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Premco Global Ltd.

BSE: 530331 Sector: Industrials
NSE: N.A. ISIN Code: INE001E01012
BSE 00:00 | 05 Jul 313.25 -3.80
(-1.20%)
OPEN

340.70

HIGH

340.70

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312.00

NSE 05:30 | 01 Jan Premco Global Ltd
OPEN 340.70
PREVIOUS CLOSE 317.05
VOLUME 253
52-Week high 567.00
52-Week low 290.55
P/E 11.20
Mkt Cap.(Rs cr) 103
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 340.70
CLOSE 317.05
VOLUME 253
52-Week high 567.00
52-Week low 290.55
P/E 11.20
Mkt Cap.(Rs cr) 103
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Premco Global Ltd. (PREMCOGLOBAL) - Director Report

Company director report

To the Members of Premco Global Limited

Your Directors have pleasure in presenting their Thirty Seventh Annual Report of PremcoGlobal Limited together with the Audited Accounts for the year ended 31stMarch 2021.

1. FINANCIAL SUMMARY HIGHLIGHTS

The Financial Performance for financial year 2020-2021 is summarized in the followingtable: -

(Rs. in Lakhs)

Particulars Standalone Consolidated
March 2021 March 2020 March 2021 March 2020
Total Revenue 6496.97 4970.31 10269.05 8029.26
Expenses 5596.33 4861.04 7728.19 6811.60
Profit Before Finance Cost Depreciation & Amortisation Expenses 900.64 109.27 2540.86 1217.66
Finance Cost 80.85 121.29 166.54 222.78
Depreciation & Amortization Exp. 204.05 212.92 457.70 461.72
Profit/(Loss) before Extraordinary Items 615.74 (224.94) 1916.62 533.16
Extraordinary Items 134.94 22.25 134.94 22.25
Profit/(Loss) before Taxation 480.80 (247.19) 1781.68 510.91
Less : Provision for current Taxation 79.53 - 167.52 17.81
Deferred Taxation adjustment 44.69 (71.12) 44.69 (71.12)
Short/(Excess) Income Tax Provision (2.88) (2.67) (2.88) (2.67)
Profit/(Loss) After Taxation 359.46 (173.40) 1572.35 566.89
Minority Interest - - 181.54 108.00
Other Comprehensive Income (Net of Tax) (0.52) (87.56) (0.52) (87.56)
Total Comprehensive Income 358.94 (260.96) 1571.83 479.33
Paid up Equity Share Capital 330.48 330.48 330.48 330.48
Earnings Per Share (Rs.) 10.88 (7.90) 42.08 11.24

FINANCIAL PERFORMANCE OPERATIONS AND STATE OF THE COMPANY’S AFFAIRS STANDALONEANALYSIS

During the year under review the total revenue stood at Rs. 6496.97 Lacs as againstRs. 4970.31 Lacs in the previous year. Company’s revenue from operations stood atRs. 6201.59 Lacs as against Rs. 4542.36 Lacs in the previous year Other Income stood atRs. 295.38 Lacs as compared to Rs. 427.95 Lacs in previous year. The Company incurred NetProfit after Tax of Rs. 359.46 Lacs as compared to the Net loss of Rs. 173.40 Lacs duringthe previous accounting year.

CONSOLIDATED ANALYSIS

During the year under review on consolidated basis the total Revenue stood at Rs.10269.05 Lacs as compared to Rs. 8029.26 Lacs in the previous year. Revenue fromoperations stood at Rs.9954.46 Lacs as against Rs. 7632.16 Lacs in the previous year.Other Income stood at Rs. 314.59 Lacs as compared to Rs. 397.10 Lacs in previous year. NetProfit after Tax stood at Rs. 1572.35 Lacs as compared to the Net Profit after Tax of Rs.566.89 Lacs during the previous accounting year.

