You are here » Home » Companies » Company Overview » Premier Polyfilm Ltd

Premier Polyfilm Ltd.

BSE: 514354 Sector: Industrials
NSE: PREMIERPOL ISIN Code: INE309M01012
BSE 00:00 | 17 Sep 21.35 -1.80
(-7.78%)
OPEN

21.85

HIGH

22.00

LOW

21.35

NSE 00:00 | 17 Sep 21.35 -1.90
(-8.17%)
OPEN

23.05

HIGH

23.05

LOW

21.25

OPEN 21.85
PREVIOUS CLOSE 23.15
VOLUME 660
52-Week high 38.65
52-Week low 19.40
P/E 9.20
Mkt Cap.(Rs cr) 45
Buy Price 21.35
Buy Qty 200.00
Sell Price 22.50
Sell Qty 25.00
OPEN 21.85
CLOSE 23.15
VOLUME 660
52-Week high 38.65
52-Week low 19.40
P/E 9.20
Mkt Cap.(Rs cr) 45
Buy Price 21.35
Buy Qty 200.00
Sell Price 22.50
Sell Qty 25.00

Premier Polyfilm Ltd. (PREMIERPOL) - Director Report

Company director report

TO THE MEMBERS

Your Directors present the Twenty Sixth Annual Report together with Audited Accountsfor the year ended on 31st March 2018.

(Rs. In Lakhs)

Particulars For the year ended 31st March 2018 For the year ended 31st March 2017
Sales & Other Income 14501 11524
Operating profit before providing for interest & Depreciation 1284 1036
Less:
Interest 272 252
Depreciation 295 219
567 471
Net Profit before taxation 717 565
Less:
Tax Expenses 255 212
Net Profit after tax 462 353
Changes in fair value of FVTOCI Equity Securities (14) (6)
Re-measurements of post employment benefits obligations 23 23
Basic and diluted earning per share 2.24 1.72
Face value per equity Share 5.00 5.00
471 370

COMPANY’S PERFORMANCE STATE OF AFFAIRS OF THE COMPANY AND FUTURE PROSPECTS

During the period under review your company produced 19380 M.T. of PVC flooringSheetings Films etc. as against 15829 M.T. produced during the previous year achievinga capacity utilization of 93.62 % as compared to around 76.47 % in the previous year. TheCompany achieved higher capacity utilization with the installation and utilization of newPlant & Machinery. Sales and Income during the year under review was Rs.14501 Lakhsagainst Rs.11524 Lakhs. Profit before tax during 2017-2018 was Rs. 717 Lakhs againstRs.565 Lakhs during the year 2016-2017. However net profit of the company after tax wasfor Rs. 462 Lakhs against Rs.353 Lakhs during last year. Despite facing tough competitionfrom imported finished goods the products of your company are well received in the marketand the market will not be a constraint. M/s Kotak Mahindra Bank Limited sanctioned anddisbursed Working Capital facilities and Term Loan. Despite facing tough competition fromimported finished goods and excess capacity in domestic market. Your Company was able toincrease turnover. Barring unforeseen circumstances the unit will start generatingadditional profits for the company in the current financial year.

DETAILS OF DIVIDEND DECLARED

Encouraged by the performance of the company The Board of your company is pleased torecommend for your approval payment of dividend @ 0.50 per equity share of Rs.5/- each forthe year ended on 31st March2018.

RESERVES

During the year under review the Board has transferred an amount of Rs.30000000(Rupees Three Hundred Lakhs only) to General Reserves.

SUBSIDIARIES AND ASSOCIATES

As per provisions of the Section 129 and other applicable provisions if any of theCompanies Act2013 your company has no Subsidiaries or Associate company.

QUALITY CONTROL

Your Company continues to hold prestigious ISO 9001:2008 certification for quality asmanufacturer and exporter of PVC products namely Marbled (Contract) Printed and TechnicalFlooring Leather Cloth Sheeting Humidity Barrier and Geo Membrane. Bureau of IndianStandards has granted BIS certification Mark ISI for Unbacked Flexible PVC FlooringSheets or rolls and tiles for 1.5 mm and 2.00 mm thickness vide IS No. 3462:1986.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company’s policy on directors’ appointment and remuneration and othermatters provided in Section 178(3) of the Companies Act2013 has been disclosed in theCorporate Governance Report which forms part of the Directors’ Report.

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Companies Act2013 the extract of Annual Returnis given in Annexure "I" in the prescribed Form MGT-9 which forms part ofthis report.

