internationally as well as within the country and is affected by events like political instability, extreme weather conditions, Unfavourable labour Laws and natural calamities etc.,

Concerns:

The Promoters of your Company, taken the permission for closure of the Factory from the Hon’ble labour department, Government of Karnataka, which stopped the further losses of the Company

Internal control systems and their adequacy:

Company has reviewed internal controls and its effectiveness through the internal audit process. Internal audits were undertaken for every operational unit and all major corporate functions under the direction of the Audit committee.

The focus of these reviews are as follows:

Identify weakness and areas of improvement
Safeguarding of tangible and intangible assets
Management of business and operational risks
Compliance with applicable statutes
Compliance with the Pasari “Code Of Conduct”

The Audit Committee of the Board oversees the adequacy of the internal control environment through regular reviews of the audit findings and monitoring implementations of internal audit recommendations through the compliance reports submitted to them.

Discussion on financial performance with respect

to operational performance:

The Company could not achieve the targeted results because of Closure of the factory.

Material developments in Human Resources / Industrial Relations front, including number of

people employed:

Your Company had not employed workers and staff including the factory and head office.

By order of the Board, for Pasari Spinning Mills Limited

Date: 30[th] June, 2021 Krishna Kumar Gupta Place: Bangalore Managing Director DIN: 00003880 Add: A-21 Silver palm, Bldg 3, Basavanagar Main, Vibhuthipura Extn, Marathalli, Bangalore560067

PASARI SPINNING MILLS LIMITED

INDEPENDENT AUDITORS’ REPORT

Emphasis of Matter

To,

The Members of Pasari Spinning Mills Limited Report on the Audit of the Financial Statements Opinion

We draw attention to Note 21 of the financial statements, which describes the status of pending litigations and its impact on the financial statements.

Our opinion is not modified in respect of this matter.

We have audited the accompanying financial statements of Pasari Spinning Mills Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2021, and the Statement of Profit and Loss and Statement of Changes in Equity and Cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (‘Act’) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2021, its profit and cash flows for the year ended on that date.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We don’t have any key audit matters to be addressed.

Information Other than the Financial Statements and Auditors’ Report Thereon

The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Board’s Report including Annexures to Board’s Report, Business Responsibility Report but does not include the financial statements and our auditor’s report thereon.

Basis for Opinion

We conducted our audit in accordance with the standards on auditing specified under section 143 (10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the code of ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the code of ethics.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

ANNUAL REPORT 2020 - 2021

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors are responsible for the matters stated in section 134 (5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the accounting standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Financial Statements, Management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

PASARI SPINNING MILLS LIMITED

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management.
Conclude on the appropriateness of Management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.

However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to

evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of

ANNUAL REPORT 2020 - 2021

the Companies Act, 2013, we give in the Annexure “A”, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
c) The balance sheet, the statement of profit and loss including other comprehensive income, statement of changes in equity and the cash flow statement dealt with by this report are in agreement with the books of account;
g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us;
a. The Company has disclosed the impact of pending litigations on its financial position in its financial statements in accordance with the generally accepted accounting practice.
b. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and
c. There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund

for Rao and Emmar

Chartered Accountants

d) In our opinion, the aforesaid financial statements comply with the Indian accounting standards specified under section 133 of the Act, read with rule

7 of the Companies (Accounts) Rules, 2014 ;

e) On the basis of the written representations received from the Directors as on March 31, 2021 taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2021 from being appointed as a director in terms of Section 164 (2) of the Act;

Firm Registration No. 003084S

Adarsh N A

Partner Membership No: 240166

Date: June 30[th] 2021 Place: Bengaluru UDIN: 21240166AAAAC04046

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting;

PASARI SPINNING MILLS LIMITED

Annexure “A” to the Independent Auditor’s Report

(Referred to in paragraph 1 under ‘Report on other legal and regulatory requirements’ section of our report to the members of Pasari Spinning Mills Limited of even date)

1. In respect of the Company’s fixed assets:

a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
b. The fixed assets of the Company were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.
c. According to the information and explanations given to us and on the basis of our examination of records of the Company, The title deeds of all immovable properties which are freehold, are held in the name of the company as at the balance sheet date.

2. The Company does not carry any inventory, hence paragraph 3(ii) of the order is not applicable.

3. In our opinion and according to the information and explanations given to us, the Company has not granted unsecured loans to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013. Therefore, paragraph 3 (iii) of the order is not applicable

4. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

5. In our opinion and according to the information and explanations given to us, the company has not accepted any deposits and accordingly paragraph 3 (v) of the order is not applicable.

6. The Central Government of India has not prescribed the maintenance of cost records under sub-section (1) of section 148 of the Act for any of the activities of the company and accordingly paragraph 3 (vi) of the order is not applicable.

7. In respect of statutory dues:

a. According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales- tax, service tax, goods and service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues have been generally regularly deposited during the year by the company with the appropriate authorities.
b. According to the information and explanations given to us and the records of the company examined by us, Sales Tax have not been deposited as on March 31, 2021 on account of dispute.

ANNUAL REPORT 2020 - 2021

Name of Statute	Nature of Dues	Amount in Rs.	For the Year
Central Sales Tax	CST	4,45,496 5,80,226 8,83,692	1999-00 2000-01 2001-02
Karnataka Entry Tax Act	KCAT	46,593 98,290 4,35,196 46,57,137 32,10,915	1999-00 2000-01 1999-00 2000-01 2001-02
KVAT and CST Act	Penalty	5,000 2,50,000 18,35,296	1999-00 2000-01 2001-02
KVAT and CST Act	Interest	3,11,968 33,37,878 19,18,381	1999-00 2000-01 2001-02
Total		1,80,16,068

However, there are no dispute amounts payable in respect of provident fund, employees’ state insurance, income-tax, service tax, goods and service tax, duty of customs, duty of excise, cess and other material statutory dues as at March 31, 2021.

8. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to banks. The Company does not have any loans or borrowings from financial institutions or government and has not issued any debentures.

9. The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the Order is not applicable.

10. To the best of our knowledge and according to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

11. According to the information and xplanations given to us, the Company has not paid any remuneration to its Directors during the year and accordingly paragraph 3 (xi) of the order is not applicable.

PASARI SPINNING MILLS LIMITED

12. The Company is not a Nidhi Company and accordingly, paragraph 3 (xii) of the order is not applicable to the Company.

13. According to the information and explanations given to us and based on our examination of the records of the company, transactions with the related parties are in compliance with section 177 and 188 of the Act. Where applicable, the details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

14. According to the information and explanations given to us and based on our examination of the records of the company, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3(xiv) of the order is not applicable.

15. According to the information and explanations given to us and based on our examination of the records of the company, the company has not entered into non-cash transactions with Directors or persons connected with them. Accordingly, paragraph 3(xv) of the order is not applicable.

16. According to the information and explanations given to us and based on our examination of the records of the company, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

for Rao and Emmar

Chartered Accountants

Firm Registration No. 003084S

Adarsh N A

Partner

Membership No. 240166

Date: June 30[th] 2021 Place: Bengaluru UDIN: 21240166AAAAC04046

ANNUAL REPORT 2020 - 2021

Annexure “B” to the Independent Auditor’s Report

(Referred to in paragraph 2 (f) under ‘Report on other legal and regulatory requirements’ section of our report to the Members of Pasari Spinning Mills Limited of even date)

Report on the Internal Financial Controls over Financial Reporting under clause (i) of sub – section 3 of section 143 of the Companies Act,

2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Pasari Spinning Mills Limited (“the Company”) as at March 31, 2021, in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Board of Directors of the Company is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, the 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, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the standards on auditing prescribed under Section 143 (10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those standards and the guidance note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting were established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement in the financial statements, whether due to fraud or error.

