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Premier Synthetics Ltd.

BSE: 509835 Sector: Industrials
NSE: N.A. ISIN Code: INE940N01012
BSE 00:00 | 01 Apr 2.14 -0.11
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NSE 05:30 | 01 Jan Premier Synthetics Ltd
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VOLUME 89
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P/E
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Buy Price 2.14
Buy Qty 121.00
Sell Price 2.25
Sell Qty 7.00
OPEN 2.14
CLOSE 2.25
VOLUME 89
52-Week high 21.45
52-Week low 2.14
P/E
Mkt Cap.(Rs cr) 1
Buy Price 2.14
Buy Qty 121.00
Sell Price 2.25
Sell Qty 7.00

Premier Synthetics Ltd. (PREMSYNTHETIC) - Director Report

Company director report

Dear Members

The Board of Directors are pleased to present the 49th Annual Report of the Company forthe financial year ended March 31 2019.

FINANCIAL RESULTS

The Company's financial performance for the year ended March 31 2019 is summarizedbelow:

(Amount Rs. in Lakhs)

Particulars (Amount Rs. in Lakhs) Year Ended 31st March 2018
Gross Revenue 4727.40 4723.68
Profit before Interest Depreciation & tax 279.48 193.51
Less : Interest 8.02 13.37
Less : Depreciation 64.12 63.83
Profit before exceptional items and tax 207.33 116.31
Less : Exceptional Items - 0.00
Profit before Tax 207.33 116.31
Less : Provision for Tax - 0.00
Less: Provision for Dividend 0.11 0.11
Profit after tax & dividend 207.22 116.20
Add : Profit/(Loss) brought forward from previous year (3125.60) (3241.80)
Balance carried to Balance Sheet (2918.38) (3125.60)

PERFORMANCE OF THE COMPANY AND PROSPECTS FOR THE CURRENT YEAR

During the year under review the Company recorded gross revenue of Rs. 4727.40 Lakhscompared to Rs. 4723.68 Lakhs in the previous year. The Company is engaged inmanufacturing of Cotton yarn.

The Company made profit before exceptional item and tax of Rs. 207.33 lakhs as comparedto Rs. 116.31 lakhs in the previous year. After Exceptional items the Net Profit aftertax of the Company for the year stood at Rs. 207.33 lakhs against net profit of Rs. 116.31lakhs in the previous year an increase of 78.26 % over the previous year.

In order to improve the performance your Directors are considering the various plansto modernize and expand the manufacturing capacity of the Company during the year.

However your Directors are expecting to achieve better results in coming years.

DIVIDEND

During the year under review the Directors have recommended payment of 0.01% onNon-Cumulative Non-convertible Redeemable Preference Shares of the face value of Rs. 100(Rupees one hundred only) each as dividend for the financial year 2018-19 for approval ofshareholders at the ensuing Annual General Meeting of the Company.

Directors have not recommended any dividend for equity shares of the Company.

JOINT VENTURE ASSOCIATE & SUBSIDIARIES

The Company does not have Joint Venture Associate and Subsidiaries as per rule 6 ofthe Companies (Accounts) Rules 2014. Hence no reporting of the same in Form AOC-1 hasbeen made.

FINANCE AND ACCOUNTS

During the year under review the Rating Agency CARE Ratings Limited maintained the"B" rating for the Company's Non Cumulative Non Convertible RedeemablePreference shares.

As mandated by the Ministry of Corporate Affairs the financial statements for the yearended on March 31 2019 has been prepared in accordance with the Indian AccountingStandards (IND AS) noti ed under Section 133 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014. The estimates and judgments relating to the FinancialStatements are made on a prudent basis so as to reflect in a true and fair manner theform and substance of transactions and reasonably present the Company's state of affairsprofits and cash ows for the year ended March 31 2019.

EVENT SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENT

There were no material changes and commitments affecting the financial position of theCompany subsequent to the end of the financial year.