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) of the Companies Act 2013 yourDirectors state:-

(I) That in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures ;

(II) That your Directors have selected such accounting policies and applied themconsistently and made judgment and estimates that are reasonable and prudent so as to givea true and fair view of the state of affairs of the company at the end of the financialyear and of the profit or loss of the company for that period ;

(III) That your Directors have taken proper and sufficientcare for the maintenance ofadequate accounting records in accordance with the provisions of the Act for the assets ofyour company and for preventing and detecting fraud and other irregularities;

(IV) That your Directors have prepared the annual accounts on a going concern basis ;

(V) That the directors have laid down proper internal financial controls which arefinancial controls are adequate and were operating effectively ; and

(VI) That the directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

DISCLOSURE ON CORPORATE SOCIAL RESPONSIBILITY POLICY

The Corporate Social Responsibility Policy was adopted by the company for the financialyear 2015-2016. The Corporate Social Responsibility Committee (CSR) of the board wasconstituted by the Board in their Meeting held on 12-09-2016 under the provisions ofSection 135 of the Companies Act 2013 read with Companies (Corporate SocialResponsibility Policy) Rules 2014 as net profit of the Companyforthefinancialyear2015-2016 had exceeded Rs. 5 Crores as defined in the definitionof the Net profit for thepurpose of calculation of net profit under the provisions of Corporate SocialResponsibility Rules and under the Companies Act 2013. For the Financial year 2017-2018 asum of Rs. Rs.1033439/- (Rupees Ten Lakhs Thirty Three Thousand Four Hundred Ninety Nineonly) was allocated for CSR activity. This amount was spent through Shree MagniramBaijnath Goenka Charitable Trust partly to meet the proposed expenditure by Shree MagniramBaijnath Goenka Charitable Trust for their hospital i.e. Gomati Goenka Matri Sadan forConstruction of additional Ward for Patients. Cumulative expenditure up to the reportingperiod is Rs.1902932/- (Rupees Nineteen Lakhs Two Thousand Nine Hundred Thirty Twoonly). A report on CSR attached as Annexure ‘XI’ to the Directors Report.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The particulars of loans guarantees and investments have been disclosed in thefinancial statements.

DETAILS OF AUDITORS QUALIFICATIONS AND REPLY OF MANAGEMENT

The Auditor’s Report for the Financial year 2017-2018 does not have any details ofqualifications.

PARTICULARS OF EMPLOYEES

The informations as required under Section 197 of the Companies Act2 013 read withrule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules2014 are attached given below :

(a) The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year.

Non Executive Director Ratio to median remuneration
Shri Kamlesh Kumar Sinha -
Shri Jaspal Singh Marwah -
Shri Manoj Kumar Gupta -
Smt. Rashmee Sinbghania -

 

Executive Director Ratio to median remuneration
Shri Amar Nath Goenka 15.90
Shri Amitaabh Goenka 17.23
Shri Sumat Parsad Jain 7.41

(b) The percentage increase in remuneration of each director Chief Executive Office& Company Secretary in the financial year :

Director Chief Executive Officer % increase in remuneration in the financial year
Chief Financial Officer and Company Secretary
Shri Kamlesh Kumar Sinha -
Shri Jaspal Singh Marwah -
Shri Manoj Kumar Gupta -
Smt. Rashmee Sinbghania -
Shri Amar Nath Goenka Managing Director 59
Shri Amitaabh Goenka Executive Director 65
Shri Sumat Parsad Jain Executive Director -
Shri N K Bhandari Company Secretary 15.16

(c) The percentage increase in the median remuneration of employees in the financialyear : 11.43%.

(d) The number of permanent employees on the roll of company : 245

(e) The explanation on the relationship between average increase in remuneration andcompany performance :

On an average employees received an annual increase of 10%. The individualincrements varied from 0.00 % to 65 % based on individual performance.

(f) Comparison of the remuneration of the key managerial personnel against theperformance of the company :

Aggregate remuneration of Key Managerial personnel (KMP) in financial year 106.31
2017-2018 (Figures in Rupees in Lakhs)
Revenue (Figures in Rupees in Lakhs) 14501.27
Remuneration of KMPs (as % of revenue) 0.73
Profit before Tax (PBT) (Figures in Rupees in Lakhs) 716.80
Remuneration of KMPs (as % of PBT) 14.83

(g) Variation in the market capitalization of the Company price earnings ration as atthe closing date of the current financial year and previous financial year.