PASARI SPINNING MILLS LIMITED

We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial control system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of Management and Directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion and according to the information and explanations given to us, the Company has, in all material respects, an adequate internal financial control system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2021, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

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for Rao and Emmar

Chartered Accountants

Firm Registration No. 003084S

Adarsh N A

Partner

Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper Management of override of controls, material misstatements due to

Membership No. 240166

Date: June 30[th] 2021 Place: Bengaluru UDIN: 21240166AAAAC04046

ANNUAL REPORT 2020 - 2021

M/S. PASARI SPINNING MILLS LIMITED CIN: L85110KA1991PLC012537

Regd Office : NO 18 IIIRD FLOOR, ANJANEYA TEMPLE ROAD, YEDIYUR, JAYANAGAR 6TH BLOCK, BANGALORE - 560 082

BALANCE SHEET AS AT

PARTICULARS	PARTICULARS	Note No.	31st March, 2021	31st March, 2020
			Rs.	Rs.
A 1 2 B 1	ASSETS Non-Current Assets Property, Plant and Equipment Capital Work-in-Progress Investment Properties Goodwill Other Intangible Assets Intangible Assets Under Development Biological Assets other than Bearer Plant Financial Assets (i) Loans (ii) Other Financial Assets Deferred Tax Asset (Net) Other Non-Current Assets Total Non-Current Assets Current Assets Inventories Financial Assets (i) Investments (ii) Trade Receivables (iii) Cash and Cash Equivalents (iv) Loans (v) Other Financial Assets Other Current Assets Total Current Assets Total Assets (1+2) EQUITY AND LIABILITIES Equity Equity Share Capital Other Equity (i) Reserves and Surplus (ii) Other Reserves Total Equity	3 4 5(i) 5(ii) 6 7 8 5(iii) 5(iv) 5(v) 5(vi) 9 10	- - 5,744,074 - - - - - 7,558,000 12,629,839 -	- - 6,515,145 - - - - - 7,264,100 40,111,773 -
			25,931,913	53,891,018
			- 1,080,181 682,741 815,892 - 878,465 -	- 758,095 461,290 339,640 - 510,037 -
			3,457,279	2,069,062
			29,389,191	55,960,080
			138,000,000 - (146,404,270) -	138,000,000 - (121,360,979) -
			(8,404,270)	16,639,021

PASARI SPINNING MILLS LIMITED

2	Liabilities Non-Current Liabilities Financial Liabilities (i) Borrowings (ii) Trade payables Due To: Micro and Small Enterprise Other Than Micro and Small Enterprise (iii) Other Financial Liabilities Provisions Other Non-Current Liabilities Total Non-Current Liabilities Current Liabilities Financial Liabilities (i) Borrowings (ii) Trade payables Due To: Micro and Small Enterprise Other Than Micro and Small Enterprise (iii) Other financial liabilities Provisions Current Tax Liabilities Other Current Liabilities Total Current Liabilities Total Liabilities Total Equity and Liabilities (1+2) Significant Accounting Policies and Other Disclosures	11(i) 11(ii) 12 13 14 15 1-2, 21	33,354,500 - - - - -	35,965,695 - - - - -
			33,354,500	35,965,695
			2,166,405 - - 1,719,862 573,000 - (20,306)	1,378,674 - - 1,819,736 45,000 - 111,954
			4,438,961	3,355,364

			37,793,461	39,321,059

			29,389,191	55,960,080

The accompanying notes are an integral part of these financial statements. As per our report of even date

For Rao and Emmar Chartered Accountants Firm Registration No. 003084S

For PASARI SPINNING MILLS LIMITED

Adarsh N A

Partner Membership No. 240166

Krishna Kumar Gupta Managing Director DIN: 00003880

Tarun Kumar Gupta Chief Financial officer

Place: Bengaluru Date: 30th June 2021

Poonam Gupta Director DIN:08447607

Neelu Daslana Company Secretary

ANNUAL REPORT 2020 - 2021

M/S. PASARI SPINNING MILLS LIMITED CIN: L85110KA1991PLC012537

Regd Office : NO 18 IIIRD FLOOR, ANJANEYA TEMPLE ROAD, YEDIYUR, JAYANAGAR 6TH BLOCK, BANGALORE - 560 082 STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED

PARTICULARS	Note No.	31st MARCH, 2021	31st MARCH, 2020
		Rs.	Rs.
Expenses : Cost of Materials Consumed Manufacturing and Other Operating Expenses Changes in Inventories of Finished Goods & Work-in-Progress Employee Benefit Expenses Finance Costs Depreciation and Amortisation Expense Other Expenses Total Expenses Profit Before Exceptional Items and Tax From Continuing Operations Exceptional Items Profit Before Tax from Continuing Operations Income Tax expense : (i) Current Tax for the year (ii) Tax relating to earlier years MAT Credit Entitlement for the year Deferred Tax charge/ (credit) Profit from Continuing Operations Profit/(Loss) from Discontinuing Operations Profit for the Year Other Comprehensive Income (OCI) Items that will not be reclassified to profit or loss Other comprehensive Income for the year (Net of tax) Total comprehensive Income for the year Earning per equity share: (1) Basic (2) Diluted Significant Accounting Policies and Other Disclosures Continuing Operations Revenue from Operations Other Operating Income Other Income Total income	16 17 18 19 3 20 1-2, 21	- 5,888,542 604,934	- 6,322,632 522,210
		6,493,476	6,844,842
		- - - - 1,166,826 771,071 1,900,801	- - - - 1,414,704 777,381 1,955,019
		3,838,698	4,147,104

		2,654,778	2,697,738
		-	-
		2,654,778	2,697,738
		- - - 309,332	- - - (132,389)
		2,345,446	2,830,127
		-	-
		2,345,446	2,830,127
		-	-
		-	-
		2,345,446	2,830,127
		0.17 0.17	0.21 0.21

The accompanying notes are an integral part of these financial statements. As per our report of even date

For Rao and Emmar For PASARI SPINNING MILLS LIMITED Chartered Accountants Firm Registration No. 003084S

Adarsh N A Krishna Kumar Gupta Tarun Kumar Gupta Partner Managing Director Chief Financial officer Membership No. 240166 DIN: 00003880 Place: Bengaluru Poonam Gupta Neelu Daslana Date: 30th June 2021 Director Company Secretary DIN:08447607

