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Premier Ltd.

BSE: 500540 Sector: Engineering
NSE: PREMIER ISIN Code: INE342A01018
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VOLUME 501
52-Week high 13.50
52-Week low 3.31
P/E
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.40
CLOSE 4.40
VOLUME 501
52-Week high 13.50
52-Week low 3.31
P/E
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Premier Ltd. (PREMIER) - Director Report

Company director report

Dear Members

Presentation on 75th Annual Report together with the Audited FinancialStatements of the Company for the year ended 31st March 2021 is hereby submitted asunder:

INITIATION OF CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP)

The National Company Law Tribunal (“NCLT”) Mumbai Bench vide order dated29th January 2021 (“Insolvency Commencement Order”) has initiated corporateinsolvency resolution process (“CIRP”) based on petition filed by Anand RathiGlobal Finance Limited under section 7 of the Insolvency and Bankruptcy Code 2016(“the Code”). Ms. Kanak Jani IP Registration No.IBBI/IPA-001/IP-P-01757/2019-2020/12685 was appointed as interim resolution professional(“IRP”) to manage affairs of the Company in accordance with the provisions ofthe Code. At the first meeting of the committee of creditors held on 04th March 2021 Ms.Kanak Jani had been confirmed as Resolution Professional (“RP”/ “ResolutionProfessional”) for the Company. Pursuant to the Insolvency Commencement Order and inline with the provisions of the Code the powers of the Board of Directors were suspendedand the same were to be exercised by IRP / RP.

Since the company is under Corporate Insolvency Resolution Process (CIRP) as perSection 17 of the Insolvency & Bankruptcy Code from the date of appointment of theResolution Professional.

(a) the management of the affairs of the company shall vest in the ResolutionProfessional.

(b) the powers of the Board of Directors of the company shall stand suspended and beexercised by the Resolution Professional.

(c) the officers and managers of the company shall report to the ResolutionProfessional and provide access to such documents and records of the company as may berequired by the Resolution Professional.

(d) the financial institutions maintaining accounts of the company shall act on theinstructions of the Resolution Professional in relation to such accounts and furnish allinformation relating to the company available with them to the Resolution Professional.

FINANCIAL RESULTS

The summarized financial performance highlight is presented in the table below:

Particulars Standalone Consolidated
FY 2020-21 FY 2019-20 FY 2020-21 FY 2019-20
Revenue from Operations 200.00 986.96 200.00 986.96
Other Income 538.05 66.97 538.05 66.97
Total Income 738.05 1053.93 738.05 1053.93
EXPENSES: 8573.58 17262.88 8573.58 17262.88
Profit/(Loss) before exceptional items and tax (7835.53) (16208.95) (7835.3) (16208.95)
Exceptional Items (408.80) 14087.11 (408.80) 14087.11
Profit/(Loss) before tax (8244.33) (2121.84) (8244.33) (2121.84)
Provision for current tax deferred tax and other tax expenses 45.67 4585.66 45.67 4585.66
Profit/ (loss) for the period (8290.00) (6707.50) (8290.00) (6707.50)

PERFORMANCE REVIEW

Your company has incurred a net loss of Rs. 8290.00 lakhs during the year under reviewas against Rs.6707.50 lakhs in the previous financial year.

DIVIDEND

Your Company is under Corporate Insolvency Resolution Process (CIRP) and incurringlosses the Board of Directors (suspended during CIRP) does not recommend any dividend forthe year 2020-21.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act 2013 there was dividendtransferred to the unpaid dividend account for the period of 7 years. Further dividendremains unclaimed for F.Y 2013-14.

TRANSFER TO RESERVES

The Company has not transferred any amount to reserves during the year under review

CHANGE IN SHARE CAPITAL

There is no change in the share capital of the Company during the year under review

ANNUAL RETURN

As per Section 92(3) read with 134(3)(a) of the Companies Act 2013 the Annual returnas on March 31 2021 is available on the website of the Resolution Professional(“RP”) i.e https://sunresolution.in/premier-limited-agm/

NUMBER OF BOARD MEETINGS

The corporate insolvency resolution process (CIRP) of the Company has been in effectfrom January 29th 2021 as per the Orders passed by Hon'ble National CompanyLaw Tribunal Mumbai Bench. Prior to the commencement of CIRP the Board of Directors metthree times during the financial year 2020-21 and thereafter since January 29th2021 the powers of the Board of Directors have been suspended during the CIRP period. Thedates of board meetings are July 31 2020 September 15 2020 and November 11 2020.

