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Parasrampuria Synthetics Ltd.

BSE: 514017 Sector: Industrials
NSE: PARSSYNTH ISIN Code: N.A.
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Parasrampuria Synthetics Ltd. (PARSSYNTH) - Director Report

Company director report

Dear Members

Your Directors present the 32nd Annual Report together with the Audited Accounts of theCompany for the year ended 31st March 2015.

Financial summary or highlights/Performance of the Company

(Rs. in Lacs)

Current Year Previous Year
Ended 31.03.2015 Ended 31.03.2014
Sales(Net of Excise Duty) 4435.64 4526.32
Profit/(Loss) before interest and depreciation (86.22) 122.78
Interest & Finance charges 5.78 3.03
Profit/(Loss) before Depreciation (92.00) 119.75
Depreciation 190.78 159.12
Profit/(Loss) Before tax and Exceptional item (282.78) (39.37)
Exceptional Items (413.77) 0.00
Provision for Tax/Deferred Tax 22.25 5.39
Profit/(Loss) After tax (674.30) (33.98)
Loss brought forward (165579.66) (165545.68)
Balance Carried forward (166253.96) (165579.66)

Dividend

On account of heavy losses your Directors are not in a position to recommend dividendfor the year.

Reserves

During the year the company has incurred loss of Rs 674.30 lacs as against the loss ofRs.33.98 Lacs for the previous year.

Brief description of the Company's working during the vear/State of Company's affairDuring the year under review the Pithampur unit was operational and being runs on job workbasis due to non availability of working capital funds. The total turnover/job-workreceipts of this unit are Rs. 4435.64 lacs which includes Rs. 590.15 lacs on account ofown sale and Rs.3845.49 lacs on account of Job work income as against the total turnoverof Rs. 4526.32 lacs (own sale Rs. 525.86 lacs and job-work receipt Rs. 4000.46 lacs) forprevious year. During the year the unit has incurred loss Rs 182.24 lacs as against theprofit of Rs.82.71 Lacs for the previous year. The operations of the unit during the yearremained partly disrupted due to shortage of labour and closer of unit for 14 days in themonth of march due to strike by the labour which has resulted into low capacityutilisation.

The Bhiwadi unit of the company is closed since May 2004 and remained close during theperiod under review. The Terry Towel unit of the company at Khushkhera was taken over byARCIL through an act of SARFASEI u/s 13(4) in the year 2008 and has been dispose off bythem and the final sale certificate was issued by them in Oct 2012. The fact of sale ofKhushkhera Plant came to the knowledge to the company during the proceeding before Hon'bleDebt Recovery Tribunal (DRT) in month of January 2013. In view of such sale certificatein financial year 2012-13 the Company has removed the assets of Khushkhera unit as well asthe corresponding liabilities thereof.

Change in the nature of business if any.

There has been no change in the nature of business of the company.

Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report

There has been no material change and commitments during the financial year and at theend of financial year.

Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company’s operations in future.

The Company is a sick industrial unit and in compliance with the Sick IndustrialCompanies (Special Provision) Act 1985 have got its reference registered with the Hon'bleBIFR.

The Company had been declared a sick Company by the Hon'ble BIFR under the provision ofSick Industrial Companies (Special Provision) Act 1985 vide it's letter dated 07/11/2006.ARCIL filed a Miscellaneous Application (MA) No. 675 requesting the Hon'ble BIFR to abatethe company's reference in view of the fact the secured creditors have taken actionagainst the company under SARFAESI Act. The Hon'ble BIFR in its hearing held on 06December 2010 abated the reference of the company under the third proviso of Section 15(1) of SICA. The Company thereafter approached Hon'ble AAIFR against the order of Hon'bleBIFR and also filed a fresh reference based on audited balance sheet for the year endedMarch 2010 with Hon'ble BIFR on 20th December 2010 which was registered as Case no12/2011 and this reference was rejected by Hon'ble BIFR on 26.09.2012 on the ground thatthe balance sheet of the Company is not modified appropriately. The Company as per thedirections of the AAIFR modified its balance sheet for the year 2012-13 and filed a freshreference and the same was registered as Case no. 67/2013 and proceeding are on beforeBIFR in the matter.