2. SHARE CAPITAL

The issued subscribed and paid up share capital of the Company as on 31stMarch 2021 was at Rs. 330.48 lakh divided into 3304800 Equity Shares of Rs. 10 each.During the year under review the Company has not issued any shares with differentialvoting rights employee stock options and sweat equity shares.

3. DIVIDEND

INTERIM DIVIDEND

1st Interim Dividend for FY 2020-2021:

The Board of Directors of the Company at its meeting held on 6th November2020 approved 1st Interim Dividend for the financial year 2020-2021 at Rs.2 perShare/-of Rs.10 each (20%). The same was paid to shareholders whose name appeared on theregister of Members of the company or in the records of the depositories as beneficialowners of the shares as on Saturday November 14th 2020 which was the Record date fixedfor the purpose.

2nd Interim Dividend for FY 2020-2021:

The Board of Directors of the Company at its meeting held on 31st March 2021approved 2nd Interim Dividend for the financial year 2020-2021 at Rs.2 perShare/-of Rs.10 each (20%). The same was paid to shareholders whose name appeared on theregister of Members of the company or in the records of the depositories as beneficialowners of the shares as on Friday April 09th 2021 which was the Record date fixed forthe purpose.

FINAL DIVIDEND FOR FY 2020-2021

Your Directors are pleased to recommend to the Members for their approval a Finaldividend of Rs. 4/- per Equity Share of Rs. 10/- each (40%) in the Company for the yearended 31st March 2021. The above is in addition to Interim Dividends distributed above.As the company’s performance both in Indian and Overseas operation showed aremarkable growth hence the Board has considered a higher Dividend for FY 2020-21 toreward its shareholders.

4. RESERVES

The Company does not propose to transfer any amount to general reserve as it is notmandatory.

5. CHANGE IN NATURE OF BUSINESS

The Company is engaged in the business of manufacturing Woven & Knitted ElasticTapes. There was no change in nature of business activity during the year.

6. MATERIAL CHANGES AND COMMITMENTS

The Directors further states that there are no material changes have taken placeaffecting the financial position of the Company from the date of closure of financial yeartill the signing of Accounts.

7. DEPOSITS

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of Balancesheet.

8. LOANS GUARANTEE & INVESTMENTS

Details of Loans Guarantee and Investment covered under the provision of Section 186of the Companies Act 2013 are given in the notes to the Financial Statements.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board in conjunction with its committees ensures transparency responsibility andaccountability with an aim to create long-term sustainable growth. All Directors areastute professionals coming from varied backgrounds possessing rich experience andexpertise. The Board of Directors (the Board) holds a fiduciary position to promote thesuccess of the Company for the benefit of its members. They are entrusted to directmonitor and guide the Management towards building of such goals and objectives thatguarantees effectiveness and enhancement of shareholder value and fulfils theiraspirations.

COMPOSITIONOFTHEBOARDANDKEYMANAGERIAL PERSONNEL AS ON 31ST MARCH 2021.

Name of the Director Category
1. Mr. Ashok B. Harjani Chairman & Managing Director
2. Mrs. Nisha P. Harjani CFO & Director
3. Mr. Lokesh P. Harjani Whole Time Director
4. Mrs. Sonia A. Harjani Director
5. Ms. Sonu A. Chowdhary Non-Executive - Independent Director
6. Mr. Rajesh M. Mahtani Non-Executive - Independent Director
7. Mr. Prem I. Gidwani Non-Executive - Independent Director
8. Mr. Lalit D. Advani Non-Executive - Independent Director
9. Mr. R. C. Panwar Chief Executive Officer (CEO)
10. Mr. Gaurish D. Tawte Company Secretary and Compliance Officer

CHANGES IN THE COMPOSITION OF THE BOARD OF DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

On recommendations of Nomination and Remuneration Committee the Board of the Directorsof the Company at its meeting held on 27th August 2020 appointed Mr. R.C.Panwaras CEO-Key Management Personal (KMP) of the Company w.e.f. 27th August 2020.The said appointment is made in terms of Section 2(51) read with Section 203(1) of theCompanies Act 2013 and rules made thereunder.