PASARI SPINNING MILLS LIMITED

M/S. PASARI SPINNING MILLS LIMITED

CIN: L85110KA1991PLC012537

Regd Office : NO 18 IIIRD FLOOR, ANJANEYA TEMPLE ROAD, YEDIYUR, JAYANAGAR 6TH BLOCK, BANGALORE - 560 082

CASH FLOW STATEMENT FOR THE YEAR ENDED

PARTICULARS	31st MARCH, 2021	31st MARCH, 2020
	Rs.	Rs.
A. Cash flow from operating activities Profit before tax from continuing operations Profit before tax from discontinued operation Adjustments for : Depreciation and amortisation expense Bad debts written off Deposits written off Net (gain)/loss on financial assets measured at FVTPL Net (gain)/loss on sale of Shares Dividend received Interest received Finance cost Operating profit before working capital changes Changes in working capital: (Increase)/Decrease in inventories (Increase)/Decrease in trade receivables (Increase)/Decrease in other financial assets (Increase)/Decrease in other non-current assets Increase/(Decrease) in other current Asset Increase/(Decrease) short term borrowings Increase/(Decrease) other financial liabilities Increase/(Decrease) other non-current liabilities Increase/(Decrease) in other current liabilities Increase/(Decrease) in short term provisions Net Cash generated from operations Income taxes paid (net of refunds) Net cash from/ (used in) operating activities B. Cash flow from investing activities Purchase of investments Proceeds from sale of investments Dividend received Interest Received Net cash from/ (used in) investing activities C. Cash flow from financing activities Unsecured loan from related parties Repayment of Secured loans Interest paid Net cash from/ (used in) financing activities Net cash flows during the year (A+B+C) Cash and cash equivalents (Opening balance) Cash and cash equivalents (Closing balance)	2,654,778 - 771,071 - - (93,860) (211,542) (68,235) (4,721) 1,166,826	2,697,738 - 777,381 140,136 (90,000) 295,467 223,797 (126,338) - 1,414,704
	4,214,317 - (221,451) (510,035) - (368,428) 787,731 (99,874) - (132,260) 528,000	5,332,885 - (8,663) 1,535,423 (140,136) (510,037) (384,132) (1,578,095) - (47,937) (46,136)
	4,198,000 -	4,153,172 -
	4,198,000	4,153,172
	(2,378,346) 2,361,663 68,235 4,721	(3,150,315) 2,906,940 126,338 -
	56,273	(117,037)
	- (2,611,194) (1,166,826)	(1,329,861) (1,409,983) (1,414,704)
	(3,778,020)	(4,154,548)
	476,253	(118,413)
	339,640	458,052
	815,892	339,640

ANNUAL REPORT 2020 - 2021

Note:

Cash & Cash Equivalents represents Cash & Bank Balances and deposits with Banks as per Note 5 (v) 2. Above cash flow statement has been prepared under indirect method in accordance with the Indian Accounting (Ind AS) 7 on "Statement of Cash Flows".
The Figures in bracket represent the Cash Outflow and the figures having no bracket represents the Cash Inflow.
This is the Cash Flow Statement we have referred to, in our Report of even date

For Rao and Emmar Chartered Accountants Firm Registration No. 003084S

For PASARI SPINNING MILLS LIMITED

Adarsh N A Krishna Kumar Gupta Tarun Kumar Gupta Partner Managing Director Chief Financial officer Membership No. 240166 DIN: 00003880

Place: Bengaluru Date: 30th June 2021

Poonam Gupta Neelu Daslana Director Company Secretary DIN:08447607

PASARI SPINNING MILLS LIMITED

M/S. PASARI SPINNING MILLS LIMITED

CIN: L85110KA1991PLC012537

Regd Office: NO 18 IIIRD FLOOR, ANJANEYA TEMPLE ROAD, YEDIYUR, JAYANAGAR 6TH BLOCK, BANGALORE - 560082 Notes to the Financial Statements for the year ended March 31, 2021

Note 1: General Information

The Company was incorporated on 25th November 1991, vide CIN: L85110KA1991PLC012537, to carry on the business of Textile , Spinning, Weaving, Dying and Printing factories, conventional or modern using cotton, silk, wool, polyester fiber.

Note 2: Summary of Significant Accounting Policies

(i) Basis of preparation:
(a) Compliance with Ind AS

The financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act.

The financial statements up to year ended March 31, 2021 which were prepared in accordance with the accounting standards notified under Companies (Accounting Standards) Rules, 2006 (as amended) and other relevant provisions of the Act.

(b) Historical cost convention

The financial statement has been prepared on a historical cost basis, except for:

certain financial assets and liabilities (including derivative instruments) that are measured at fair value

(c) The assets and liabilities have been classified as current or non-current as per the Company's normal operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current and noncurrent classification of assets and liabilities.

(ii) Revenue recognition:

Revenue is measured at the fair value of the consideration received or receivable. The Company recognises revenue when the amount of revenue can be reliably measured, it is probable that the future economic benefits will flow to the entity and specific criteria have been met for each of the Company's activities as mentioned below:

(a) Sale of products is recognised when the significant risks and rewards of ownership in the goods are transferred to the buyer which is based on the agreed terms. Revenue is based on price agreed with the customers. Amounts disclosed as revenue are net of returns, trade discounts, cash discounts, sales incentives,

(b) Rental income arising from operating lease of investment properties is accounted on accrual basis based on contractual terms with the lessee and is disclosed under other operating revenue in statement of profit and loss.

(iii) Investments and other financial assets:

(a) Classification

The Company classifies its financial assets under the following measurement categories:

those to be measured subsequently at fair value through other comprehensive income (FVOCI) or fair value thro profit and loss (FVTPL), and
those measured at amortised cost.
The classification depends on the entity's business model for managing the financial assets and the contractual t of the cash flows.

For assets measured at fair value, gains and losses will either be recorded in statement of profit and loss or other comprehensive income. For investments in debt instruments, this will depend on the business model in which the investment is held. For investments in equity instruments, this will depend on whether the Company has made an irrevocable election at the time of initial recognition to account for the equity instrument at fair value through other comprehensive income.

The Company reclassifies debt investments when and only when its business model for managing those assets changes.

ANNUAL REPORT 2020 - 2021

(b) Initial recognition and measurement

All financial assets are recognised initially at its fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in statement of profit

(c) Subsequent measurement

Financial assets that are held for collection of contractual cash flows, where those cash flows represent solely payments of principal and interest, are measured at amortised cost.

Financial assets that are held for collection of contractual cash flows and for selling the financial assets, where the asset's cash flows represent solely payments of principal and interest, are measured at FVOCI. All equity investments are measured at fair value through other comprehensive income, except for investments in subsidiary/ associate which is measured at cost. Changes in the fair value of financial assets are recognised in statement of other comprehensive income. In those cases, there is no subsequent reclassification of fair value gains and losses to statement of profit and loss.

Financial assets that do not meet the criteria for amortised cost or FVOCI are measured at FVTPL. A gain or loss on such financial assets that are subsequently measured at FVTPL and is recognised and presented in the statement of profit and loss.

(d) Impairment of financial assets

Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value. The Company assesses the expected credit losses associated with its assets carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. The losses arising from impairment are recognised in the

For trade receivables only, the Company applies the simplified approach permitted by Ind AS 109 Financial Instruments, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

(e) Derecognition of financial assets

The Company derecognises a financial asset when the contractual right to the cash flows from the financial asset expire or it transfers substantially all risk and rewards of ownership of the financial asset. A gain or loss on such financial assets that are subsequently measured at amortised cost is recognised in statement of profit and loss when the asset is derecognised.

(f) Income recognition Interest income

Interest income from financial assets measured at amortised cost is recognised using the effective interest rate m and are disclosed in statement of profit and loss.

Dividends

Dividends from equity instruments are recognised as other income in statement of profit and loss only when the rig receive payment is established.

(iv) Property, plant and equipment:

Freehold land is carried at historical cost and other items of property, plant and equipment including capital spares are stated at cost of acquisition or construction less accumulated depreciation when, it is probable that future economic benefits associated with the item will flow to the Company and it can be used for more than one year and the cost can be measured reliably.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it meets the recognition criteria as mentioned above. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.

Gains and losses on disposal are determined by comparing proceeds with carrying amount.

Depreciation on property, plant and equipments is provided using the straight line method. As required under Schedule II to the Companies Act 2013, the Company periodically assesses the estimated useful life of its tangible assets based on the technical evaluation considering anticipated technological changes and actual

The estimated useful life is either equal to or lower than those prescribed under Part C of Schedule II to the Companies Act, 2013.

PASARI SPINNING MILLS LIMITED

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----- Start of picture text -----

||||
|---|---|---|
|The estimated useful life for various property, plant and equipments is given below:|
|Assets|Useful life (Yrs)|Depreciation Rate|
|Buildings|30|3.17%|
|Furniture and Fixtures|10|9.50%|
|Vehicles|8|11.88%|
|Office equipment|5|19.00%|
|Computer|3|31.67%|

----- End of picture text -----

Low value assets not exceeding INR 5,000/- per unit are depreciated at 100%

(v) Investment properties:

Property that is held for rental income and that is not occupied by the Company, is classified as investment property. Investment properties are measured initially at cost, including related transaction cost. It is carried at cost less accumulated depreciation. Subsequent expenditure is capitalised to the asset's carrying amount only when it is probable that future economic benefits associated with the expenditure will flow to the Company and the cost can be measured reliably. All other repairs and maintenance costs are expensed when incurred.