Particulars March 31 2018 March 31 2017 % change
Market Capitalization (Rupees in lakhs) 10788 7311 16.32
Price Earnings Ratio 2.24 1.72 0.52

(h) Percentage increase or decease in the market quotations of the shares of thecompany in comparison to the rate at which the company came out with the last public offer:

Particulars March 31 2018 1995* (Right cum Public Issue) % change
Market Price (BSE) 51.50 14.25 261.51%
Market Price (NSE) 50.10 12.50 300.81%

* In the year 2003 the face value of equity share was reduced from Rs.10/- per equityshare to Rs.2.50 per equity share in compliance with the Orders of the Hon’ble BIFR.Further pursuant to a resolution passed by the Shareholders of the company in the year2009 the face value of the equity Shares was changed from Rs.2.50 per equity shares toRs.5/- per equity share and one equity share was issued against the holding of two equityshares held by a shareholders. Price per share at BSE was Rs.28.50 for paid up face ofRs.10/- each and at NSE was Rs.25/-. These rates were taken at half the price due tochange in face value.

(i) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in managerial remuneration :

The average annual increase was around 10%. However during the year the total averageincrease in managerial and key personnel was 34.79% which is considered to be reasonable.

(J) Comparison of remuneration of each key managerial personnels against theperformance of the company :

Shri Amar Nath Goenka Managing Director and CFO Shri Amitaabh Goenka Executive Director Shri Sumat Parsad Jain Executive Director Shri N K Bhandari Company Secretary
Remuneration in FY 2018 ( Rs. In Lakhs) 36.57 39.62 17.04 13.07
Revenue ( Rs. In Lakhs) 14501.27 14501.27 14501.27 14501.27
Remuneration as % of revenue 0.25 0.27 0.12 0.09
Profit before tax ( Rs. In Lakhs) 716.81 716.81 716.81 716.81
Remuneration ( as % of PBT) 5.10 5.52 2.38 1.82

(k) key parameters for any variable component of remuneration availed by the directors:

There is no variable components involved in the remuneration of Directors. TheDirectors are being paid remuneration as approved by the shareholders of the company. Thesalary of Shri Amar Nath Goenka Managing Director of the company was revised by thecompany upon his reappointment as Managing Director of the Company with effect from18-02-2018 and salary of Shri Amitaabh Goenka Executive Director of the Company wasrevised with effect from 01-10-2017.

(l) The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year:

None

(m) Affirmation that the remuneration is as par the remuneration policy of the company:

The company affirms remuneration is as per the remuneration policy of the company.

(n) The Statement containing particulars of employees as required under Section197(12) of the Companies Act2013 read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules2014 is not applicable as none of theemployees of the company is covered under the provisions of the act and rules madethereunder.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars regarding conservation of energy technology absorption and foreignexchange earnings and outgo as prescribed Under Section 134(3) (m) of the Companies Act2013 are annexed as Annexure "II".

AUDITORS Statutory Auditor

The Auditors M/s M A R S & Associates Chartered Accountants Auditors of thecompany were appointed as Statutory Auditors of the Company by the shareholders at the25th Annual General Meeting held on 27.09.2017 to hold office of Statutory Auditors of theCompany upto the conclusion of the 30th Annual General Meeting of the Company to be heldin the year 2022 subject to ratification as every Annual General Meeting. A resolution forthe appointment of Statutory Auditor forms the part of Notice convening the ensuing AnnualGeneral Meeting.

Secretarial Auditor

As required under Section 204 of the Companies Act 2013 (as amended or re-enacted fromtime to time) read with Rule 9 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 and other applicable provisions if any of the CompaniesAct 2013 Shri Nitin Gupta Practicing Company Secretary was appointed as SecretarialAuditor of the company to conduct the secretarial audit of the company for the financialyear 2017-2018 by the Board of Directors of the Company in their

Meeting held on 29.05.2017. The Secretarial Audit Report for the FY 2017-18 forms partof the Annual Report is attached as Annexure "III" to the Directors’Report.

Internal Auditor

The Company has in place adequate Internal financial control with reference tofinancial statements. During the year such control were tested and no reportable materialweakness in the design or operations were observed. The Internal Auditor directly reportsto the Audit Committee.

