You are here » Home » Companies » Company Overview » Prag Bosimi Synthetics Ltd

Prag Bosimi Synthetics Ltd.

BSE: 500192 Sector: Industrials
NSE: PRAGBOSIMI ISIN Code: INE962B01011
BSE 00:00 | 07 Dec 2.57 -0.07
(-2.65%)
OPEN

2.64

HIGH

2.64

LOW

2.51

NSE 05:30 | 01 Jan Prag Bosimi Synthetics Ltd
OPEN 2.64
PREVIOUS CLOSE 2.64
VOLUME 16613
52-Week high 6.80
52-Week low 2.01
P/E
Mkt Cap.(Rs cr) 19
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2.64
CLOSE 2.64
VOLUME 16613
52-Week high 6.80
52-Week low 2.01
P/E
Mkt Cap.(Rs cr) 19
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Prag Bosimi Synthetics Ltd. (PRAGBOSIMI) - Director Report

Company director report

To

The Members

Prag Bosimi Synthetics Limited (PBSL).

Your Directors have pleasure in presenting the 30th Annual Reporttogether with audited accounts of the Company for the 12 months period ended on 31stMarch 2022.

1) SUMMARISED FINANCIALRESULTS:

The financial results of your Company for the period under review aresummarized below:

(Rupees in Lakhs)

Particulars 12 month ended 31stm arch 2022
Gross Turnover 434.84
Profit/(Loss) before Depreciation Interest andTaxation (1447.52)
(Add)/Less: Interest 561.12
(Add)/Less: Depreciation 468.56
Profit/(Loss) for the year (2477.20)
Add/(Less) Loss brought forward from the previous period (26333.11)
Total Loss carried forward to next period/year (28810.31)

2) COMPANY ACTIVITIES:

As reported in our last year annual report that company'soperation had to stop due to Covid 19 and other factors. During the current year thecompany tried to consolidate its position and had been successful in settling the labourissue with the help of AIDC and Govt of Assam. The company had offered a golden handshakescheme to tis employees which was accepted by the labour union in a high level meetingchaired by Honorable Minister (Industry and Commerce) in presence of Honorable MLASipajhar assembly constituency Managing Director AIDC amongst others. Accordingly allemployees were duly paid there full and final dues and honorably retired from services.Initial Funds for the same was arranged through a loan taken from Dr Mrs. Devila Vyas wifeof Late H.B. Vyas (Founder Promoter) balance of funds were arranged through the sale ofold obsolete and ideal scrap materials and equipment's by way of a public papertender. On settlement of the workers issue we have also started selling our old finishedproducts old and unused inventories and raw material. The unit is expected to go inpartial production by Dec 2022 once reconnection of power working capital arrangement isdone.

Various legal issues were also taken up for negotiation and settled.Discussion with APDCL for reconnection of power and adjustment of our old claims are alsobeing taken up.

3) DIVIDEND:

Due to losses your directors have not recommended any dividend for thecurrent period in respect of any Shares capital

4) TRANSFER TO RESERVES:

In view of loss incurred during the period under review the Board ofDirectors has not recommended transfer of any amount to reserves.

5) SHARE CAPITAL:

The Authorised Share Capital of the Company is Rs 250/- Cr (Rupees TwoHundred and Fifty Crores only).The authorized share capital is divided into Rs150 Lacs ofEquity share capital and Rs100 Lacs of Preference shares Capital. The paid up ShareCapital of the Company as at March 31 2022 stood at Rs90.153 Crores divided into74382960 Equity Shares of Rs 10/- each and 1577000.

Non-Redeemable Preference shares of Rs 100/- each. During the yearunder review the Company has not issued any kind of share capital. As on 31stMarch 2022 Mr. Devang Vyas is holding 514000 Redeemable Preference Shares of theCompany.

As on March 31 2022 none of the Directors and/or Key ManagerialPerson of the Company holds instruments convertible into Equity Shares of the Company.

6) PUBLic dePosits:

The Company has not accepted any Public Deposits during the periodunder review.