KEY MANAGERIAL PERSONNEL

Sr. No. Name of the Person Designation
1. Shri Gautamchand Surana Managing Director
2. Shri Kartik Jain Chief Financial Officer
3. Shri Vinod Rana Company Secretary

Evaluation of Board of Directors

Pursuant to the provisions of the Companies Act 2013 as amended from time to time andRegulations 17 and 25 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board has carried out an annual performance evaluation of its ownperformance of individual Directors as well as the evaluation of the working of itsAudit Nomination & Remuneration and other Committees. The various criteria consideredfor evaluation of Whole Time / Executive Directors included quali cation experienceknowledge commitment integrity leadership engagement transparency analysis decisionmaking governance etc. The Board commended the valuable contributions and the guidanceprovided by each Director in achieving the desired levels of growth. This is in additionto evaluation of Non- Independent Directors and the Board as a whole by the IndependentDirectors in their separate meeting being held every year.

Declaration of Independent Directors:

The Company has received declarations from all the Independent Directors con rming thatthey meet the criteria of Independence as prescribed under the provisions of the CompaniesAct 2013 read with the Schedules and Rules made there under as well as Regulation 16 ofListing Regulations (including any statutory modi cation(s) or re-enactment(s) thereof forthe time being in force).

Familiarization Programme to Independent Directors

The Company provides suitable familiarization programme to Independent Directors tohelp them familiarize themselves with the nature of the industry in which the companyoperates and the business model of the company in addition to regular presentation onexpansion plans and their updates business operations and financial statements. Inaddition to the above Directors are periodically advised about the changes effected inthe Corporate Law Listing Regulations about their roles rights and responsibilities asDirectors of the company. There is a regular interaction of Directors with the KeyManagerial Personnel of the Company.

Retirement by rotation and subsequent re-appointment:

In accordance with the provisions of Section 152 and other applicable provisions ifany of the Companies Act 2013 read with the Companies (Appointment and Qualification ofDirectors) Rules 2014 (including any statutory modi cation(s) or re-enactment(s) thereoffor the time being in force) Mr. Sanjay Majethia (Executive Director) is liable toretire by rotation at the ensuing Annual General Meeting (AGM) and being eligible haveoffered himself for re-appointment.

Certi cate of Non-Disquali cation of Directors

Your Company has also received a Certi cate from the Practicing Company Secretaryregarding Non Disquali cation of Directors. The same is forming part of this report andmarked as "Annexure-I"

Number of meetings of the Board:

8 (Eight) meetings of the Board of Directors were held during the financial year.

Remuneration of directors key managerial personnel and particulars of employee:

The remuneration paid to the Directors is in accordance with the Nomination andRemuneration Policy formulated in accordance with Section 178 of the Companies Act 2013and Regulation 19 of the Listing Regulations (including any statutory modi cation (s) orre-enactment(s) thereof for the time being in force).

The information required under Section 197 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (includingany statutory modi cation(s) or re-enactment(s) thereof for the time being in force) inrespect of Directors/employees of the Company is set out in the "Annexure II" tothis report.

However as per the provisions of Section 136 of the Act the report and accounts arebeing sent to the Members and others entitled thereto excluding the information onemployees' particulars which is available for inspection by the Members at the registeredoffice of the Company during business hours on working days of the Company up to date ofensuing Annual General Meeting. If any member is interested in obtaining copy thereofsuch member may write to the Company Secretary in this regard.

Nomination and Remuneration Policy:

The Company has formulated and adopted the Nomination and Remuneration Policy inaccordance with the provisions of Companies Act 2013 read with Rules issued there underand the Listing Regulations.

The said policy of the Company inter alia provides that the Nomination andRemuneration Committee shall formulate the criteria for appointment of ExecutiveNon-Executive and Independent Directors on the Board of Directors of the Company andperson in the Senior Management of the Company their remuneration including determinationof quali cations positive attributes independence of Directors and other matters areprovided under sub-section (3) of Section 178 of the Companies Act 2013 (including anystatutory modi cation(s) or re-enactment(s) thereof for the time being in force.)

Performance Evaluation:

The Directors carried out the annual performance evaluation of the Board Committees ofBoard and individual Directors along with assessing the quality quantity and timelinessof the flow of information between the Company management and the Board that is necessaryfor the Board to effectively and reasonably perform their duties.