Cost Accountant

As per the requirements of the Central Government and pursuant to Section 148 of theCompanies Act2013 read with the Companies (Cost Records & Audit) Rules2014 asamended from time to time your Company is to maintain cost accounting records in Form CRA1 and certify them for products(s)/ Service covered under the Cost Records Rules 2014 forthe year ending 31st March 2018 pursuant to section 148(1) of the Companies Act 2013 andother applicable provisions of the Companies Act 2013 read with the Companies (Audit& Auditor) Rules 2014.

M/s Cheena & Associates was appointed as the "Cost Accountant" of theCompany by the shareholders of the Company in 25th Annual General Meeting held on27.09.2017 to maintain cost accounting records in "Form CRA 1" and certify themfor Product(s)/ Services Covered under Cost Records Rules 2014 for the year ending 31stMarch 2018 pursuant to section 148(1) of the Companies Act 2013 and other applicableprovisions of the Companies Act 2013 read with the Companies (Audit & Auditor) Rules2014.

On the recommendation of the Audit Committee The Board of Directors in their Meetingheld on 29th May 2018 have appointed M/s Cheena & Associates Cost Accountants tomaintain cost accounting records in "Form CRA 1" and certify them forProduct(s)/ Services Covered under Cost Records Rules 2014 for the year ending 31st March2019 at a remuneration of Rs. 40000/- (Rupee Forty Thousand Only) plus GST and out ofpocket expenses. A resolution for the appointment of Cost Auditor forms part of the Noticeconvening the Annual General Meeting.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and at arm’s lengthbasis. During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions. None of thetransactions with related parties falls under the scope of Section 188(1) of the CompaniesAct2013.Your Directors draw attention of the members to Note 2.33 financialstatementwhich sets out related party to the disclosures.

Information on transactions with related parties pursuant to clause (h) of sub-section(3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules2014 aregiven in Annexure " IV" in Form No. AOC-2 and form integral partof the Directors’ Report.

DIRECTORS

Shri Sumat Parsad Jain

Shri Sumat Parsad Jain Director of the Company retire by rotation at the ensuingAnnual General Meeting and being eligible offers himself for re-appintment. Shri SumatParsad Jain was appointed as Director of the company under the category of "Executive Director". It is also proposed to re-appoint Shri Sumat Parsad Jain asExecutive Director for a term of twelve (12) months. Shri Sumat Parsad Jain has beencontinuing as Executive Director of the Company since 26th June2004 and his lastreappointment as Executive Director was approved by the Shareholders in the Twenty ThirdAnnual General Meeting of the company held on 21st September 2015 for a period of three(3) years under Schedule V of the Companies Act 2013 with effect from 1st April 2016till 31st March 2019 at a remuneration of Rs.81000/- (Rupees Eighty One Thousand only)per month as basic salary plus perquisites admissible under Schedule V to the CompaniesAct2013. The present term of Shri Sumat Parsad Jain expires on 31/03/2019 and the nextAnnual General Meeting of the company would be held on or before 30th September2019 i.e.in any case after the expiry of his present tenure on 31/03/2019. It isthereforeproposed to reappoint Shri Sumat Parsad Jain as Executive Director in the ensuing AnnualGeneral Meeting for a further period of twelve (12) months with effect from 01/04/2019under Schedule V to the Companies Act2013 at the revised remuneration plus perquisites asgiven in the Notice for the ensuing Annual General Meeting.

As per provisions of the Companies Act2013 any appointment or reappointment of wholetime Director including Executive Directors requires approval of the Shareholders in theirGeneral Meeting. Further in case of inadequate profit or no profit Executive Director canbe appointed under Schedule V of the Companies Act2013 upto a period not exceeding threeyears without obtaining the consent of the Central Government provided that such approvalis accorded by the shareholders by a Special Resolution moved in the Notice for AnnualGeneral Meeting. It is therefore proposed to pass the Special Resolution approvingreappointment of Shri

Sumat Parsad Jain as Executive Director for a term of twelve (12) months on the Termsand Conditions as specified in the Notice of the Twenty Sixth Annual General Meeting underSchedule V of the Companies Act 2013. The Board of Directors of the company have approvedreappointment of Shri Sumat Parsad Jain as Executive Director for twelve (12) months i.e.upto 31/03/2020 in their Meeting held on 29/05/2018 on the recommendations of theNomination and Remuneration Committee subject to approval by the

Members of the company and subject to such other approvals permissions and sanctionsas may be necessary.