Land is carried at historical cost, however, buildings are depreciated using the written down value method over their estimated useful lives as mentioned in 2(iv) above.

(vi) Inventories:

Raw Materials, Consumable stores and spares are valued at lower of cost or market value after providing for obsolescence and depletion in value wherever applicable.

(vii) Retirement benefits:

(a) Contributions to PF/EPF are accounted on accrual basis.
(b) Gratuity and leave encashment are accounted on cash basis.

(viii) Foreign currency transactions:

Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of the transaction. Foreign currency monetary Assets and Liabilities are translated at year end exchange rates. The exchange difference arising on settlement of transactions and translation of monetary items are recognized as income or expense in the year in which they arise, except in case of the liabilities for the acquisition of fixed assets, where such exchange difference is adjusted in the carrying cost of fixed assets. This is not applicable to the Company.

(ix) Leases:

As a lessee

Leases in which the Company has substantial portion of the risks and rewards of ownership are classified as finance leases. Assets acquired under finance leases are capitalised at the lower of the fair value of the leased assets at the inception of the lease term and the present value of minimum lease payments. Lease payments are apportioned between the finance charge and the reduction of the outstanding liability. The finance charge is allocated to periods during the lease term at a constant periodic rate of interest on the remaining balance of the

Cost of leasehold land (other than those which will be converted to freehold after a certain period upon satisfying prescribed conditions) is amortised over the lease term.

Leases in which the Company doesn't have substantial portion of the risks and rewards of ownership are classified as operating leases. Payment made under operating leases are charged to statement of profit and loss on a straight line basis.

As a lessor

Leases are classified as finance leases when substantially all of the risks and rewards of ownership transfer from the Company to the lessee. Amounts due from lessees under finance leases are recorded as receivables at the Company's net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return of the net investment outstanding in respect of the leases.

Lease income from operating leases, where the Company is a lessor, is recognised as income on a straight line basis. The respective leased assets are disclosed as investment properties.

ANNUAL REPORT 2020 - 2021

(x) Taxes on income:

Tax on income for the current period is determined on the basis of taxable income and tax credits computed in accordance with the provisions of the Income Tax Act 1961.

Deferred tax expense or benefit is recognized on timing differences being the difference between taxable incomes and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax asset in respect of unabsorbed depreciation and carry forward of losses are recognized only to the extent that there is virtual certainty that sufficient taxable income will be available to realize these assets. All other deferred tax assets are recognized only to the extent that there is reasonable certainty that sufficient future taxable income will be available to realize these assets.

(xi) Impairment of assets:

At each balance sheet date, the Company assesses whether there is any indication that an asset may be impaired. If any such indication exists, the Company estimates the recoverable amount. If the carrying amount of the asset exceeds its estimated recoverable amount, an impairment loss is recognised in the Statement of Profit and Loss to the extent the carrying amount exceeds recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use. For the purpose of assessing impairment, assets are grouped at the lowest level of which that are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or group of assets (cash-generating units). Non-financial assets that suffered an impairment are reviewed for possible reversal of the impairment at the end of each

(xii) Trade and other payables:

These amounts represent liabilities for goods and services provided to the Company prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid as per payment terms. They are recognised initially at their fair value and subsequently measured at amortised cost.

(xiii) Borrowings:

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost using effective interest method.

(xiv) Provisions and Contingent Liabilities:

Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, for which it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate of the amount can be made.

Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be

(xv) Cash and cash equivalents:

Cash and cash equivalents includes cash and cheques on hand, current accounts and fixed deposit accounts with banks with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

(xvi) Earning per share (basic and diluted):

Earning per share is calculated by dividing the profit attributable to owners of the company by the weighted average number of equity shares outstanding during the financial year.

PASARI SPINNING MILLS LIMITED

Net Block	As at 31st Mar 2020	- - - -	-	6,310
	As at 31st Mar 2021	- - - -	-	-
Accumulated Depreciation	As at 31st Mar 2021	341,521 1,963,894 275,631 474,082	3,055,128	3,055,128
	Disposals	- - - -	-	-
	Depreciation for the year	- - - -	-	6,310
	As at 1st Apr 2020	341,521 1,963,894 275,631 474,082	3,055,128	3,048,818
Gross Block	As at 31st Mar 2021	341,521 1,963,894 275,631 474,082	3,055,128	3,055,128
	Disposals	- - - -	-	-
	Additions	- - - -	-	-
	As at 1st Apr 2020	341,521 1,963,894 275,631 474,082	3,055,128	3,055,128
	Depreciation Rate	9.50% 11.88% 19.00% 31.67%
	Fixed Assets	TANGIBLE ASSETS Furniture and Fixtures Vehicles Office equipment Computer Total Previous Year's Total

ANNUAL REPORT 2020 - 2021

M/S. PASARI SPINNING MILLS LIMITED

CIN: L85110KA1991PLC012537

Regd Office: NO 18 IIIRD FLOOR, ANJANEYA TEMPLE ROAD, YEDIYUR, JAYANAGAR 6TH BLOCK, BANGALORE - 560082 Notes to the Financial Statements for the year ended March 31, 2021

Note 4 : Investment properties

Note 4 : Investmentproperties
Particulars	As at March 31, 2021	As at March 31, 2020
Gross carrying amount Opening gross carrying amount/ Deemed cost(April 1, 2016) Transfer from property, plant and equipment's Additions Closing gross carrying amount Accumulated depreciation Opening accumulated depreciation Transfer from property, plant and equipment's Depreciation charge Closing accumulated depreciation Closing Capital work-in-progress	26,881,472 - -	26,881,472 - -
	26,881,472	26,881,472
	20,366,327 - 771,071	19,595,256 - 771,071
	21,137,398	20,366,327
	-	-
	5,744,074	6,515,145

(i) Amounts recognised in statement of profit and loss for investment properties
Particulars	For the year ended March 31, 2021	For the year ended March 31, 2020
Rental income Direct operating expenses from property that generated rental income Profit from investment properties before depreciation Depreciation charge Profit from investment properties	5,888,542 744,500	6,322,632 -
	5,144,042	6,322,632
	771,071	771,071
	5,915,113	7,093,703
(ii) Fair value of investment properties:
Particulars	As at March 31, 2021	As at March 31, 2020
Building [refer note (a)] Land [refer note (a)]	123,814,944 47,573,150	130,331,520 50,077,000
	171,388,094	180,408,520

As per Ind As 40, Investment Properties, the Company has estimated the fair value of land at Rs. 12,38,14,944 and (a) Building at Rs.4,75,73,150

Details of Land:

Plot No. 54, 55 of Nanjangud Industrial Area, situated in Sy. Nos. 120, 133, 149 and 150 of Kallahally Village, Kasaba Hobli, Nanjangud Taluk, Mysore District

Note 5 : Financial assets

Note 5 : Financial assets
(i) Loans
Particulars	As at March 31, 2021	As at March 31, 2020
	-	-
	-	-

(ii) Other financial assets

(ii) Other financial assets
Particulars	As at March 31, 2021	As at March 31, 2020
Income Tax Refund Receivable Sales Tax 05-06 to 09-10 MAT Credit Entitlement Indira Vikas Patra Water Deposit Excise Duty - Deposit Sales Tax Deposit Others Advances [refer other disclosures note number 21 (i)]	923,379 167,371 750 25,000 50,000 1,500 6,390,000	413,344 167,371 216,135 750 25,000 50,000 1,500 6,390,000
	7,558,000	7,264,100