Board Meetings held and attendance of Directors during the year 2020-21.

Date of Board Meeting Total No. of Directors Total No. of Directors Present
1. 29th June 2020 8 8
2. 13th August 2020 8 8
3. 27th August 2020 8 6
4. 06th November 2020 8 7
5. 09th February 2021 8 7
6. 31st March 2021 8 7

None of the Directors on the Board is a member in more than 10 Committees and Chairmanin more than 5 committees as specified in Regulation 26(1) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 [the "SEBI (LODR)Regulations 2015"] across all Companies in which he/she is a Director. Thenecessary disclosures regarding Committee positions have been made by the Directors.

RETIREMENT BY ROTATION

In accordance with the provision of Companies Act 2013 and the Articles of Associationof the Company Mrs. Nisha P. Harjani retires by rotation and is eligible for thereappointment. Necessary information for Directors liable to retire by rotation has beenincluded in the notice convening the ensuing Annual General Meeting. Your directorsrecommend the said appointment.

KEY MANAGERIAL PERSONNEL

The following persons continued as Key Managerial Personnel of the Company incompliance with the provisions of Section 203 of the Companies Act 2013:

a) Mr. Ashok B. Harjani –Managing Director

b) Mr. Lokesh P. Harjani-Whole Time Director

c) Mrs. Nisha P. Harjani – Director - Chief Financial Officer

d) Mr. R.C. Panwar- Chief Executive Officer (CEO)

e) Mr. Gaurish Tawte– Company Secretary Remuneration and other details of the KeyManagerial Personnel for the Financial Year ended 31st March 2021 arementioned in the Annual Return and Extract of the Annual Return which is available onCompanies website at https://www.premcoglobal.com/investors.

INDEPENDENT DIRECTOR

Your Company appointed Independent Directors who are renowned people having expertise /experience in their respective field/profession. In compliance with Section 149(6) of theCompanies Act 2013 and Regulation 16(1)(b) of the Listing Regulations all IndependentDirectors have given a declaration that they meet the criteria of independence as providedunder law. None of the Independent Directors are promoters or related to Promoters. TheNon-executive Independent Directors have no pecuniary relationship or transactions withthe Company in their personal capacity except for sitting fees drawn by them for attendingthe meeting of the Board and Committee(s) thereof and further do not hold two percent ormore of the total voting power of the Company.

During the year meeting of Independent Directors was held on 30th March2021 to review the performance of the Board as a whole on parameters of effectiveness andto assess the quality quantity and timeliness of flow of information between themanagement and the Board. The Independent Directors discussed among other matters theperformance of the Company and risk faced by it the flow of information to the Boardcompetition strategy leadership strengths and weaknesses governance compliance Boardmovements human resources matters and performance of executive directors includingChairman.

The Declarations required under Section 149(7) of the Companies Act 2013 from theIndependent Directors of the Company confirming that they meet the criteria ofindependence as prescribed under Section 149(6) of the Companies Act 2013 was dulyreceived by the Company.

10. AUDIT COMMITTEE

The Audit Committee which acts as a link between the management external and internalauditors and the Board of Directors of the Company is responsible for overseeing theCompany’s financial reporting process by providing direction to audit function andmonitoring the scope and quality of internal and statutory audits.

The composition of the Committee is in compliance with the provisions of Section 177 ofthe Companies Act 2013 and Regulation 18 SEBI (LODR) Regulations 2015. The Chairpersonof the Committee is a Non-Executive Independent Director.

COMPOSITION OF AUDIT COMMITTEE OF THE COMPANY:

Name of the Director Category Designation
1. Mr. Prem I. Gidwani Non-Executive - Independent Director Chairman
2. Ms. Sonu A. Chowdhary Non-Executive - Independent Director Member
3. Mr. Rajesh M. Mahtani Non-Executive - Independent Director Member
4. Mr. Ashok B. Harjani Chairman & Managing Director Member

The Audit Committee also meets the Company’s Statutory Auditors to ascertain theirviews on the financial statement.