Shri Shri Sumat Parsad Jain is not a Director in any other company. However he ismember of the Share Transfer Committee Audit Committee Stakeholders RelationshipCommittee Assets Sales Committee Share Allotment Committee and Corporate SocialResponsibility Committee. Shri Sumat Parsad Jain holds NIL Equity Shares of the Company.

The disclosure under Securities & Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations2015 is provided at Annexure "V" ofthe Notice of the ensuing Annual General Meeting.

Shri Sumat Parsad Jain is 72 years old and holds a University Degree. He has more than50 years of experience as an Executive and hence the salary and perquisites proposed toprovide to him are considered reasonable. Further the remuneration and perks given in theNotice convening the Twenty Sixth Annual General Meeting are within the prescribed limitsof Schedule V of the Companies Act 2013.

In terms of the good Corporate Governance guidelines of the Company the Board ofDirectors of the Company at their meeting held on 29th May 2018 recommended the proposalfor the reappointment at revised/enhanced payment of remuneration and perks to Shri ShriSumat Parsad Jain Executive Director of the Company on the recommendations of theNomination and Remuneration Committee.

Shri Shri Sumat Parsad Jain has given declaration and has confirmed that he has notbeen convicted of any offence in connection with the promotion formation and/ormanagement of any company or LLP and has not been found guilty of any fraud or misfeasanceor of any breach of duty to any company under this Act or any previous company law in thelast five years and that his total directorship in all companies shall not exceed theprescribed number of companies in which a person can be appointed as a director. In theopinion of the Board Shri Sumat Parsad Jain is a person of integrity and possessesrelevant expertise competence and experience to hold office of the Director of theCompany and his appointment as an Executive Directors of the company would be beneficialto the Company.

Shri Kamlesh Kumar Sinha

Shri Kamlesh Kumar was appointed as Non executive Independent Director of the Companyby the Board of Directors of the Company in their Meeting held on 27-05-2014 upto 31stMarch2019. His appointment was approved by the Shareholders of the Company in the TwentySecond Annual General Meeting held on 27th September2014. Shri Kmalesh Kumar Sinha hasbeen continuing as Non Executive Independent Director of the Company till date. TheSecurities And Exchange Board of India

(SEBI) vide its notification dated 09th May2018 has made it mandatory to the passingof Special Resolution for the continuation of directorship of any person as a nonexecutive director who has attained the age of seventy five years unless a specialresolution is passed by the Shareholders of the Company to that effect. Shri Kamlesh KumarSinha would be attaining the age of 75 years on 11th November2018. and hence your Boardsrecommends passing of the special resolution as given in the Notice for Twenty SixthAnnual General Meeting.

Shri Kamlesh Kumar Sinha holds. a Post Graduate with Degree in Law and has donecertificate course in Business Management.

He has experience of around 52 years in commercial affairs with specialization inmarketing. He is also director on the Board of M/s Premier Irrigation Exports Limited andM/s Premierworld Technologies Limited. Shri Kamlesh Kumar Sinha is also member of Assetssales Committee and Nomination & Remuneration Committee of directors of the company

Shri Kamlesh Kumar Sinha is a fit and proper person to be continued to be Non Executiveindependent Director of the and he is independent of the Management.

DECLARATION BY THE INDEPENDENT DIRECTORS

Independent Directors have submitted their disclosures to the Board that they fulfillall the requirements as stipulated in section

149(6) of the Companies Act2013 so as to qualify themselves to be appointed asIndependent Directors under the provisions of the Companies Act2013 and the relevantRules.

STOCK EXCHANGES

The equity shares of your company are listed at the Stock Exchanges as per detailsgiven in the Annexure "VI" and forming part of Directors’ Report tothe Members. The equity shares of the company are traded at these Stock Exchanges.

CORPORATE GOVERNANCE

A separate Report on Corporate Governance along with the General shareholdersInformation as prescribed under the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations2015 along with a certificate fromthe Auditors of the Company regarding compliance of the conditions of the CorporateGovernance is given in Annexure "VII" and Annexure "VIII"respectively and form part of Directors’ Report to the Members.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The company promotes ethical behavior in all its business activities and has put inplace a mechanism for reporting illegal or unethical behavior. The company has a vigilmechanism and whistle blower policy under which the employees are free to reportviolations of applicable laws and regulations and the code of conduct. The reportablematters may be disclosed to the Chairman of Audit Committee. During the year under reviewno employee was denied access to the Audit Committee.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION &REDRESSAL) ACT 2013 The Company has in place an Anti Sexual Harassment Policy in linewith the requirements of The Sexual Harassment of Women at workplace (PreventionProhibition & Redressal) Act2013. In line with the requirement the Company has setup Internal Complaint Committee (ICC) to redress the complaints regarding sexualharassment from all employees. All employees of the company (permanent contractualadhoc trainee temporary) are covered under this policy. The ICC consists of womenemployees as well as Male Employees of the Company. During the year ended 31st March2018 no complaint(s) of Sexual Harassment has been received by the Company