OPERATIONS & MANAGEMENT DISCUSSION AND ANALYSIS

The current year's operations are covered in the Management Discussion and AnalysisReport. This Report as stipulated under Schedule V to the SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 is presented in a separate section formingpart of this annual report.

CORPORATE GOVERNANCE

The Report on Corporate Governance as stipulated in Schedule V to the SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 forms part of this Report.Further it is stated that:

(i) The corporate insolvency resolution process (CIRP) of the Company has been ineffect from January 29th 2021 as per the Orders passed by Hon'ble NCLTMumbai Bench. Prior to the commencement of CIRP the Board of Directors met three timesduring the financial year 2020-21 and thereafter since January 29th 2021 thepowers of the Board of Directors have been suspended during the CIRP period. The detailsare given in Item No 5 of a Corporate

Governance Report.

(ii) The composition of Audit Committee and other particulars are given in item No 6 ofthe Corporate Governance Report

(iii) The Company has established a vigil mechanism for directors and employees toreport their genuine concern and grievances. No personnel had been denied access to theAudit Committee.

(iv) The Company has adopted Risk Assessment Procedure which provides an approach bythe Management to identify potential events that may affect the Company to manage therisk within its risk appetite and to provide reasonable assurance regarding theachievement of the objectives of the Company. The Management prioritizes the risk andfinalizes the action plan for mitigation of the key risks. The Board is of the opinionthat there are no elements of risk which may threaten the existence of the Company.

(v) The numbers of shares held by non-executive directors as on 31.03.2021 have beendisclosed in item No 13 of the Corporate Governance Report.

(vi) The meeting of Independent Directors was not held till 28th January2021 pursuant to requirements under Schedule IV of the Companies Act 2013.

(vii) The report on Corporate Governance as stipulated under SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 is presented in a separate section formingpart of this annual report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The directors and KMP of the company as on March 31 2021 are as under:

Maitreya Doshi Chairman & Managing Director
Rohita Doshi Non-Executive Director
S. Padmanabhan Non-Exe. Independent Director
Dilip J.Thakkar Non-Exe. Independent Director
*Asit Javeri Non-Exe. Independent Director
Udo Weigel Non-Exe. Independent Director
Ramesh Adige Non-Exe. Independent Director

*Ceased to be director w.e.f 21.04.2021)

Pursuant to the NCLT order for commencement of the CIRP and in line with the provisionsof the Code the powers of the Board of Directors stand suspended and exercised by RP.

DIRECTORS RESPONSIBILITY STATEMENT

As required by Section 134(3)(c) of the Companies Act 2013 the Board of Directors(suspended during CIRP) state that:

(a) In the preparation of the annual accounts for the financial year ended March 312021 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

(b) 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 at the end of the financial year and ofthe profit and loss of the Company for that period;

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

(d) The Directors had prepared the annual accounts on a going concern basis;

(e) 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

(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

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

The Company have not given any loans or guarantees covered under the provisions ofSection 186 of the Companies Act 2013. The details of the investments made by the companyare given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were no material contracts or arrangements with related parties during the yearunder review as referred in sub-section (1) of section 188 of the Companies Act 2013 andhence disclosure in Form AOC-2 is not attached.

PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO

The details as required under Clause-3 of Rule 8 of the Companies (Accounts) Rules2014 are provided in Annexure - I to the Directors' Report.

PARTICULARS OF EMPLOYEES

The particulars of employees who were in receipt of remuneration not less than Rs.60lacs for the financial year ended on 31st March 2021 are given below:

Name of the employee Mr. Maitreya Doshi
Designation of employee Ex-Chairman & Managing Director
Remuneration received 205.32 Lakh
Nature of employment Contractual
Date of commencement of employment 16.12.1985
Qualification of the employee MBA BA (Eco)
Experience of the employee 36 years
Age of the employee 59 years
Last employment -
Qualification of the employee MBA BA (Eco)

The information required under Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and remuneration of managerial personnel) Rules2014 and forming part of the Directors' Report for the year ended 31st March 2021 is givenin a separately Annexure - II to the Directors' Report

FIXED DEPOSITS

The Company has not either invited or accepted or renewed deposits from the members andpublic during the financial year ended 31st March 2021 under Chapter-V of the CompaniesAct 2013.