PASARI SPINNING MILLS LIMITED

(iii) Current investments (valued atFVTPL)
Particulars	As at March 31, 2021	As at March 31, 2020
Quoted investment in equity instruments Quoted investment in mutual funds	1,080,181 -	758,095 -
	1,080,181	758,095

(iv)Trade receivables

(Unsecured, considered good)

Particulars	As at March 31, 2021	As at March 31, 2020
Trade receivables - Related parties - Others Less: Allowance for doubtful debts	- 682,741 -	- 461,290 -
	682,741	461,290

(v) Cash and cash equivalents

(v) Cash and cash equivalents
Particulars	As at March 31, 2021	As at March 31, 2020
Balances with banks - in current accounts - deposit accounts Cash on hand	710,086 - 105,806	335,760 - 3,880
	815,892	339,640
(vi) Other Financial Assets
Particulars	As at March 31, 2021	As at March 31, 2020
TDS Receivable Fixed Deposits	373,744 504,721	510,037 -
	878,465	510,037

Note 6 : Deferred Tax Asset
Particulars	As at March 31, 2021	As at March 31, 2020
On account of Depreciation between books and Income tax written down value (WDV) of depreciable Property, Plant and equipment	12,629,839	40,111,773
	12,629,839	40,111,773
Movement in Deferred Tax Asset
Particulars	As at March 31, 2021	As at March 31, 2020
Excess Balance written off (Charged)/ Credited to statement of profit and loss (DTA) Opening Balance	40,111,773 (309,332) (27,172,602)	39,979,384 132,389
	12,629,839	40,111,773

(i) The Company has recognised Deferred Tax as it has estimated that there is a reasonable certainty that sufficient future taxable income will be available to realise these assets.Company has reassessed the deferred tax and has writen off excess amounting to Rs.2,71,72,602 through statement of changes in equity.

Note 7 : Other Non-Current Assets

Note 7 : Other Non-Current Assets
(Unsecured considered good)
Particulars	As at March 31, 2021	As at March 31, 2020
	-	-
	-	-

Note 8 : Inventories (at lower of cost and net realisable value)
Particulars	As at March 31, 2021	As at March 31, 2020
Stores and spares	-	-
	-	-

ANNUAL REPORT 2020 - 2021

Note 9 : Equity share capital Authorised equity share capital
Particulars	No of shares	Amount
As at April 1, 2020 Increase/ (decrease) during the year As at March 31, 2021	14,000,000 -	140,000,000 -
	14,000,000	140,000,000
(i) Movements in equity share capital (issued, subscribed and fully paid up)
Particulars	No of shares	Amount
As at April 1, 2020 Increase/ (decrease) during the year As at March 31, 2021	13,800,000 -	138,000,000 -
	13,800,000	138,000,000
The Company has only one class of equity shares having a par value of Rs. 10 per share. Each Shareholder is eligible for one vote per share. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion of their shareholding. (ii) Equity sharesheld by the Group Company No of shares Amount No of shares Amount 7,080,342 70,803,420 7,080,342 70,803,420 (iii) Details of Equity shares held by shareholders holding more than 5% of the aggregate equity shares in the Company: No of shares Shareholding (%) No of shares Shareholding (%) 7,080,342 51.31% 7,080,342 51.31% (iv) There are no shares reserved for issue under options and contracts/ commitments. Further, there are no shares that have been allotted during last 5 years pursuant to a contract without payment being received in cash or by way of bonus shares. Note 11 : Borrowings (i) Non-current borrowings Pasari Exports Ltd. As at March 31, 2021 Name of Shareholder Name of Shareholder As at March 31, 2021 As at March 31, 2020 As at March 31, 2020 Pasari Exports Ltd.
	As at March 31, 2021	As at March 31, 2020
Secured Loans Term loan from Canara Bank [Refer note (a)] Unsecured Loans Loan from related parties [Refer note 21 (v) in notes to financial statements]	7,031,195 26,323,305	9,642,391 26,323,304
	33,354,500	35,965,695
a. The Company has availed a project term loan of Rs. 2,00,00,000 from Canara Bank which is repayable in 243 monthly instalments carrying floating interest rate, which is at present 11.40% p.a. This loan has been secured by way of mortgage on Land situated in Sy. Nos. 120, 133, 149 and 150 of Kallahally Village, Nanjangud Industrial Area, Kasaba Hobli, Nanjangud Taluk, Mysore District. First and exclusive charge on the receivable of the projects under project documents entered with tenants/lessee by the borrower, all insurance proceeds both present and future. On the mortgage and charge/assignment by way of security of all rights, title, interest, claims, benefits, demands under the project documents both present and future. On the Escrow account and the DSR account and all monies credited/ deposited therein and all investments in respect thereof and personal guarantee of all the Directors.

Note 9 : Equity share capital Authorised equity share capital
Particulars	No of shares	Amount
As at April 1, 2020 Increase/ (decrease) during the year As at March 31, 2021	14,000,000 -	140,000,000 -
	14,000,000	140,000,000
(i) Movements in equity share capital (issued, subscribed and fully paid up)
Particulars	No of shares	Amount
As at April 1, 2020 Increase/ (decrease) during the year As at March 31, 2021	13,800,000 -	138,000,000 -
	13,800,000	138,000,000
The Company has only one class of equity shares having a par value of Rs. 10 per share. Each Shareholder is eligible for one vote per share. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion of their shareholding. (ii) Equity sharesheld by the Group Company No of shares Amount No of shares Amount 7,080,342 70,803,420 7,080,342 70,803,420 (iii) Details of Equity shares held by shareholders holding more than 5% of the aggregate equity shares in the Company: No of shares Shareholding (%) No of shares Shareholding (%) 7,080,342 51.31% 7,080,342 51.31% (iv) There are no shares reserved for issue under options and contracts/ commitments. Further, there are no shares that have been allotted during last 5 years pursuant to a contract without payment being received in cash or by way of bonus shares. Note 11 : Borrowings (i) Non-current borrowings Pasari Exports Ltd. As at March 31, 2021 Name of Shareholder Name of Shareholder As at March 31, 2021 As at March 31, 2020 As at March 31, 2020 Pasari Exports Ltd.
	As at March 31, 2021	As at March 31, 2020
Secured Loans Term loan from Canara Bank [Refer note (a)] Unsecured Loans Loan from related parties [Refer note 21 (v) in notes to financial statements]	7,031,195 26,323,305	9,642,391 26,323,304
	33,354,500	35,965,695
a. The Company has availed a project term loan of Rs. 2,00,00,000 from Canara Bank which is repayable in 243 monthly instalments carrying floating interest rate, which is at present 11.40% p.a. This loan has been secured by way of mortgage on Land situated in Sy. Nos. 120, 133, 149 and 150 of Kallahally Village, Nanjangud Industrial Area, Kasaba Hobli, Nanjangud Taluk, Mysore District. First and exclusive charge on the receivable of the projects under project documents entered with tenants/lessee by the borrower, all insurance proceeds both present and future. On the mortgage and charge/assignment by way of security of all rights, title, interest, claims, benefits, demands under the project documents both present and future. On the Escrow account and the DSR account and all monies credited/ deposited therein and all investments in respect thereof and personal guarantee of all the Directors.