The Committee members meet regularly and make their recommendations in accordance withthe terms of reference specified by the Board. Such recommendations are thoroughlydiscussed in Board meetings and by and large accepted for implementation.

AUDIT COMMITTEE MEETINGS HELD AND ATTENDANCE OF DIRECTORS DURING THE YEAR 2020-21

Date of Meeting Total No. of Directors Total No. of Directors Present
1. 29th June 2020 4 4
2. 13th August 2020 4 4
3. 06th November 2020 4 4
4. 09th February 2021 4 3

The Audit Committee acts in accordance with the broad terms of reference specified bythe Board of Directors in adherence to Section 177 of the Companies Act 2013 (the‘Act’). The scope of activities of the Audit Committee includes the areas laidout in Section 177 of the Act and Part C of Schedule II of SEBI (LODR) Regulations 2015.

11. STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition of the Committee is in compliance with the provisions of Section 178 ofthe Companies Act 2013 and Regulation 20 SEBI (LODR) Regulations 2015. The Chairman ofthe Committee is a Non-Executive Independent Director.

COMPOSITION OF STAKEHOLDER’S RELATIONSHIP COMMITTEE OF THE COMPANY:

Name of the Director Category Designation
1. Mr. Rajesh M. Mahtani Non-Executive - Independent Director Chairman
2. Ms. Sonu A. Chowdhary Non-Executive - Independent Director Member
3. Mr. Ashok B. Harjani Chairman & Managing Director Member

Mr. Gaurish Tawte is Compliance Officer appointed for complying with the requirementsof the Listing Regulations and requirements of securities laws including SEBI(Prohibition of Insider Trading) Regulations 2015.The role of Stakeholder’sRelationship Committee includes as specified in Part D of the Schedule II of the SEBI(LODR) Regulations 2015.

STAKEHOLDER’S RELATIONSHIP COMMITTEE

MEETINGS HELD AND ATTENDANCE OF DIRECTORS DURING THE YEAR 2020-2021:

Date of Meeting Total No. of Directors Total No. of Directors Present
1. 30thMarch 2021 3 3

M/s. Big Shares Services Pvt. Ltd. is the Registrar and Share Transfer Agent of theCompany. The delegated authority is taking measures so that the share transfer formalitiesare attended to at least once in a fortnight. The Company Secretary is also authorized bythe Board to do all the acts deeds and matters and sign all the documents that may berequired in the matter relating to shares from time to time. No complaint was remainedunattended and pending to be resolved as on March 31 2021.

STATUS OF INVESTOR COMPLAINTS /OTHER CORRESPONDENCE

Subject matter of Correspondence Pending as on 31st March 2020. Received & resolved during the year Pending as on 31st March 2021
Non-receipt of Certificates Share - - -
Non-receipt of Dividend - - -
Non-receipt of Annual Report - - -
Query -Transfer of shares - - -

12. NOMINATION AND REMUNERATION COMMITTEE

The composition of the Committee is in compliance with the provisions of Section 178 ofthe Companies Act 2013 and Regulation 19 of the of the SEBI (LODR) Regulations 2015. TheChairperson of the Committee is a Non-Executive Independent Director.

COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE OF THE COMPANY:

Name of the Director Category Designation
1. Mr. Prem I. Gidwani Non-Executive - Independent Director Chairman
2. Ms. Sonu A. Chowdhary Non-Executive - Independent Director Member
3. Mr. Rajesh M. Mahtani Non-Executive - Independent Director Member
4. Mr. Ashok B. Harjani Chairman & Managing Director Member

The role of NRC includes the areas laid out in Section 178 of the Act and Part D ofSchedule II of the SEBI (LODR) Regulations 2015. The Board of Directors on recommendationof the NRC has adopted a policy for evaluation of the Board its Committees. The detailsof remuneration paid to all Directors are provided under the head "Disclosures"in this Report. Nomination & Remuneration Policy has been framed adopted andimplemented by the Nomination and Remuneration Committee with broad objectives fordetermining and recommending the remuneration of the Directors KMP and Senior Managementto the Board.