7) DEBENTURES:

The Unsecured Optionally Cumulative Convertible Debentures (OCCD)issued by the Company stands at its original issue value of Rupees Fifty four Crores as onMarch 31 2022. The said NCDs -OCCD were issued on a private placement basis in October

2017 for a period of twenty years. The payment of interest waseffective from 1st April 2019.However Company is pursuing with holders of suchNCD -OCCD to waive off interest in view of the Covid-19 situation.

8) CHANGE IN NATURE OF BUSINESS IF ANY.

There was no changes in the nature of business of Company in thefinancial year 2021-22.

9) FINANCE AND ACCOUNTS

Your Company prepares its financial statements in compliance with therequirements of the Companies Act 2013 and the Generally Accepted Accounting Principles(GAAP) in India. The financial statements have been prepared on the new accountingPrinciple i.e IND AS. The estimates and judgments relating to the financial statements aremade on a prudent and going concern basis so as to reflect true and fair view the formand substance of transactions and reasonably present the Company's state of affairsprofits/(loss) and cash flows for the year ended 31st March 2022.

The Company continues to focus on judicious management of its workingcapital receivables inventories and other working capital parameters through strictchecks and controls on continuous monitoring basis.

There is no audit qualification in the financial statements by thestatutory auditors for the year under review.

10) EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3) (a) and Section 92(3) ofthe Act read with Rule 12 of the Companies (Management and Administration) Rules 2014 theAnnual Return of the Company for the Financial Year ended 31 March 2022 in Form MGT-7 isuploaded on the website of the Company and can be accessed athttp://pragbosimi.com/admin_pbsl/uploads/products/image/ phpzobR7r.pdf

11) A) LOANS GUARANTEES INVESTMENTS AND SECURITIES:

Details of Loans Guarantees and Investments if any covered under theprovisions of Section 186 of the Companies Act

2013 are given in the notes point no. 4.1 to the Financial Statements

B) DISCLOSURE BY LISTED ENTITY AND ITS SUBSIDIARIES OF LOANS ANDADVANCES IN THE NATURE OF LOANS TO COMPANIES FIRMS IN WHICH DIRECTORS ARE INTERESTED BYNAME AND AMOUNT:

Listed entity and its subsidiaries have not provided any loans andadvances in the nature of loans to companies firms in which directors are interested.

12) SUBSIDIARIES & ASSOCIATES:

The Company has 2 subsidiary companies and One Associate Company.Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules2014 a statement containing salient features of the financial statements of Subsidiaries/Associate Companies are given as annexure i in Form AOC-1 which forms an integralpart of this Report As reported in the last annual report the implementation of project byour Associate Prag Jyoti Textile Park Private Limited is progressing. Given below thelatest status of the project.

Total project cost as approved by PAC Rs 54.31 Crores
Eligible cost approved Rs 47.25 Crores
Funds employed till date
Ministry of Textile – Rs 20.00 Crores (50% of total grant)
SPV Contribution (Eligible project cost) – Rs 4.63 Crores (63.86% of SPV contribution)
SPV Contribution (Balance Project Cost) - Rs 4.54 Crores

The park is under construction and the funds have been employed towardsthe same. Promoters are expected to bring in additional funds of Approximately 1.00 Cr tomeet the Ministry guideline of 75% SPV contribution so that we can apply for the nextgrant of Rs10 Cr. 60% of the park has been completed till date

Our subsidiaries Company Viz. Prag Bosimi Texurising Private Limitedand Prag Bosimi Packaging Private Limited are not operational at present.

13) CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All Related Party Transactions are first placed before the AuditCommittee for its prior/omnibus approval which are of a foreseen and repetitive nature andthereafter referred to the Board. The transactions entered into with the related partiesare at arm's length and in the ordinary course of business and are in accordance withthe provisions of the Companies Act 2013 read with rules made there under and Regulation23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Therewere no material related party transactions entered into by the Company during thefinancial year which attracted the provisions of Section 188 of the Companies Act 2013.The requisite disclosure if any in Form AOC 2 is furnished in annexure – ii.All related party transactions are mentioned in the Notes to the Financial Statements.