A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance. A separate exercise wascarried out to evaluate the performance of individual Directors including the Chairman ofthe Board who were evaluated on parameters such as level of engagement and contributionindependence of judgment safeguarding the interest of the Company and its minorityshareholders etc. The performance evaluations of the Independent Directors were carriedout by the entire Board. The performance evaluation of the Chairman and the NonIndependent Directors was carried out by the Independent Directors who also reviewed theperformance of the Secretarial Department. The Directors expressed their satisfaction withthe evaluation process.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(C) and 134(5) of the Act your directorscon rm to the best of their knowledge and belief:

(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and that there are no material departures;

(b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively;

(f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

DETAILS OF MEETING OF THE BOARD AND ITS COMMITTEES

Board Meetings:

The Board of Directors met Eight (8) times during the financial year 2018-19 and theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013. The details of which are given below:

Sr. No. Date of Meeting Attendance of Directors
1. 28/05/2018 All directors were present
2. 14/08/2018 All directors were present
3. 22/09/2018 All directors were present
4. 10/10/2018 All directors were present
5. 05/11/2018 All directors were present
6. 14/11/2018 All directors were present
7. 12/02/2019 All directors were present
8. 30/03/2019 All directors were present

The maximum gap between two Board Meetings held during the year was not more than 120days.

Board Meetings are held at the Registered Office of the Company. The Agenda along withthe Notes are sent in advance to all the Directors.

The Forty Eighth Annual General Meeting was held on September 28 2018 at theRegistered Office of the Company.

Pursuant to requirements of Regulation 26 of the Listing Regulations none of theCompany's Director is a member of more than 10 committees or Chairman of more than 5committees across all Public companies in which he is a Director.

Independent Directors Meeting:

During the year under review the Independent Directors met on March 30 2019 interalia to discuss over all operations Business Strategy and Medium / Long term plans.

All the Independent Directors were present at the meeting. Pursuant to the requirementsof the Listing Regulations and Schedule IV of the Companies Act 2013 on Code of Conductof the Independent Directors the Independent Directors had reviewed and evaluated theperformance of Non-Independent Directors and the Board as a whole and the same was foundsatisfactory.

Committees' Meetings:

The Audit Committee met four (4) times during the financial year 2018-19 and thedetails of the meeting are as follows:

Sr. No. Date of Meeting Attendance of Directors
1. 28/05/2018 Chairman & all other Members were present
2. 14/08/2018 Chairman & all other Members were present
3. 14/11/2018 Chairman & all other Members were present
4. 12/02/2019 Chairman & all other Members were present

The Nomination & Remuneration Committee met Two (2) times during the financial year2018-19 and the details of the meeting are as follows:

Sr. No. Date of Meeting Attendance of Directors
1. 10/10/2018 Chairman & all other Members were present
2. 12/02/2019 Chairman & all other Members were present

The Stakeholder Relationship Committee and Investor Grievance Committee met Three (3)times during the financial year 2018-19 and the details of the meeting are as follows:

Sr. No. Date of Meeting Attendance of Directors
1. 16/07/2018 Chairman & all other Members were present
2. 08/10/2018 Chairman & all other Members were present
3. 07/01/2019 Chairman & all other Members were present

Committees' Composition:

The compositions of Audit Committee Stakeholder Relationship Committee &Nomination & Remuneration Committee are as follows:

Audit Committee:

The Composition of the Audit Committee is in alignment with the provisions of Section177 of the Companies Act 2013 read with Rules issued there under and Regulation 18 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Name Chairman/Member
Mr. Sachin Kansal Chairman
Mr. Jayesh Jain Member
Mr. Sunny Sunil Singhi Member

All the recommendations made by the Audit Committee were accepted by the Board ofDirectors of the Company. The Board of Directors has appointed M/s. PGT & AssociatesChartered Accountants as Internal Auditors to conduct the internal audit of the variousareas of operations and records of the Company. The periodical reports of the saidinternal auditors were regularly placed before the Audit Committee along with the commentsof the management.

Nomination and Remuneration Committee Composition:

The Composition of Nomination and Remuneration Committee is as follows:

Name Chairman/Member
Mr. Jayesh Jain Chairman
Mr. Sachin Kansal Member
Mr. Gautamchand Surana Member

In view of the amended provisions of Section 178 of the Companies Act 2013 theperformance of Board its committees and each Director (excluding the director beingevaluated) has been evaluated by the Board on the basis of engagement leadershipanalysis decision making communication governance interest of stakeholders etc.

Stakeholders and Investor Grievance Committee:

The Company has constituted the Stakeholders Relationship and Investors' GrievanceCommittee in accordance with the provisions of the Companies Act 2013 and the ListingRegulations. The Composition of the said Committee is as follows:

Name Chairman/Member
Mr. Sachin Kansal Chairman
Miss. Anusha Maheshwary Member
Mr. Sunny Sunil Singhi Member

CHANGE IN NATURE OF BUSINESS:

During the year under review your Company has not changed its nature of business.