Note 9 : Equity share capital Authorised equity share capital
Particulars	No of shares	Amount
As at April 1, 2020 Increase/ (decrease) during the year As at March 31, 2021	14,000,000 -	140,000,000 -
	14,000,000	140,000,000
(i) Movements in equity share capital (issued, subscribed and fully paid up)
Particulars	No of shares	Amount
As at April 1, 2020 Increase/ (decrease) during the year As at March 31, 2021	13,800,000 -	138,000,000 -
	13,800,000	138,000,000
The Company has only one class of equity shares having a par value of Rs. 10 per share. Each Shareholder is eligible for one vote per share. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion of their shareholding. (ii) Equity sharesheld by the Group Company No of shares Amount No of shares Amount 7,080,342 70,803,420 7,080,342 70,803,420 (iii) Details of Equity shares held by shareholders holding more than 5% of the aggregate equity shares in the Company: No of shares Shareholding (%) No of shares Shareholding (%) 7,080,342 51.31% 7,080,342 51.31% (iv) There are no shares reserved for issue under options and contracts/ commitments. Further, there are no shares that have been allotted during last 5 years pursuant to a contract without payment being received in cash or by way of bonus shares. Note 11 : Borrowings (i) Non-current borrowings Pasari Exports Ltd. As at March 31, 2021 Name of Shareholder Name of Shareholder As at March 31, 2021 As at March 31, 2020 As at March 31, 2020 Pasari Exports Ltd.
	As at March 31, 2021	As at March 31, 2020
Secured Loans Term loan from Canara Bank [Refer note (a)] Unsecured Loans Loan from related parties [Refer note 21 (v) in notes to financial statements]	7,031,195 26,323,305	9,642,391 26,323,304
	33,354,500	35,965,695
a. The Company has availed a project term loan of Rs. 2,00,00,000 from Canara Bank which is repayable in 243 monthly instalments carrying floating interest rate, which is at present 11.40% p.a. This loan has been secured by way of mortgage on Land situated in Sy. Nos. 120, 133, 149 and 150 of Kallahally Village, Nanjangud Industrial Area, Kasaba Hobli, Nanjangud Taluk, Mysore District. First and exclusive charge on the receivable of the projects under project documents entered with tenants/lessee by the borrower, all insurance proceeds both present and future. On the mortgage and charge/assignment by way of security of all rights, title, interest, claims, benefits, demands under the project documents both present and future. On the Escrow account and the DSR account and all monies credited/ deposited therein and all investments in respect thereof and personal guarantee of all the Directors.

Note 9 : Equity share capital Authorised equity share capital
Particulars	No of shares	Amount
As at April 1, 2020 Increase/ (decrease) during the year As at March 31, 2021	14,000,000 -	140,000,000 -
	14,000,000	140,000,000
(i) Movements in equity share capital (issued, subscribed and fully paid up)
Particulars	No of shares	Amount
As at April 1, 2020 Increase/ (decrease) during the year As at March 31, 2021	13,800,000 -	138,000,000 -
	13,800,000	138,000,000
The Company has only one class of equity shares having a par value of Rs. 10 per share. Each Shareholder is eligible for one vote per share. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion of their shareholding. (ii) Equity sharesheld by the Group Company No of shares Amount No of shares Amount 7,080,342 70,803,420 7,080,342 70,803,420 (iii) Details of Equity shares held by shareholders holding more than 5% of the aggregate equity shares in the Company: No of shares Shareholding (%) No of shares Shareholding (%) 7,080,342 51.31% 7,080,342 51.31% (iv) There are no shares reserved for issue under options and contracts/ commitments. Further, there are no shares that have been allotted during last 5 years pursuant to a contract without payment being received in cash or by way of bonus shares. Note 11 : Borrowings (i) Non-current borrowings Pasari Exports Ltd. As at March 31, 2021 Name of Shareholder Name of Shareholder As at March 31, 2021 As at March 31, 2020 As at March 31, 2020 Pasari Exports Ltd.
	As at March 31, 2021	As at March 31, 2020
Secured Loans Term loan from Canara Bank [Refer note (a)] Unsecured Loans Loan from related parties [Refer note 21 (v) in notes to financial statements]	7,031,195 26,323,305	9,642,391 26,323,304
	33,354,500	35,965,695
a. The Company has availed a project term loan of Rs. 2,00,00,000 from Canara Bank which is repayable in 243 monthly instalments carrying floating interest rate, which is at present 11.40% p.a. This loan has been secured by way of mortgage on Land situated in Sy. Nos. 120, 133, 149 and 150 of Kallahally Village, Nanjangud Industrial Area, Kasaba Hobli, Nanjangud Taluk, Mysore District. First and exclusive charge on the receivable of the projects under project documents entered with tenants/lessee by the borrower, all insurance proceeds both present and future. On the mortgage and charge/assignment by way of security of all rights, title, interest, claims, benefits, demands under the project documents both present and future. On the Escrow account and the DSR account and all monies credited/ deposited therein and all investments in respect thereof and personal guarantee of all the Directors.

PASARI SPINNING MILLS LIMITED

M/S. PASARI SPINNING MILLS LIMITED CIN: L85110KA1991PLC012537

Regd Office: NO 18 IIIRD FLOOR, ANJANEYA TEMPLE ROAD, YEDIYUR, JAYANAGAR 6TH BLOCK, BANGALORE - 560 082

STATEMENT OF CHANGES IN EQUITY For the period ended 31.03.2021

								13,800,000 Amount 13,800,000 -	13,800,000 Amount 13,800,000 -	13,800,000 Amount 13,800,000 -	13,800,000 Amount 13,800,000 -	13,800,000 Amount 13,800,000 -	13,800,000 Amount 13,800,000 -	13,800,000 Amount 13,800,000 -	13,800,000 Amount 13,800,000 -


B. Other Equity- Note 10

	Share Application Money pending Allotment	Equity Component of Compound Financial Instrument	Reserves & Surplus				Debt Instrume through O Comprehe Incom	nts ther nsive e	Equity Instruments through Other Comprehensive Income	Effective portion of Cash flow hedges	Revaluation Surplus	Exchange differences on translating the Financial Statement of a Foreign	Other Items of other Comprehen sive Income (Specify Nature)	Money Received against Share Warrants	Total
			Capital Reserve	Securities Premium Reserve	Other Reserves (Specify Nature)	Retained Earnings
Balance as at 01.04.2019	-	-	-	-	-	(124,191,105)		-	-	-	-	-	-	-	(124,191,105)
Changes in accounting policy or prior period errors	-	-	-	-	-	-		-	-	-	-	-	-	-	-
Restated balance at the beginning of the reporting period	-	-	-	-	-	-		-	-	-	-	-	-	-	-
Total Comprehensi ve Income for theyear	-	-	-	-	-	-		-	-	-	-	-	-	-	-
Dividends	-	-	-	-	-	-		-	-	-	-	-	-	-	-
Profit / (Loss) for theyear	-	-	-	-	-	2,830,127		-	-	-	-	-	-	-	2,830,127
Any other changes (To be specified)	-	-	-	-	-	-		-	-	-	-	-	-	-	-
Balance as at 31.03.2020	-	-	-	-	-	(121,360,979)		-	-	-	-	-	-	-	(121,360,979)

B. Other Equity- Note 10 (Continued….)

	Share Application Money pending Allotment	Equity Component of Compound Financial Instrument	Reserves & Surplus				Debt Instrume through O Comprehe Incom	nts ther nsive e	Equity Instruments through Other Comprehensive Income	Effective portion of Cash flow hedges	Revaluation Surplus	Exchange differences on translating the Financial Statement of a Foreign Operation	Other Items of other Comprehen sive Income (Specify Nature)	Money Received against Share Warrants	Total
			Capital Reserve	Securities Premium Reserve	Other Reserves (Specify Nature)	Retained Earnings
	-	-	-	-	-	(121,360,979)		-	-	-	-	-	-	-	(121,360,979)
Changes in accounting policy or prior period errors	-	-	-	-	-	-		-	-	-	-	-	-	-	-
Restated balance at the beginning of the reporting period	-	-	-	-	-	-		-	-	-	-	-	-	-	-
Total Comprehensi ve Income for theyear	-	-	-	-	-	-		-	-	-	-	-	-	-	-
Dividends	-	-	-	-	-	-		-	-	-	-	-	-	-	-
Profit / (Loss) for theyear	-	-	-	-	-	2,345,446		-	-	-	-	-	-	-	2,345,446
Any other changes (To be specified)	-	-	-	-	-	-		-	-	-	-	-	-	-	-
Reversal of MAT Credit						(216,135.0)									(216,135)
Reversal of Deferred Tax						(27,172,602.1)									(27,172,602)
Balance as at 31.03.2021	-	-	-	-	-	(146,404,270)		-	-	-	-	-	-	-	(146,404,270)