None of the transactions with any of related parties were in conflictwith the Company's interest. The policy on Related Party and

Material Related Party is put up on the website of the Company viz.www.pragbosimi.com

14) MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis on the operations of the Companyas prescribed under Part B of Schedule V read with regulation 34(3) of the ListingRegulations 2015 is provided in a separate section and forms part of the Directors'Report. It gives a reflection of the current state of business. It also deals withopportunities challenges and the outlook of the Company.

15) DIRECTORS AND KEY MANAGERIAL PERSONS (KMP):

Pursuant to the provisions of Section 152 of the Companies Act 2013Mr. Devang Vyas (DIN 00096459) retires by rotation as Non-Executive Director at theensuing Annual General Meeting and being eligible offers herself for the re-appointment.The Board recommends his re-appointment. Further to mention that Mr. Ramesh Pokhriyal CEOof the company have resigned from his position w.e.f. 17th May 2022. (After closure ofbusiness hours).

DETAILS OF DIRECTORS/KMP APPOINTED AND RESIGNED DURING THE YEAR

SR. NO. NAME DESIGNATION DATE OF APPOINTMENT DATE OF RESIGNATION
1 Mr. Raktim Kumar Das Whole Time Director 30.06.2021 -
2. Mr. Prakasam Raghavan CFO 11.11.2021 -

16) Board eVaLUation

Pursuant to the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations the Board has carried out an annualperformance evaluation of its own performance of the Directors individually as well asthe evaluation of the working of its Audit Nomination & Remuneration and otherCommittees of the Board.

At the meeting of the Board all the relevant factors that are materialfor evaluating the performance of individual Directors the Board and its variousCommittees were discussed in detail. A structured questionnaire each in line withcircular issued by SEBI for evaluation of the Board its various Committees andindividual Directors was prepared and recommended to the Board by the Nomination &Remuneration Committee for doing the required evaluation after taking into considerationthe inputs received from the Directors covering various aspects of the Board'sfunctioning such as adequacy of the composition of the Board and its Committeesexecution and performance of specific duties obligations and governance etc.

A separate exercise was carried out to evaluate the performance ofindividual Directors including the Chairman of the Board who were evaluated onparameters such as level of engagement and contribution independence of judgmentsafeguarding the interest of the Company and its minority Shareholders etc. Theperformance evaluation of the independent Directors was carried out by the entire Boardexcluding the Director being evaluated. The performance evaluation of the Chairman andnon-independent Directors was also carried out by the Independent Directors at theirseparate meeting. The Directors expressed their satisfaction with the evaluation process.

17) BOARD MEETINGS:

The details of the Board Meetings and other Committee Meetings heldduring the financial year 2020-21 are given in the separate section of CorporateGovernance Report.

18) BOARD COMMITTEES

All Committees of the Board of Directors are constituted in line withthe provisions of the Companies Act 2013 and applicable regulations of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

19) DECLARATIONS BY INDEPENDENT DIRECTORS:

The Company has received declarations form all the IndependentDirectors under Section 149(6) of the Companies Act 2013 confirming their independencevis- a-vis the Company.

20) MATERIAL CHANGES AND COMMITMENTS

As informed in earlier report company is still in continuation of thedisconnection of Power. In the month of September 2021 Company has given the goldenHandshake scheme to its workers and successfully completed the same. All the workers wererelieved from the work. Negotiation are currently on for reconnection of Power. Managementis currently planning the restarting strategy and trying to arrange the working capitalfor the same. Eligible capital subsidy due to us is also being perused.