STATUTORY AUDITOR

M/s Jayesh Dadia & Associates LLP Chartered Accountants (ICAI Firm RegistrationNumber 121142W / W100122) were appointed as Statutory Auditors of the Company for a periodof five years at the 71st Annual General Meeting held on 14th September 2017.

INTERNAL AUDITOR

Pursuant to provisions of Section 138 of the Companies Act 2013 and Rules framed thereunder M/s. Bolia Kavdia & Associates Chartered Accountants (ICAI Firm RegistrationNumber 148373) were appointed as Internal Auditor of the Company for the financial year2020-21.

COST AUDITOR

Maintenance of cost records as specified by the Central Government under Section 148 ofthe Companies Act 2013 is not applicable to the Company during the year under review.

OTHER DISCLOSURES

The particulars as required under Section 134(3) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 are given below:

(i) The Company has in place adequate internal financial controls with reference tofinancial statements and such controls are adequate and are operating effectively. (ii) Asper Section 92(3) read with 134(3)(a) of the Companies Act 2013 the Annual return as onMarch 31 2021 is available on the website of the Resolution Professional (“RP”)i.e https://sunresolution.in/premier-limited-agm/

(iii)The Nomination and Remuneration Policy under Section 178(3) of the Companies Act2013 is given in Annexure - III to the Directors' Report.

(iv)The report on the Corporate Social Responsibility under Companies (Corporate SocialResponsibility Policy) Rules 2014 is given in Annexure - IV to the Directors' Report.

(v) The Secretarial and Legal Compliance Audit Report in Form MR-3 prescribed underRule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 read with Section 204(1) of the Companies Act 2013 is given in Annexure - V to theDirectors' Report.

(vi)There are qualified opinion/s made by the Statutory Auditors/secretarial auditorwhich are self-explanatory in their respective reports.

(vii) The Nomination & Remuneration Committee of the Board has laid down the policyon Director's appointment remuneration and criteria for determining qualificationsindependence of directors etc. Para-1 of the Corporate Governance Report discloses thecriteria for payment of remuneration to Non-executive Directors and details ofremuneration paid to the Managing Director and that the Company does not have Stock OptionScheme.

(viii)Certificate of Non-disqualification of Directors pursuant to Regulation 34(3) ofSEBI(LODR) 2015 is given in Annexure - VI to the Director Report

(ix)The formal annual evaluation of the Board and individual directors has not beencarried till 28.01.2021. After that the company has been admitted to the CIRP with effectfrom 29.01.2021.

(x) The Company has not entered into contract with related parties within the meaningof Section 188(1) of the Companies Act 2013 read with Rule 15 of the Companies (Meetingsof Board and its Powers) Rules 2014.

(xi)The Company is not a subsidiary of any other company nor has a subsidiary company.The Company has existing associate company namely PAL Credit & Capital Ltd.(PCCL).The consolidated financial statements presented herewith include the financials of PCCL.PCCL has discontinued its operations due to lack of funds.

(xii) Pursuant to provisions of Section 134(3) (ca) of the Companies Act 2013 it ishereby confirmed that during the year 2020-21 there have been no frauds reported by theAuditor. (xiii) The National Company Law Tribunal (“NCLT”) Mumbai Bench videorder dated 29th January 2021 (“Insolvency Commencement Order”) has initiatedcorporate insolvency resolution process (“CIRP”) based on petition filed byAnand Rathi Global Finance Limited under section 7 of the Insolvency and Bankruptcy Code2016 (“the Code”). Except the said order no other significant or materialorders were passed by the Regulators or Courts or Tribunals.

(xiv)The Company has adopted policy under Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and has constituted a committee asrequired under the Act and the Rules thereunder. No cases filed or any complaints werereceived during the year.

(xv) The Directors confirm that the applicable Secretarial Standards i.e. SS-1 andSS-2 relating to ‘Meetings of the Board of Directors' and ‘General Meetings'respectively have been duly followed by your Company.

ACKNOWLEDGMENTS

The Board of Directors (suspended during CIRP) wish to express appreciation for thesupport and cooperation of the Committee of Creditors various departments of Central andthe State Governments Bankers Financial Institutions Suppliers Employees andAssociates.

For and on behalf of the Board (Suspended during CIRP)

Maitreya Doshi

Chairman & Managing Director

DIN: 00060755

Date: December 06 2021

Place: Mumbai

.