MANAGEMENT DISCUSSION AND ANALYSIS

As required under Regulation 34 read with Schedule V (B) of SEBI (Listing Obligationsand Disclosure Requirements) (Amendment) Regulations 2018 report on "ManagementDiscussion and Analysis" is attached and forms a part of this Report as"Annexure III".

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 15 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 since the equity paid up sharecapital of the Company and net worth is below the threshold limits prescribed under SEBI(LODR) Regulations 2015 Corporate Governance provision is not applicable to the Companyfor the year under review.

AUDITORS

Statutory Auditor:

M/s. Loonia & Associates Chartered Accountants (Firm Registration No. 130883W)were appointed as Statutory Auditors of the Company at the 46th Annual General Meeting(AGM) till the conclusion of the 51st Annual General Meeting (AGM).

M/s. Loonia & Associates have con rmed their eligibility and qualification underSection 139 141 and other applicable provisions of the Companies Act 2013 and Rulesissued thereunder (including and statutory modi cation(s) or re-enactment(s) thereof forthe time being in force).

The Auditors' Report for the financial year ended March 31 2019 on the financialstatements of the Company is a part of this Annual Report. The Auditors' Report for thefinancial year ended March 31 2019 does not contain any quali cation reservation oradverse remark.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. K. Jatin & Co. Practicing Company Secretary to undertake theSecretarial Audit of the Company for the financial year 2018-19. The Secretarial AuditReport in the form "MR-3'' is annexed herewith as "Annexure IV". TheSecretarial Audit Report does not contain any quali cation reservation or adverse remark.

Internal Auditors:

The Board has appointed M/s. PGT & Associates Chartered Accountant Ahmedabad asan internal Auditor of the Company for F.Y. 2018-19.

PUBLIC DEPOSITS:

In terms of Section 73 to 76 of the Companies Act 2013 and Companies (Acceptance ofDeposits) Rules 2014 your Company has not accepted any public deposits or no amount ofprincipal or interest was outstanding as on date of the Balance sheet during the financialyear 2018-19.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return of the Company as on Financial Year ended on March31st 2019 pursuant to the sub section (3) of Section 92 of the Companies Act 2013 andforming part of the report in Form MGT-9 is enclosed as "Annexure V" to thisReport and is also posted on the website of the Company i.e. www.premiersyntheticsltd.com

RELATED PARTY TRANSACTIONS

All the related party transactions that were entered into during the financial year inthe ordinary course of business and the prices were at arm's length basis. Hence theprovisions of Section 188(1) of the Companies Act 2013 are not attracted. Further nomaterially significant related party transactions were entered by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havepotential conflict with interest of the company at large. Hence reporting in AOC-2 is notmade. All related party transactions are placed before the Audit Committee and Board ofDirectors for their review.

LOANS GUARANTEE AND INVESTMENTS

The particulars of loans guarantee or investment made under Section 186 of theCompanies Act 2013 are given in the Notes forming part of the Financial Statements forthe year ended March 31 2019.

RISK MANAGEMENT

Your Company has a well-de ned Risk Management System in place as a part of goodgovernance practice. The risks are identified at various departmental levels and suitablemitigation measures are thereafter adopted. The business risk framework de nes the riskmanagement approach across the enterprise at various levels including documentation andreporting. These are further subjected to a quarterly review. The framework has differentrisk models which help in identifying risk trends exposure and potential impact analysisat a Company level as also separately for business segments. Risk management forms anintegral part of the Company's planning cycle. At present the Company has not identifiedany element of risk which may be of threat to the existence of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company is committed to the high standards of Corporate Governance and stakeholderresponsibility and therefore The Company has established a vigil mechanism to be known asthe 'Whistle Blower Policy' for its Directors and employees to report instances ofunethical behaviour actual or suspected fraud or violation of the Company's Code ofConduct or ethics. The policy has been posted in the website of the Company i.e.www.premiersyntheticsltd.com. It is heartening to note that no untoward or fraud case wasreported.

HUMAN RESOURCES AND POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

Your Company is committed to provide and promote a safe healthy and congenialatmosphere irrespective of gender caste creed or social class of the employees. Howeverthe Company does not have female employee as mentioned in the provisions of The SexualHarassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013 andtherefore the Internal Complaints Committees (ICC) cannot be constituted due to the lackof number of female employees.