NOMINATION AND REMUNERATION COMMITTEE MEETINGS HELD AND ATTENDANCE OF DIRECTORS DURINGTHE YEAR 2020-21:-

Date of Meeting Total No. of Directors Total No. of Directors Present
1. 27th August 2020 4 4
2. 09th February 2021 4 3

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197(12) of Companies Act 2013 and read with Rule 5(1) and (2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2017 are formingpart of this Annual Report.

13. AUDITORS STATUTORY AUDITORS

M/s. Sanjay Raja Jain & Co Chartered Accountants Mumbai (ICAI Firm RegistrationNo. 112364W) were appointed as Statutory Auditors of the Company pursuant to theprovisions of Section 139(8) and other applicable provisions if any of the CompaniesAct 2013 as amended from time to time or any other law for the time being in force(including any statutory modification or amendment thereto or re-enactment thereof for thetime being in force) till the conclusion of the 38th Annual General Meeting of theCompany to be held in the year 2022 at such remuneration plus applicable Tax out ofPocket Expenses in connection with the audit as the Board of Directors of the Company mayfix in this behalf in consultation with the Auditors.

SECRETARIAL AUDITORS

During the year Secretarial Audit was carried out by M/s. Sanjay Dholakia &Associates (Membership No. F2655) a firm of Company Secretaries in Practice theSecretarial Auditor of the Company for the financial year 2020-21 Pursuant to theprovisions of Section 204 of the Companies Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. The observations of the SecretarialAuditor are self-explanatory. The detailed report on the Secretarial Audit is annexedherewith (Annexure-4).

14. COMPLIANCES UNDER COMPANIES ACT 2013 SHARE CAPITAL

The Issued subscribed and Paid-up Equity Share Capital of Company has remainedunchanged during the year. During the year under review the Company has not issued anysecurities convertible Warrants/Bonds and/or other debt securities which has likelyimpact on the Equity of the Company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013

Details Loans guarantees and Investments covered under the provisions of Section 186of the Companies Act 2013 are given in the notes to financial statements.

INSURANCE

Your Company has taken appropriate insurance for all assets against foreseeable perils.

15. EMPLOYEE STOCK OPTION SCHEME

Your Company has formulated the ‘‘Premco Global Limited Employee Stock OptionScheme 2017’’ for grant of Stock Options to certain employees of the Companywhich was approved by members pursuant to Special Resolution at Extraordinary AnnualGeneral Meeting held on 29th March 2017 and ‘’Premco Global Limited EmployeeStock Option Scheme-2017 Subsidiary Company Employees’’ which was approved bymembers through Special Resolution at Annual General Meeting held on 20th July 2017. TheCompany has not allotted any shares pursuant to aforesaid ESOP Schemes.

16. RELATED PARTY TRANSACTIONS

The Company has formulated a policy on dealing with Related Party Transaction. Thepolicy is placed on the website of the Company. All the transactions entered into withRelated Parties as defined under the Companies Act 2013 Regulation 2(1)(zc) andRegulation 23 of SEBI (LODR) Regulations 2015 during the financial year were in theordinary course of business and on an arm’s length basis. The Related PartyTransactions are disclosed in the notes of financial statements for the financial year2020-21 and the same is furnished in Form AOC-2 (Annexure-2) and is forming part of AnnualReport.

17. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following statement in terms of Section134(3)(c) of the Act:

i. that in the preparation of the Annual Accounts for the year ended March 31 2021the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

ii. the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2021 and of the profit ofthe Company for the year ended on that date;

iii. at 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. the annual accounts have been prepared 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; and vi. that the Directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.