21) DIRECTORS' RESPONSIBILTY STATEMENT:

Directors of your Company confirm that:

in the preparation of the accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures; suchaccounting policies have been selected and applied consistently and the Directors madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at 31st March 2022 and of the lossof the Company for that period; proper and sufficient care was taken for the maintenanceof adequate accounting records in accordance with the provisions of this Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; the accounts of the Company have been prepared on agoing concern basis;internal financial controls have been laid down to be followed by the Company and thatsuch internal financial controls are adequate and were operating effectively; propersystems have been devised to ensure compliance with the provisions of all applicable lawsand that such systems were adequate and operating effectively;

22) RISK MANAGEMENT POLICY:

The Board of Directors of the Company has designed Risk ManagementPolicy and Guidelines to avoid events situations or circumstances which may lead tonegative consequences on the Company's businesses and define a structured approachto manage uncertainty and to make use of these in their decision making pertaining to allbusiness divisions and corporate functions. Key business risks and their mitigation areconsidered in the annual/strategic business plans and in periodic management reviews.

However provision of Regulation 21 of Listing Regulations forconstitution of Risk Management Committee is not applicable to the Company.

23) VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Company has put in place a Whistle Blower Policy to deal withinstances of fraud and mismanagement if any. The detailof the policy is available on theCompany's website www.pragbosimi.com.

No complaint was received by the Company during the year ended 31stMarch 2022.

24) DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

The company have received the verdict from National Company LawTribunal Guwahati Bench Guwahati in the matter of 3An Capital Private Limited wherebythe company is directed to pay sum of Rs 579 97 128/- within 45 days from the order.The order was received on 21st May 2022. As per legal advice our councils havereiterated and advised that the said judgment needs to be challenged in a higher forum asNCLT had no jurisdiction on the said matter. Besides granting compensation on a contemptcase is also legally not viable apart from the fact the calculation of the compensationis also not correct. Accordingly the Company have filed a petition in NCLAT against theorder on 29th June 2022. The matter is still under consideration of NCLAT

25) CORPORATE GOVERNANCE:

Your Company affirms its commitment to Corporate Governance and isfully compliant with the conditions of Corporate Governance stipulated in Regulation 27(2)of the Listing Agreement with Stock Exchanges. A separate section on compliance ofCorporate Governance and a Certificate from the Auditor's firm and practising CompanySecretary dated 17th May 2022 in this regard are annexed hereto and forms apart of the Report.

26) DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statementsas designed and implemented by the Company are adequate.

During the period under review no material or serious observation hasbeen received from the Internal Auditors of the Company for inefficiency or inadequacy ofsuch controls.

27) CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNING AND OUTGO:

The particulars as required under the provisions of Section134(3) (m)of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 inrespect of conservation of energy technology absorption foreign exchange earnings andoutgo etc. are furnished in annexure iii which forms part of this Report..

28) DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION & REDRESSAL) ACT 2013 READ WITH RULES

Pursuant to the requirements of Section 22 of Sexual Harassment ofWomen at Workplace (Prevention Prohibition & Redressal) Act 2013 read with Rulesthereunder the Company has not received any complaint of sexual harassment during theyear under review.

"Company has complied with provisions relating to the constitutionof Internal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013".

29) ANNUAL EVALUATION OF DIRECTORS COMMITTEE AND BOARD:

Attendance at the meetings Participation and contributionResponsibility towards stakeholders Contribution in Strategic Planning Compliance andGovernance Participation Performance Evaluation and Updation of Knowledge are thecriteria's for Performance Evaluation of Directors Committee and Board.

30) PARTICULARS OF EMPLOYEES&DISCLOSURE UNDERSECTION 197(12) OF THECOMPANIES ACT 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT &REMUNERATION) RULES 2014:

None of the employees of the Company is in receipt of remunerationexceeding the limit prescribed under Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

Disclosure pursuant to Section 197(12) of Companies Act 2013 and Rule5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed as anneXUre iV to this report.

31) STATUTORY AUDITORS

M/s M. H Dalal & Associates Chartered Accountants Mumbai wereAuditors of the Company

The observations made by the Statutory Auditors in their report for thefinancial period ended 31st March 2022 read with the explanatory notes thereinare self-explanatory and therefore do not call for any further explanation or commentsfrom the Board under Section 134(3) of the Companies Act 2013.

From this year onwards M/s Rama K. Gupta Chartered AccountantsGuwahati is been appointed as the Auditors of the Company. Resolution has been placed inthe notice for member's approval.

32) SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Mr.Amit Mundra & Associates Practicing Company Secretary had been appointed to undertakethe Secretarial Audit of the Company.

Secretarial Audit Report issued by Mr. Amit Mundra Company Secretaryin Form MR-3 for the financial year 2021-22 forms part to this report annexed as anneXUreV. The said report does not contain any observation or qualification requiringexplanation or comments from the Board under Section 134(3) of the Companies Act 2013.

33) INTERNAL AUDITOR:

M/s. Bharat Shroff & Co. Chartered Accountants are appointed asInternal Auditors of the Company.

34) INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of theCompany's business and size and complexity of its operations are in place has beenoperating satisfactorily. Internal control systems comprising of policies and proceduresare designed to ensure reliability of financial reporting timely feedback on achievementof operational and strategic goals compliance with policies procedure applicable lawsand regulations and that all assets and resources are acquired economically usedefficiently and adequately protected.

35) CORPORATE SUSTAINABILITY AND SOCIAL RESPONSIBILITY:

The provision of the Section 135 and Schedule VII of the Companies Act2013 as well as the provisions of the Companies (Corporate Social Responsibility Policy)Rules 2014 effective from April 1 2014 relating to CSR Initiatives are not applicable tothe Company.

36) green initiatiVes

In line with the ‘Green initiative' the Company has affectedelectronic delivery of the Annual Report 2021-22 are sent to all members whose emailaddresses are registered with the Company/Depository Participant(s). For members who havenot registered their email addresses please register the same with the RTA. It can alsobe assessed at http://pragbosimi.com/admin_pbsl/uploads/ products/image/phpnlRXy8.pdf

37) REPORTING OF FRAUDS

There was no instance of fraud during the year under reivew whichrequired the Statutory Auditors to report to the Audit Committee and/or Board underSection 143(12) of Act and Rules framed there under.

38) INDUSTRIAL RELATIONS/H UMAN RESOURCES:

Your Company maintained healthy cordial and harmonious industrialrelations at all levels during the period under review.

Your Company firmly believes that a dedicated workforce constitute theprimary source of sustainable competitive advantage.

Accordingly human resource development continues to receive focusedattention. Your Directors wish to place on record their appreciation for the dedicated andcommendable services rendered by the staff and workforce of your Company.

39) NON-COMPLIANCE

There is no non-compliance of any of the requirements of corporategovernance report as required under the Listing Regulations

40) CEO/CFO CERTIFICATION

As required under Regulation 17(8) of Listing Regulations the WholeTime Director and CFO have certified to the Board about compliance by the Company with therequirements of the said sub regulation for the financial year ended 31stMarch 2022.

41) COMPLIANCE CERTIFICATE

Compliance Certificate for Corporate Governance from Auditors of theCompany is given as Annexure ‘B' to this report.

42) CAUTIONARY STATEMENT

Statements in this Directors' Report and Management Discussion andAnalysis Report describing the Company's objectives projections estimatesexpectations or predictions may be "forward-looking statements" within themeaning of applicable securities laws and regulations. Actual results could differmaterially from those expressed or implied. Important factors that could make differenceto the Company's operations include raw material availability and its pricescyclical demand and pricing in the Company's principal markets changes in Governmentregulations Tax regimes economic developments within India and the countries in whichthe Company conducts business and other ancillary factor.

41) APPRECIATION:

Your Directors take this opportunity to offer their sincere thanks tothe Government of India State Government of Assam AIDC Investors and Bankers for theircontinued support and co-operation have helped in your Company's progress. Also YourDirectors wish to place on record their appreciation and for the contribution made by theemployees at all levels whose hard work and support without which Company'sachievements would not have been possible. Your Directors also wish to thank itscustomers dealers agents suppliers for their continued support and faith reposed inthe Company.

By order of the Board of directors
raktim Kumar das Bina Vasdev advani
Date: 10th August 2022 Whole Time Director Independent Director
Place: MUMBAI Din no.: 05115126 Din No. 08534761

.