The loan liabilities pertaining to ICICI and PNB were assigned to one of the NBFC byARCIL to whom the Company had approached and had given an advance for settlement of thedues and the deal is yet to be concluded.

Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.

The Company has adequate internal control systems in commensuration with its size andnature of business. The Management has overall responsibility for the Company's internalcontrol system to safeguard the assets and to ensure reliability of financial records.

The Board of Directors has its Audit Committee which reviews all financial statementsand ensures adequacy of internal control system.

Details of Subsidiarv/JointVentures/Associate Companies

Not applicable in our case as the company does not have any subsidiary Joint Venturesor Associates companies.

Performance and financial position of each of the subsidiaries associates and jointventure companies included in the consolidated financial statement.

Not applicable in our case as the company does not have any subsidiary Joint Venturesor Associates companies.

Deposits

The Company had not accepted any deposits during the financial year ending March 312015. During the year under review no amount is outstanding on account of Fixed Deposits.

Statutory Auditors

In terms of amendment made by SEBI in clause 41 of the Listing Agreement vide itscircular no. CIR/ CFD/ DIU 1/2010; every listed company is required to appoint an auditorwho had subjected himself to the peer review process of Institute of Chartered Accountantsof India (ICAI) and holds a valid certificate issued by the Peer Review Board of the ICAI.

M/s Jain Raj Associates Chartered Accountants the retiring statutory auditor of theCompany offer themselves for reappointment. The Company has received certificate fromthem that they hold peer review certificate from Peer Review Board of the Institute ofChartered Accountants of India & their appointment if made at the forthcoming AnnualGeneral Meeting would be within the ceiling limits prescribed under section 134 andsection 141 of the Companies Act 2013 and they are not disqualified to act as Auditors ofthe Company for next two financial years i.e. 2015-2016 and 2016-17.

Auditors' Report

Point-wise explanations to the observations on the Basis of Qualified Opinion are asfollows:

1. Since the company is a Sick Company and having accumulated losses no provision ofleave encashment has been made. The provision for gratuity had been made on the basis ofLife Insurance Corporation (LIC) gratuity policy taken by the Company in the past whichhad been lapsed.The Company is discharging the current liability in respect of leaveencashment and gratuity on the basis of as and when such liabilities arise whereasprovisions against past liabilities are sufficiently provided. Thus there has beennon-compliance of Accounting Standard AS-15 to that extent.

2. Regarding non-provisions of interest liabilities as per point no 2 to 6 of thereport of in respect of prelease charges interest and premium on redemption ofdebentures interest on inter corporate deposit and other loans non-provision of intereston loans and working capital facilities from various Financial Institutions and Banksincluding liabilities for abandoned project custom duty demurrage and insurance chargesrelating to imported machinery lying at port it is explained hereby that since theCompany is a sick industrial unit duly registered with Hon'ble BIFR under SICA (SpecialProvisions) 1985 and in view of any likely relief which may be allowed while arriving atsettlement with Secured lenders of the Company these liabilities could not be adequatelyprovided. Therefore the Management has decided not to provide further liabilities in theBooks of Accounts as mentioned above.

3. As regards to non-provision of impairment losses for the assets lying at Customwarehouse the loss due to accidental fire reported by CWC wherein the damage isunascertained and relevant assets are under the charge of Court Receiver the matter beingsub-judice the management does not have adequate means to assess the same As regards tonon-provision of impairment losses for the assets of Bhiwadi Unit it is explained thatthe production at the unit is suspended therefore the future cash flow and net realizablevalue have not been assessed. Therefore there has been non-compliance of AccountingStandard AS- 28 to that extent.

4. Regarding depreciation being charged as a continuous process plant technicalopinion was sought by Company and it has provided depreciation accordingly.

5. Regarding part recovery of dues from debtors the properties were acquired by theCompany based on the valuation report of the Government approved valuer at that time.

6. Regarding unascertained losses relating to abandoned project the management isunable to estimate such losses as the same is not possible being the assets lying in thecustom bonded warehouse partly damaged by fire.

7. Regarding going concern assumption the management of the view that Company'sreference is pending before Hon'ble BIFR and in expectancy of reliefs and concessions inform of waiver of interest and other liabilities being restructured the financialposition of the Company will improve and it will be able to match its future cash flowswith that of the liabilities.