Based on the framework of Internal Financial controls and compliance systemsestablished and maintained by the company work performed by the internal statutory andsecretarial auditors and external consultants including audit of internal financialcontrols over financial reporting by statutory auditors and the reviews performed bymanagement and the relevant board committees including the Audit committee the board isof the opinion that company’s internal financial controls were adequate and effectiveduring the FY 2020-21.

18. RISK MANAGEMENT POLICY AND FRAMEWORK

The Company’s risk management policy and framework is based on a clearunderstanding of various risks disciplined risk assessment and measurement procedures andcontinuous monitoring. The policies and procedures established for this purpose arecontinuously benchmarked with industry best practices. The Board of Directors hasoversight on all the risks assumed by the Company. The Board reviews the level anddirection of major risks pertaining to market liquidity operational compliance andcapital at risk as part of risk profile overview.

The Company’s business faces various risks - strategic as well as operational inrespect of all its Divisions. The Company has an adequate risk management system whichtakes care of identification assessment and review of risks as well as their mitigationplans put in place by the respective risk owners. The risks which were being addressed bythe Company during the year under review included risks relating to market conditionsenvironmental information technology etc. The Company has developed and implemented theRisk Management Policy with an objective to provide a more structured framework forproactive management of all risks related to the business of the Company and to make itmore certain that growth and earnings targets as well as strategic objectives are met.

In the opinion of the Board there is no such element of risk which may threaten thepresent existence of the Company.

19. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) of SEBI(LODR) Regulations 2015 the Board has carried out an annual performance evaluation of itsown performance and that its statutory committee and that of the individual directors.Independent Directors at their meeting without the participation of the Non-independentDirectors and Management considered / evaluated the Boards’ performance Performanceof the Chairman and other Non-independent Directors. The Board has undergone a formalreview which comprised Board effectiveness and review of materials.

The Board of Directors expressed their satisfaction with the evaluation process.

COMPANY’S CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In accordance with the requirements of the Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations 2015 and amendments thereto the Company hasalso in place a comprehensive code of conduct for prevention of insider trading.

20. CORPORATE GOVERNANCE

The Company is adhering to good corporate governance practices in every sphere of itsoperations. The Company has complied with the Corporate Governance requirements under theCompanies Act 2013 and as stipulated under Regulations 17 to 27 of the SEBI ListingRegulations) read with schedule II thereof. A separate report on Corporate Governanceforms part of this Report along with the Certificate from the Practicing Company Secretaryconfirming compliance with the conditions of Corporate Governance.

21. CORPORATE SOCIAL RESPONSIBILITY

The Company has a Policy on Corporate Social responsibility (CSR) duly approved by theBoard and the same has been hosted on Company’s website at https://www.premcoglobal.com/s/CSR-POLICY.pdf. The CSR budget for the Financial Year 2020-2021 wasprepared in accordance with the provisions of Section 135 (5) of the Companies Act 2013read with the Company’s CSR Policy. The amount so budgeted was fully spent on orbefore 31st March 2021 the detailed report on CSR Activities/ Initiatives isenclosed as Annexure-3 to the report.

22. ANNUAL RETURN & EXTRACTS OF ANNUAL RETURN

In compliance with Section 134 (3)(a) of the Companies Act 2013 the Annual Return andextract of Annual Return of the Company are made available on the website of the Companyat https://www.premcoglobal.com/investors.

23. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to Section 177(9) read with Regulation 22 of the SEBI Listing Regulationsyour Company has duly established Vigil Mechanism for Directors and employees to reportconcerns about unethical behavior actual or suspected fraud or violation ofcompany’s code of conducts or ethics policy. Audit Committee of the Board monitorsand oversee the vigil mechanism.

The detailed policy related to this vigil mechanism is available in the Company’swebsite at https://www. premcoglobal.com/s/Whistle-Blower-Policy.pdf.

24. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013

The Company has in place a Prevention of Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

The Company has been employing women employees in various cadres. There were noinstances taken place in the Company during the year which are required to be reportedunder Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013.