ANNUAL REPORT 2020 - 2021

M/S. PASARI SPINNING MILLS LIMITED CIN: L85110KA1991PLC012537

Regd Office: NO 18 IIIRD FLOOR, ANJANEYA TEMPLE ROAD, YEDIYUR, JAYANAGAR 6TH BLOCK, BANGALORE - 560 082 Notes to the Financial Statements for the year ended March 31, 2021

Note 16 : Other Operating Income

Note 16 : Other Operating Income
Particulars	For the year ended March 31, 2021	For the year ended March 31, 2020
Less: Discount Allowed Rental income	6,337,680 449,138	6,322,632
	5,888,542	6,322,632

Note 17 : Other Income

Note 17 : Other Income
Particulars	For the year ended March 31, 2021	For the year ended March 31, 2020
Profit on sale of shares Speculation Income Interest on Income Tax Refund Deposits Written Off Gain on financial assets measured at FVTPL Dividend income Interest on fixed deposit Miscellaneous Income	68,235 111,838 4,721 - 390,566 29,574 - -	126,338 8,424 - 2,599 173,494 33,875 87,479 90,000

	604,934	522,210

Note 18 : Cost of materials consumed

Note 18 : Cost of materials consumed
Particulars	For the year ended March 31, 2021	For the year ended March 31, 2020
Less: Closing Stock of raw materials and Stores Add : Purchases of Materials, stores & consumables (Returns) Opening Stock of raw materials & Stores	- -	- -
	-	-
	-	-
	-	-

Note 19 : Finance Cost

Note 19 : Finance Cost
Particulars	For the year ended March 31, 2021	For the year ended March 31, 2020
Interest on term loan	1,166,826	1,414,704
	1,166,826	1,414,704

PASARI SPINNING MILLS LIMITED

Note 20 :Other expenses	Note 20 :Other expenses	Note 20 :Other expenses	Note 20 :Other expenses
Particulars				For the year ended March 31, 2021	For the year ended March 31, 2020
Brokerage on Sales Garden Maintenance Interest on delayed payment Loss on Sale of Shares Office Maintainance Speculation Loss Vehicle insurance Vehicle Maintainance Rates and taxes, excluding, taxes on income Share transfer agent expenses Remuneration to Auditor [refer note (a)] Travelling expenses Printing & stationery Professional & other consultancy charges Bank Charges Advertisement Bad debts written off Listing fee Meeting expenses Loss on financial assets measured at FVTPL Courier, postage & telegram Security Charges General expenses				9,520 - 27,860 2,781 2,300 156,000 5,670 60,500 900 390,000 194,298 78,389 14,300 30,000 17,978 28,000 159,005 542,710 41,000 50,000 66,000 9,370 14,220	9,280 140,136 20,983 - 16,853 78,000 3,000 81,000 - 318,600 411,810 - 19,355 40,009 303,891 40,280 - 267,403 54,213 50,000 77,000 9,370 13,835
				1,900,801	1,955,019
a.	Remuneration to Auditors includes	2020-21 2019-20 50,000 50,000 50,000 50,000
	Particulars Statutory Audit	2020-21	2019-20
		50,000	50,000
		50,000	50,000

Note 21 : Other Disclosure

(i) The Company had purchased cotton from Cotton Corporation of India and paid in advance for the same but Cotton Corporation supplied poor quality of material due to which the Company had raised a demand Rs. 180 per candy for the price difference which was litigated by Cotton Corporation and the matter is in High Court. The Loans and Advance to Cotton Corporation of Rs. 63,90,000/- is in dispute pertaining to earlier years. No provision has been made for the same in the current year.
(ii) The Company's Registrar and Transfer Agent for all maters related to share transfers, dematerialization, dividends etc. is Kfin technologies Private Limited.
(iii) Rent Agreement with M Jeyakumar has been expired on September 20, 2017. As per the mutual consent of both the parties it has been agreed to increase the rent by 5 percent every year.Due to Covid-19 rent is not increased during the year.
(iv) Loan from related party pertains to unsecured interest free loan from Pasari Exports Limited, the Parent Company, T.K.R Textiles Ltd, the Associate Company and from Directors and their relatives. Company has not executed agreement for the unsecured loan obtained.

ANNUAL REPORT 2020 - 2021

(v) Disclosure for Related Party Transactions List of Related Parties

List of Related Parties
Name of the Related Party	Nature of Relationship
Gauri Shankar Gupta Tarun Kumar Gupta Krishna Kumar Gupta Poonam Gupta Sneha Gupta Kamaladevi Gupta T.K.R Textiles Pvt Ltd Pasari Exports Ltd	Chief Financial Officer Non Executive Director Managing Director Parent Company Associate Company Relative of Director Non Independent Director Relative of Director

Balance Payable/Receivable from above Related Parties as on Balance Sheet date:	Balance Payable/Receivable from above Related Parties as on Balance Sheet date:	Balance Payable/Receivable from above Related Parties as on Balance Sheet date:	Balance Payable/Receivable from above Related Parties as on Balance Sheet date:
Name of Related Party	Payable/Receivable	2020-21	2019-20
Loan From Mr.GS Gupta Loan From Mrs.Kamaladevi Gupta Loan From Mr.TK Gupta Loan From Mr. K K Gupta Loan From Mrs. Poonam Gupta Loan From Mrs. Sneha Gupta Loans from T.K.R.Textile Pvt Ltd Loan from Pasari Exports Ltd	Payable Payable Payable Payable Payable Payable Payable Payable	743,163 579,345 1,229,282 519,004 640,423 648,220 617,936 21,345,932	743,163 579,345 1,229,282 519,004 640,422 648,220 617,935 21,345,932
		26,323,305	26,323,304

Payable to Related Parties as at 31st March 2021:

1 2 3 4 5 6	Pasari Exports Limited	Pasari Exports Limited
	Opening Balance as on April 1, 2020	21,345,932
	Less: AmountReceived Add: Amount Paid	- -
	Closing balance as on March 31, 2021	21,345,932
	Gauri Shankar Gupta
	Opening Balance as on April 1, 2020	743,163
	Add: Amount Paid Less: AmountReceived	- -
	Closing balance as on March31,2021	743,163
	KamaladeviGupta
	OpeningBalance as on April 1,2020	579,345
	Add: Amount Paid Less: Amount Received	- -
	Closing balance as on March 31, 2021	579,345
	Tarun Kumar Gupta
	Opening Balance as on April 1, 2020	1,229,282
	Add: Amount Paid Less: Amount Received	12,000 12,000
	Closing balance as on March 31, 2021	1,229,282
	Krishna Kumar Gupta
	Opening Balance as on April 1, 2020	519,004
	Add: Amount Paid Less: Amount Received	- -
	Closing balance as on March31,2021	519,004
	Poonam Gupta
	OpeningBalance as on April 1,2020	640,422
	Add: Amount Paid Less: Amount Received	- -
	Closing balance as on March 31, 2021	640,422