8. Preference Shares could not be redeemed on the due dates in view of continuedfinancial crisis

9. Regarding non renewal of insurance policies it is stated that on account of severefinancial crisis policies could not be renewed. However the fact was communicated to thefinancial institutions in the past.

10. The ARCIL in possession of Khushkhera Unit of the company have sold the assets ofthe company and in terms of the final sales certificate the assets of the units andcorresponding liabilities thereof have been removed from the books of accounts of thecompany during FY 2012-13 refer note no. 20.21(a) of the balance sheet.

11. On account of defaults and financial crises it is difficult to convince any othersuitable person to join the Board of the Company. Therefore the Management has no optionbut to reappoint the retiring Directors.

Share Capital

a) Issue of equity shares with differential rights

During the year under review the Company has not issued any equity shares withdifferential rights.

b) Issue of sweat equity shares

The Company has not issued any sweat equity till date.

c) Issue of employee stock options

The Company has not issued employee stock options as provided in rule 12 (9) ofCompanies (Share Capital and Debentures) Rules 2014.

d) Provision of money by company for purchase of Its own shares bv employees or bytrustees for the benefit of employees

No such provision of money has been made by the company as provided in rule 16 (4) ofCompanies (Share Capital and Debentures) Rules 2014

Extract of the annual return

The extract of the annual return is attached as Annexure-A to this report

Conservation of energy technology absorption and foreign exchange earnings and outoo

Information required to be disclosed under section 134(3)(m) of the Companies Act 2013read with Rule 8 of the Companies (Accounts) Rules 2014 is given hereunder;

A) Conservation of energy:

Pi (Pithampur Indore):

The Unit is following the recommendations of a renowned consultant and has been ableto improve the power factor and motor efficiency. The unit has replaced all theconventional lamps chokes and other electrical equipments by power saving devices likeenergy efficient capacitors CFL electronic chokes etc. Total energy consumption andenergy consumption per unit of production are given hereunder:

A POWER AND FUEL CONSUMPTION PITHAMPUR UNIT
1. Electricity
a. Purchase
Units (Lacs-KWH) 295.96
Total Amount (Rs. in Lacs) 1677.41
Rate/Unit(Rs.) 5.67
b. Own Generation through DG Sets
2. Coal -
3. Furnace Oil -
4. Others/lnternal Generation -
5. Consumption per unit of production Electricity 19.06
Cotton/Blended Yam (Rs./Kg.)

(B) Technology absorption:

The company has not undertaken any research and development activities and noexpenditure have been incurred.

(C) Foreign exchange earnings and Outgo:

The total foreign exchange earned during the Current Year (including deemed export) wasRs. Nil lacs as against the previous year of Rs.Nil lacs and outgo of Foreign exchangeduring the Current year was Rs 6.45 lacs as against Rs. 1.66 lacs in the previous year.

Corporate Social Responsibility (CSR)

The provisions relating to CSR under section 135 are not applicable to the Company.

Directors:

(A) Changes in Directors and Kev Managerial Personnel

Shree Omprakash Parasrampuria aged about 76 yearsdirector of the company has resignedfrom the directorship of the company w.e.f 31.03.15. The Board of Directors of the companyhas accepted his resignation and acknowledged the contribution made by him during histenure as director of the company and wished him a healthy and happy life ahead. ShriRatanlal Parasrampuria aged about 77 years director of company has resigned from thedirectorship of the company w.e.f.14.03.15. The Board of Directors of the company hasaccepted his resignation and applauded for the achievements made during his tenure by thecompany and wished him happy and healthy life ahead.

Shri Mahesh Dadheech (DIN3174253) Director of the company retires by rotation andbeing eligible offers himself for reappointment.

Shri Satendra Singh Rawat (DIN 6401366) Director of the company retires by rotationand being eligible offers himself for reappointment.

Further in terms of section 149 read with section 152 of the Companies Act 2013 anindependent Director is now not required to retire by rotation and may be appointed onthe Board of the Company for maximum two terms of up to five years each. Accordingly itis proposed to appoint the existing independent director Mr.S.K. Anand for an initialterm of five years effective from 31st March 2015. Mr. SK Anand has confirmed hisindependence in terms of the requirements of Companies Act 2013. The company has receivednotice as per the provisions of section 160 of the Companies Act 2013 and also receiveda declaration form Mr. SK Anand that he meets the criteria of independence as provided insub-section (6) of Section 149 of the Companies Act 2013.