25. Quality Policy

Your Company strive for ‘excellence’ by providing customized solutionsproducts & services that best satisfies the requirements of our Customers andcontinuously improve quality reliability & service with the help of an effectiveQuality Management System encompassing all statutory regulatory health safety &environment requirements at our work place.

26. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Independent Directors are familiarized with their roles rights and responsibilities inthe Company as well as with the nature of industry and business model of the Companythrough induction programmers’ at the time of their appointment as Directors andthrough presentations on economy & industry overview key regulatory developmentsstrategy and performance which are made to the Directors from time to time.

27. DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES:

The Company does not have Joint Ventures/Associate Companies. The Company hasincorporated foreign subsidiary in Vietnam viz. Premco Global Vietnam Company Limited inwhich it holds 85%. Pursuant to the provisions of Section 129(3) of the Act a statementcontaining the salient features of financial statements of the Company’s subsidiariesin Form No. AOC-1 is annexed to the report(Annexure-1).

Further pursuant to the provisions of Section 136 of the Act the financial statementsof the Company consolidated financial statements along with relevant documents andseparate audited financial statements in respect of subsidiaries are available on theCompany’s website on https://www.premcoglobal.com/investors.

28. HUMAN RESOURCE

Company treats its "human resources" as one of the most important assets. TheManagement of the Company lays continuous focus on human resources who are trained andupdated on various issues from time to time to attain the required standards. The correctrecruitment practices are in place to attract the best technical manpower to ensure thatthe Company maintains its competitive position with respect to execution. Your Companycontinuously invests in attraction retention and development of talent on an ongoingbasis.

29. INTERNAL CONTROL AND ITS ADEQUACY

The Company has adequate internal controls and processes in place with respect to itsfinancial statements which provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements. These controls andprocesses are driven through various policies procedures and certifications. Theprocesses and controls are reviewed periodically. The Company has a mechanism of testingthe controls at regular intervals for their operating effectiveness to ascertain thereliability and authenticity of financial information.

30. Transfer of Unclaimed Dividend and Shares to Investor Education and Protection Fund(IEPF)

In compliance with the provisions of Section 124 (5) of the Companies Act 2013 readwith Investor Education and Protection Fund Authority (Accounting Audit Transfer andRefund) Rules a sum of Rs.195680 /- being the dividend lying unclaimed out of thedividend declared by the Company for the Financial Year 2012-2013 were transferred toIEPF. The details of the said unclaimed dividend transferred is available at the websiteof the Company athttps://www. premcoglobal.com/investors Similarly During the periodunder review 1700 Equity Shares pertaining to financial year 2012-2013 have beentransferred to IEPF authorities on 20.10.2020 vide Corporate Action in compliance with theprovisions of Section 124 of the Companies Act 2013 and Rule 6 of Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 aftersending letters to those Shareholders and also making an advertisement in the newspapersin this regard. Details of these shares transferred to IEPF are available on the websiteof the Company at https://www.premcoglobal.com/ investors.

31. SIGNIFICANT AND MATERIAL ORDERS:

There are no Significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company’s operations in future.

32. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ETC. & FOREIGN EXCHANGE EARNINGSAND OUTGOINGS:-

The information as required under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8(3) of the Companies (Accounts) Rules 2014 with respect to conservation ofenergy technology absorption and foreign exchange earnings is given below:

A. Conservation of energy:

I. The steps taken or impact on conservation of energy

The Company has invested a sum of Rs. 15 Lacs in Solar Panels in its Dadra Facility incompliance with local regulations. (5% of total Demand as envisaged in regulation)

II. The steps taken by the company for utilising alternate sources of energy

The Company’s present outlay does not recommend for alternate source of energy.The Company is in the process of identifying high consumption areas of electricity and hasbeen workings on to replace high capacity motors in covering dept. with energy efficientnew motors which should give a huge saving.