SECRETARIAL STANDARDS OF ICSI

The Company is in compliance with the Secretarial Standard on Meetings of the Board ofDirectors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretariesof India and approved by the Central Government.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has not developed and implemented any Corporate Social Responsibilityinitiative as the provisions of Section 135 of Companies Act 2013 are not applicable tothe Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

The Information under Section 134 (3) (m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 for the year ended on 31st March 2019 isgiven below and forms the part of the Board s Report.

A. CONSERVATION OF ENERGY:

Step taken or impact on conservation of energy.

The Company has continued its efforts to improve energy ef ciency with more vigour anddepth. Some of the measures taken by the Company in this direction as its textile unitlocated in Rakanpur- Santej Gandhinagar are as under:

1. Installation of LED Lights in the premises.

2. Re-arrangement of production process and to use the latest machinery with minimumpower consumption / usage.

The steps taken by the company for utilizing alternate source of energy.

The Company has planned to appoint qualified engineer to examine and suggest foralternate source of energy in production processes and if possible using the same for allworking operations of the Company.

The Capital investment on energy conservation equipment.

During the year under review Company has not incurred any capital expenditure onenergy conservation equipment.

B. TECHNOLOGY ABSORPTION:

Efforts in brief made towards technology absorption adaptation & innovation:

The Company is taking necessary steps to replace certain existing equipment's byinstalling new equipments having better technology. In addition to this the company hasinstalled plant for re-processing for its waste material.

Benefit derived as a result of above efforts:

The benefits of technology upgraded equipments will be visible in future working.

Technology Imported:

The Company has imported machinery spare parts to maintain the products quality andlife of machine.

Expenditure incurred on Research and Development:

During the year under review Company has not incurred any Expenditure on Research andDevelopment.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Amount Rs. in Lakhs)
Particulars 2018-19 2017-18
Foreign Exchange Earned Nil Nil
Foreign Exchange Used 16.61 27.41

INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations.

The Company has an Internal Audit Department which monitors and evaluates the efciency and adequacy of internal control system in the Company its compliance withoperating systems accounting procedures and policies. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committeeand to the Managing Director of the Company. Based on the report of internal auditfunction corrective actions are taken in the respective areas and thereby strengthen thecontrols.

During the year under review no reportable material weaknesses in the design oroperation were observed.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATOR / COURTS / TRIBUNAL:

There are no significant / material orders passed by the Regulator / Courts / Tribunalimpacting the going concern status of your Company and its operations in future.

DISCLOSURES WITH RESPECT TO DEMAT SUSUPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

During the years under review no shares were held in demat suspense account orunclaimed suspense account of the Company.

FRAUD REPORTED BY AUDITORS

There were no frauds reported by the Statutory Auditors under the provisions of Section143 (12) of the Companies Act 2013 and rules made there under.

INSURANCE

The Company has taken all the necessary steps to insure its properties and insurableinterest as deemed appropriate and as required under the various legislative enactments.There were no major incidents or accidents to warrant insurance claims during the yearunder review.

GREEN INITIATIVE

Your Directors would like to draw your attention to Section 20 of the Companies Act2013 read with the Companies (Management and Administration) Rules 2014 as may beamended from time which permits paperless compliances and also service of notice /documents (including annual report) through electronic mode to its members. To supportthis green initiative of the Central Government in full measure we hereby once againappeal to all those members who have not registered their e-mail addresses so far arerequested to register their e-mail address in respect of electronic holdings with theirconcerned depository participants and / or with the Company.

ANNEXURES

The lists of annexure forming part of the Board Report are as follows:

Name of the Annexure Annexure No.
Certi cate of Non-Disquali cation of Directors I
Ratio of the remuneration of each director to the median employee's remuneration II
Management Discussion and Analysis Report III
Secretarial Audit Report (MR-3) IV
Extract of Annual Return (MGT-9) V

ACKNOWLEDGMENT

Your Directors acknowledge with thanks the financial assistance extended by the Bankersproviding the required bank facilities to the company. Your Directors also wish to placeon record their appreciation of the contributions made by the employees at all levels forthe performance of your company.

Place: Ahmedabad By order of the Board
Date: 13/08/2019
Gautamchand Surana
Managing Director
DIN: 00955362