Further in terms of section 149 read with section 152 of the Companies Act 2013 anIndependent Director is required to be appointed on the Board of the Company for maximumtwo terms of up to live years each. Accordingly it is proposed to appoint IndependentWomen Director Neha Rawat for an initial term of five years effective from 14th August2015. Ms. Neha Rawat has confirmed her independence in terms of the requirements ofCompanies Act 2013. Since Ms Neha Rawat was appointed as additional Director during theyear company has received notice as per the provisions of section 160 of the CompaniesAct 2013 and also received a declaration form Ms. Neha Rawat that she meets the criteria. of independence as provided in sub-section (6) of Section 149 of the Companies Act 2013

(B) Formal Annual Evaluation

The Board of Director of the Company has decided that evaluation of the performance ofthe Board as a whole Board Committees and Directors shall be carried out on an annualbasis. During the year the first Evaluation cycle was completed by the Company internallywhich included the Evaluation of the Board as a whole Board Committees and Directors. Theexercise was led by the Non Executive Director along with a Senior Independent Director ofthe Company. The Evaluation process focused on various aspects of the Board and Committeesfunctioning such as composition of the Board and Committees experience and competenciesperformance of specific duties and obligations governance issues etc. Separate exercisewas carried out to evaluate the performance of individual Directors on parameters such asattendance contribution and independent judgement. The results of the Evaluation wereshared with the individual directors and Chairman of respective Committees. Based on theoutcome of the Evaluation the Board and Committees have agreed on the action plan toimprove on the identified parameters.

Number of meetings of the Board of Directors

During the year Four Board Meetings and Four Audit Committee Meetings were convened andheld. The details of these are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.

Details of establishment of vigil mechanism for directors and employees

The Company has established a Whistle Blower Policy for Directors and employees toreport their genuine concern. The details of the same is explained in the CorporateGovernance Report.

Nomination and Remuneration Committee

The Remuneration Committee of the Board comprises of following members:

1. Shri Alok Parasrampuria Managing Director
2. Shri Sushil Anand Independent Director

Particulars of loans guarantees or investments under section 186

There are no loans given guarantees issued or investments made to which provisions ofSection 186 are applicable to the Company.

Particulars of contracts or arrangements with related parties:

The company has not entered into any contract or arrangement with related parties.

Managerial Remuneration:

The Company has not paid managerial remuneration to any director except sitting fee atthe rate of Rs. 2000/- for attending each meeting of Board of Directors and any Committeethereof to independent Director/s.

Secretarial Audit Report

A Secretarial Audit Report given by Ms Rachna Lodha a practicing company secretary isattached as Annexure - B.

Secretarial Audit

As mentioned above your Company is a sick industrial unit and out of the three units ofCompany one is taken over by secured creditors of the company under SARFESI Act andflagship unit at Bhiwadi is lying close since 2004 only one unit of the company isfunctional that is too on job work basis. In view of the above your company is facingsevere financial crunch and finding it difficult to even meet its day to day expenses.Therefore it was very difficult to broad base the board of directors of the company.However company had appointed one Independent Women director and reconstituted variouscommittees so as to comply with most of the compliances under listing agreements with thestock exchanges. Your company intent to comply formatting and making all efforts tofulfill the requirements of Companies Act 2013 and to rectify other deficiencies asreported in the Secretarial Audit Report.

Corporate Governance

Your Company has ensured continued compliance of Corporate Governance requirementsduring the period under review. Your Company lays strong emphasis on transparencydisclosure and independent supervision to increase various stakeholders' value. Asrequired by Clause 49 of the Listing Agreement the reports on Management Discussion andAnalysis Corporate Governance as well as the Certificate regarding compliance ofconditions of corporate governance are annexed and form an integral part of this report.

Risk management policy

The products of the Company are well established in the market and the Management doesnot perceive any threat specific to its products. However in the present context thecapacities of the unit of the Company are too insignificant to compete in theinternational markets. Due to bad financial condition the Management is certainly not ina position to avail of the benefits of the opportunities coming its' way.