PASARI SPINNING MILLS LIMITED

Sneha Gupta 648,220 - - 648,220 TKR Textile Private Limited 617,935 - - 617,935 Contingent Liabilities and Commitments: Less: Amount Received Closingbalance as on March 31,2021 Add: Amount Paid Less: Amount Received Closingbalance as on March 31,2021 OpeningBalance as on April 1,2020 Add: Amount Paid OpeningBalance as on April 1,2020	Sneha Gupta 648,220 - - 648,220 TKR Textile Private Limited 617,935 - - 617,935 Contingent Liabilities and Commitments: Less: Amount Received Closingbalance as on March 31,2021 Add: Amount Paid Less: Amount Received Closingbalance as on March 31,2021 OpeningBalance as on April 1,2020 Add: Amount Paid OpeningBalance as on April 1,2020	Sneha Gupta 648,220 - - 648,220 TKR Textile Private Limited 617,935 - - 617,935 Contingent Liabilities and Commitments: Less: Amount Received Closingbalance as on March 31,2021 Add: Amount Paid Less: Amount Received Closingbalance as on March 31,2021 OpeningBalance as on April 1,2020 Add: Amount Paid OpeningBalance as on April 1,2020	Sneha Gupta 648,220 - - 648,220 TKR Textile Private Limited 617,935 - - 617,935 Contingent Liabilities and Commitments: Less: Amount Received Closingbalance as on March 31,2021 Add: Amount Paid Less: Amount Received Closingbalance as on March 31,2021 OpeningBalance as on April 1,2020 Add: Amount Paid OpeningBalance as on April 1,2020
OpeningBalance as on April 1,2020	617,935
Less: Amount Received Add: Amount Paid	- -
Closingbalance as on March 31,2021	617,935
Contingent Liabilities and Commitments:
Contingent Liabilities		2020-21	2019-20
Claims against Company not acknowledged as Debt Guarantees Other money for which the Company is contingently liable		18,016,068 - -	18,016,068 - -
		18,016,068	18,016,068

The Commercial Tax Authorities have raised a demand including interest and penalty thereon for an amount of Rs.1,80,16,068 payable in five instalments once in six months each as per the payment schedule prescribed in the order. The Company has not paid any of the said instalments as demanded and went in appeal with Honorable BIFR for settling of same. The matter is pertaining to earlier years which is pending for more than 10 years. No provisions has been made in the books of accounts in this regard. Details are as below:

Name of Statute	Nature of Dues	Amount in Rs.	For the Year
Central Sales Tax	CST	445,496	1999-00
		580,226	2000-01
		883,692	2001-02
Karnataka Entry Tax Act	KCAT	46,593	1999-00
		98,290	2000-01
		435,196	1999-00
		4,657,137	2000-01
		3,210,915	2001-02
KVAT and CST Act	Penalty	5,000	1999-00
		250,000	2000-01
		1,835,296	2001-02
KVAT and CST Act	Interest	311,968	1999-00
		3,337,878	2000-01
		1,918,381	2001-02
Total		18,016,068

Commitments		2020-21	2019-20
Other Commitments Estimated amount of Contracts remaining to be executed on Capital Account and not provided for		- -	- -

(vii) Company has opted to pay tax at the rates defined U/s 115BAA. As per the said section company will not be able to claim Minimum Alternative Tax (MAT) credits for the taxes paid under MAT. Hence an amount of Rs.2,16,135 has been written of in the books of accounts.

(viii) TDS receivable for the year FY 2020-21 is subject to reconciliation and confirmation

(ix) The Previous year figures have been reworked, regrouped, rearranged /reclassified wherever necessary to correspond with current year classification/disclosure.

As per our report of even date

For Rao and Emmar Chartered Accountants Firm Registration No. 003084S

For PASARI SPINNING MILLS LIMITED

Adarsh N A Partner Membership No. 240166

Place: Bengaluru Date: 30th June 2021

Krishna Kumar Gupta Tarun Kumar Gupta Managing Director Chief Financial officer DIN: 00003880 Poonam Gupta Neelu Daslana Director Company Secretary DIN:08447607

ANNUAL REPORT 2020 - 2021

NOTES

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Pasari Spinning Mills Ltd. — Annual Report 2021

63736_rns_2021-08-31_bc69b54e-b147-4e5c-8c3d-60452be3a5b3.pdf

ANNUAL REPORT 2020 – 2021

THIRTIETHANNUAL REPORT OF

PASARI SPINNING MILLS LIMITED CIN: L85110KA1991PLC012537

2020-21

Board of Directors

Rao & Emmar

AUDIT COMMITTEE

NOMINATION &REMUNERATION

REGISTERED OFFICE:

18, (Old # 16) III Floor, Anjaneya Temple Street,Yediyur, Jayanagar 6th Block,Bangalore – 560082.

FACTORY PREMISES:

54 & 55, KIADB Indl Area, 1[st] Main III Cross, Nanjangud – 571301.

NOTICE

ORDINARY BUSINESS:

SPECIAL BUSINESS:

REGULARISATION OF APPOINTMENT OF MR. SHARANABASAWESHWAR GANGADHARAYYA HIREMATH AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY

REGULARISATION OF APPOINTMENT OF MR. BADARAHALLI LAKSHMAIAH PUNDAREEKA AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY

APPOINTMENT OF MR. KOLAGUNDA KUMAR SIDDAPPA (DIN: 08305351) AS A NON-EXECUTIVE, NON-INDEPENDENT DIRECTOR OF THE COMPANY

PASARI SPINNING MILLS LIMITED

Notes

PASARI SPINNING MILLS LIMITED

PROCEDURE FOR JOINING THE AGM THROUGH VC / OAVM:

PASARI SPINNING MILLS LIMITED

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

Login method for Individual shareholders holding securities in demat mode is given below:

PASARI SPINNING MILLS LIMITED

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

PASARI SPINNING MILLS LIMITED

PROCEDURE FOR INSPECTION OF DOCUMENTS:

PASARI SPINNING MILLS LIMITED

Item no 5. Appointment of Mr. Kolagunda Kumar - Siddappa (DIN: 08305351) as a Non Executive, Non Independent Director of the Company

BOARD’S REPORT

The Members,

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:

Global health pandemic from COVID-19

2. PERFORMANCE OF THE COMPANY:

3. THE WEB ADDRESS, IF ANY, WHERE ANNUAL RETURN HAS BEEN PLACED

PASARI SPINNING MILLS LIMITED

4. BIFR STATUS:

5. DIVIDEND:

7. RESERVES:

8. STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK:

9. CREDIT RATING: NOT APPLICABLE

10. CHANGE IN NATURE OF BUSINESS, IF ANY:

12. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

14. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

15. DEPOSITS:

16. PARTICULARS OF EMPLOYEES:

17. AUDITORS:

Statutory Auditors:

18. EXTRACT OF ANNUAL RETURN:

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

FOREIGN EXCHANGE:

Secretarial Auditor:

20. CORPORATE SOCIAL RESPONSIBILITY (CSR):

PASARI SPINNING MILLS LIMITED

21. DIRECTORS:

A) Changes in Directors and Key Managerial Personnel:

Key Managerial Personnel:

B) Declaration by Independent Director(s) and reappointment, if any

Programme For Familiarisation of Independent Directors:

22. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

23. COST RECORD

24. CONSOLIDATED FINANCIAL STATEMENTS

25. SEBI (LODR) COMPLIANCE

C) Formal Annual Evaluation

26. COMPLIANCE WITH SECRETARIAL STANDARD

27. LISTING WITH STOCK EXCHANGES:

28. CORPORATE GOVERNANCE

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

29. POLICIES OF THE COMPANY:

Vigil Mechanism/Whistle Blower Policy for directors and employees:

32. MANAGERIAL REMUNERATION:

Research and Development:

Internal Control System and Their Adequacy:

Pasari Spinning Mills Ltd. Annual Report 2021