III. The capital investment on energy conservation equipments

As explained in point No.(ii) above the Company do not propose any major capitalinvestment on energy conservation equipment’s because the existing arrangement aresufficient to cater the company need and are cost effective.

B. Technology absorption:

I. The efforts made towards technology absorption.

The Company made significant efforts towards up-gradating / modifying machines andlatest technology for better productivity to reduce operating costs and wastages.

The benefits derived like product improvement cost reduction product development orimport substitution

The improved efficiency in production has resulted in substantial cost reduction due tolower wastages. The Company is endeavor to deliver best quality products at a lower cost.

II. The details of technology imported

Company imported new technology/looms during current Financial Year for augment andhigher capacity.

C. Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgoes during the year are: (Rs. In Lacs)

PARTICULARS 2020-2021 2019-20
Foreign Exchange Earning 2076.35 1746.56
Foreign Exchange Outgo
-Raw Materials & Spares - -
-Capital Goods 34.33 39.61
-Travelling 8.17 71.70
-Expenses for Export - 2.38
-Insurance Charges - -
-Professional Fees 106.94 70.11
-Others 5.59 -

33. MANAGERIAL REMUNERATION

A) Details of the ratio of the remuneration of each director to the medianemployee’s remuneration and other details as required pursuant to Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel)Rules 2014

Name of the Director Designation Ratio of remuneration to median remuneration to all employees
Mr. Ashok B. Harjani Chairman & Managing Director 39.66
Mr. Lokesh P. Harjani Whole Time Director 27.80
Mrs. Nisha P. Harjani CFO & Director 17.87
Mrs. Sonia A. Harjani Director 1.01

B) The percentage increase in remuneration of each

Director Chief Financial Officer Chief Executive Officer Company Secretary.

Particulars % increase in remuneration
Mr. Ashok B. Harjani Managing Director 10%
Mr. Lokesh P. Harjani Whole Time Director 10%
Mrs. Nisha P. Harjani CFO& Director 10%
Mrs. Sonia A. Harjani Director 10%
Mr. R. C. Panwar CEO 10%
Mr. Gaurish Tawte Company Secretary 10%

-Independent Directors are given only sitting fees.

C) Percentage increase in the median remuneration of employees in financial year 5%.

D) The number of permanent employees as on 31st March 2021 was 199.

E) Company has not made any public offer in the recent previous and accordingly thecomparison of public offer price and current market price would not be relevant.

F) Average percentile increase already made in the salaries of employees other than themanagerial personnel in last financial year and its comparison with the percentileincrease in managerial remuneration and justification thereof and point out if there areany exceptional circumstances for increase in the managerial. :- It can be seenthat increase in managerial remuneration is quite minimal as compared to last year andthe same has been approved by Nomination and Remuneration Committee. Whereas theemployee’s remuneration has been increased as per market trends and in line of trade.

G) No employee’s remuneration throughout the year 2020-2021 exceeded Rupees OneCrore and two Lakh or more per annum.

H) No employee employed for a part of the year is in receipt of remunerationaggregating to Rupees Eight Lakhs Fifty thousand or more per month.

I) Any shareholder interested may write to the Company Secretary for obtaining thestatement containing particulars of employees as required under Section 197(12) of the Actread with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. Further the report and the accounts are being sent to the membersexcluding the aforesaid. The same is also open for inspection at the Registered Office ofthe Company.

J) No employee’s remuneration was in excess of the remuneration drawn by themanaging director or whole-time director or manager and does not holds by himself or alongwith his spouse and dependent children any equity shares more than 2% of the of thecompany.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34 of the Listing regulations theManagement’s discussion and analysis report is annexed to the Annual report.

35. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the co-operation extendedby all the employees Bankers Financial Institutions various State and CentralGovernment authorities and stakeholders.

For Premco Global Limited

Sd/-

Ashok B. Harjani

Chairman & Managing Director

DIN-00725890

Place: Mumbai

Date: 24thJune 2021

.