Particulars of Employee

There was no employee whose remuneration was in excess of the limits prescribed underthe provisions of Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

Directors' Responsibility Statement

Pursuant to the requirement under section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed:

i. that in the preparation of the accounts the applicable accounting standards had beenfollowed along with proper explanations relating to material departures:

ii. that the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for the year under review;

iii. that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

iv. that the Directors have prepared the accounts on a "going concern" basis;

v. that the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;

vi. the directors had devised proper systems to ensure compliance with the provisionsof all applicable • laws and that such systems were adequate and operatingeffectively.

Acknowledgements

Your Directors take this opportunity to express their deep gratitude to the CentralGovernment Government of Rajasthan Government of Madhya Pradesh Financial InstitutionsBankers and the shareholders for their continued co-operation and support.

For and on behalf of the Board
Atok Parasrampuria
Place: New Delhi Chairman
Date :14th August 2015 DIN 426515

"ANNEXURE B’TOTHE DIRECTORS’REPORT

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH 2015

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

To

THE MEMBERS

PARASRAMPURIA SYNTHETICS LIMITED

SP 145-D-l RIICO INDUSTRIAL AREA

BHIWADI RAJASTHAN- 301019

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by PARASRAMPURIA SYNTHETICSLIMITED (hereinafter called the Company). Secretarial Audit was conducted in a mannerthat provided me/us a reasonable basis for evaluating the . corporate conducts/statutorycompliances and expressing my opinion thereon.

Based on my/our verification of the books papers minute books forms and returnsfiled and other records maintained by the Company and also the information provided by theCompany its officers agents and authorized representatives during the conduct ofsecretarial audit I hereby report that in my opinion the Company has during the auditperiod ended on 31stMarch 2015 not complied with the statutory provisions listedhereunder and also that the Company has improper Board-processes and compliance-mechanismin place to the extentin the manner and subject to the reporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by PARASRAMPURIA SYNTHETICS LIMITED ("The Company") for theperiod ended on 31st March 2015 according to the provisions of:

I. The Companies Act 2013 (the Act) and the Rules made there under;

II. The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the Rulesmade thereunder;

III. The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

IV. Foreign Exchange Management Act 1999 and the Rules and Regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

V The following Regulations and Guidelines prescribed under the Securities and ExchangeBoard of India Act 1992 (‘SEBI Act’) to the extent applicable to the Company :-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

d. The Securities and Exchange Board of India (Registrars to an issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

e. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; and

f. The Securities and Exchange Board of India (Buyback of Securities) Regulationsi998;

The Company has grossly not complied with the requirements under the Equity ListingAgreements entered into with BSE Limited. ..

VI. Other laws applicable specifically to the Company as per the representation givenby the company. NIL

I have not examined compliance with the applicable clauses of the following:

I Secretarial Standards issued by The Institute of Company Secretaries oflndia.(Notified but effective from 1st July 2015).

I further report that

This report is qualified report as during the period under review the Company has notcomplied with the major provisions of the Act Rules Regulations and Guidelines etc.Some of the Major non Compliances are as mentioned in Annexure I.

The Board of Directors of the Company is not constituted with proper balance ofExecutive Directors Non- Executive Directors and Independent Directors. There is nochange in the composition of the Board of Directors that took place during the periodunder review.

Majority decision is carried through while the dissenting members’ views arecaptured and recorded as part of the minutes.

I further report that there are not adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

The company has defaulted in repayment of dues to financial institutions Banks andDebenture holders and the same is still continued till 31st March 2015.

This report is to be read with my letter of even date which is annexed as Annexure IIand forms an integral part of this report.

RACHNA LODHA
Practising Company Secretary
PLACE: NEW DELHI Membership No: ACS 28468
DATE : 30.06.2015 COP No: 10391

Annexure to the Secretarial Auditors Report

Which forms an integral part of the report.

Annexure I

During the period under review the Company has not complied with the following majorprovisions of the Act Rules Regulations Guidelines Standards etc. as mentioned below:

1. In respect of Section 117(3) (h) of the Companies Act 2013 regarding filing of FormMgt-14 with the ROC regarding MBP-1. The Company has not filed such form with ROC

2. In respect of Section 117(3) (g) of the Companies Act 2013 regarding filing of FormMgt-14 with the ROC regarding "Approval of Financial Statement and Board's Report.The Company has not filed such form with ROC.

3. In respect of Section 149 (1) of the Companies Act 2013 regarding appointment of awomen director. Tjtxe Company has not appointed any women director during the year.

4. -In respect of Section 149(4) of the Companies Act 2013 every listed company shallhave at least one third of total number of directors as independent director. The Board ofDirectors in the company comprises of four directors and the Company has only oneindependent director. This is non-compliance of Section 149(4) of the Companies Act 2013.

5. In respect of Section 170(2) Rule 18 of the Companies Act 2013 return of Directorsand KMP to be filed with ROC in Form DIR 12 within 30 days of appointment or change andRegister of Director which is not Filled for appointment of CFO hence it is a noncompliance by the company.

6. In respect of Section 177(2) of the Companies Act 2013 Audit Committee shall haveminimum three directors with independent director forming majority whereas there is onlyone independent director in the Company which is non compliance of this act.

7. In respect of Section 178 (1)(2)(3)(4) of the Companies Act 2013 every Nominationand Remuneration Committee shall consist of three or more non executive directors withnot less than one half shall be independent .Company has not complied with this act.

8. In respect of Section 196(4) Rule 3 of the Companies Act 2013 return of appointmentof CFO is to be filled in Form MR-1 with Roc within 60 days of appointment. Company hasnot made any such filling nor made any appointment of CFO as KMP which is a non complianceof Section 203 (1)(2) of the companies Act 2013

9. In respect of the Clause 41 of the Listing Agreement regarding notice of BoardMeeting to the Stock Exchange to consider the Annual Audited Results The Company has notgiven any such notice to any stock exchange and has not publish in any newspaper for Q4 of2014-15.

10. In respect of Clause 35 of the Listing Agreement regarding Shareholding pattern tobe file quarterly The Company has not filed Shareholding pattern with any stock exchangefor any quarter during the year.

11. In respect of Reconciliation of Share Capital Audit The Company has not filed thesame during the year.

12. In respect of Clause 38 of the Listing Agreement regarding Payment of Listing FeeThe Company has not paid the Listing Fees.

13. In respect of Clause 31 of the Listing Agreement The Company has not sent sixcopies of Statutory and Director's Annual Report to the stock exchanges.

14. The Company has not uploaded Shareholding Pattern to SEBI website for any quarterduring the year.

15. In respect of Clause 30 of the Listing Agreement The Company has not intimate toany stock exchange regarding appointment of two additional directors during the year.

16. In accordance to the information & explanations given to us the company hasnot complied with the provision Employees Provident Funds and Miscellaneous ProvisionsAct 1952 and other applicable laws and not regular in depositing the statutory duesincluding Provident Fund Employees State insurance Income tax Sales tax Service taxCustom Duty Excise Duty Cess and other material statutory dues wherever applicablewith the appropriate authorities.

17. The company has been declared as BIFR Company as per Provisions of the SickIndustrial Companies (Special Provisions) Act 1985 (SICA). The lenders of the Companyhave filed the petitions with BIFR and AAlFR.The Company as per the directions ofAAIFR has modified its balance sheet for the financial year 2012-13 and filed a freshreference and the same was registered as case no 67/2013 and the matter is still pendingwith Honourable BIFR.

RACHNA LODHA
Practising Company Secretary
PLACE: NEW DELHI Membership No: ACS 28468
DATE : 30.06.2015 COP No: 10391

Annexure to the Secretarial Auditors Report Which forms an integral part of the report.

Annexure II

TO

THE MEMBERS

PARASRAMPURIA SYNTHETICS LIMITED

SP 145-D-l RIICO INDUSTRIAL AREA

BHIWADI RAJASTHAN- 301019

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

1. Maintenance of secretarial record is the responsibility of the management of thecompany. My responsibility is to express an opinion on these secretarial records based onmy audit.

2. I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Ibelieve that the processes and practices i followed provide a reasonable basis for myopinion.

3. I have not verified the correctness and appropriateness of financial record andBooks of Accounts of the company since the same have been subject to review by StatutoryAuditor.

4. Where ever required I have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. My examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficiency or effectiveness with which the management has conductedthe affairs of the company.

RACHNA LODHA
Practising Company Secretary
PLACE: NEW DELHI Membership No: ACS 28468
DATE : 30.06.2015 COP No: 10391