RISK MANAGEMENT

The company has developed and implemented a Risk Management Policy to identify andmitigate key risks that may threaten the existence of the company.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Board has adopted the procedures for insuring the orderly and efficient conduct ofits business including adherence to the company’s policy the safeguarding of itsassets the prevention and detection of frauds and errors the accuracy and completenessof accounting record and timely preparation of liable financial disclosures.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes andcommitmentsaffectingfinancialposition of thecompanybetween financialyear the endof to which this financial statements relateand the date of this Report.

FORMAL ANNUAL EVALUATION

The Board of directors had carried out an annual evaluation of its own performanceBoard Committees and individual directors as required under the Companies Act 2013. Theperformance of the Board was evaluated by the Board after seeking inputs from all thedirectors on the basis of criteria such as Board composition structure Board processesand their effectiveness information given to the Board etc. The performance of the Boardcommittees was evaluated by the Board after seeking inputs from the committee members onthe basis of criteria such as Committee composition structure effectiveness of CommitteeMeetings etc.

The Board and the Nomination and Remuneration Committee (NRC) reviewed the performanceof the individual directors on the basis of criteria such as contribution at meetingstheir preparedness on the issues to be discussed etc. Additionally the Chairman was alsoevaluated on key aspects of his role.

DETAILS OF FRAUD

No fraud has been reported for the period under review.

CEO CERTIFICATE

Shri Amar Nath Goenka Managing Director of the Company is also CEO and CFO of theCompany and has certified to the Board with respect to the financial statements InternalControls Code of Conduct and other matters as required under Securities

Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations2015. In terms of Securities Exchange

Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 acertificate with regard to compliance with

The Code of Conduct by the Board Members and Senior Management Personnel for the yearended 31st March 2018 has been included in the Annual Report and is attached as Annexure"IX" forming part of the Director’s Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS

A separate annexure on Management Discussions and Analysis Report is attached as Annexure"X" forming part of the Director’s Report.

INDUSTRIAL RELATIONS :

The industrial relations remained cordial during the year under review.

PUBLIC DEPOSITS

The Company has not invited or accepted deposits from the public covered under Section73 of the Companies Act 2013.

COMPLIANCE WITH THE SECRETARIAL STANDARDS

The Company has compiled with the applicable Secretarial Standards as recommended bythe Institute of Company Secretaries of India.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

Ministry of Corporate Affairs has permitted Companies to send copies of Annual ReportNotice etc. electronically to the email IDs of shareholders. Your Company has arranged tosend the soft copies of these documents to the registered email IDs of the shareholderswherever applicable In case any shareholder would like to receive physical copies ofthese documents the same shall be forwarded upon receipt of written request.

SIGNIFICANT AND MATERIAL ORDERS OF REGULATION OR COURTS OR TRIBUNALS

No significant and material order was passed by any Court of Regulation or impactingthe going concern status of your Company and its future operations.

ACKNOWLEDGMENT

The Directors wish to place on record their sincere appreciation for the whole heartedCo-operation received by the Company from Central and State Governments Kotak MahindraBank Limited and other Government Agencies and look forward to their continuing support.The Directors also record their appreciation for the sincere efforts put in by theemployees of the Company at all levels.

Place : New Delhi By order of the Board By order of the Board
Date : 29/05/2018 For PREMIER POLYFILM LTD. For PREMIER POLYFILM LTD.
Regd. Office: Sd/- Sd/-
305 III Floor’Elite House’ 36 Amar Nath Goenka Jaspal Singh Marwah
Community Centre Kailash Colony Managing Director Director
Extension (Zamroodpur) DIN: 00061051 DIN: 00069325
New Delhi-110048 Address : "Vrindavan Farm" Address : "Spring House"
CIN : L25209DL1992PLC049590 No. 1 Green Avenue No. 3 Green Avenue
Behind Sector D-3 Vasant Kunj Behind Sector D-3 Vasant Kunj
Kishangarh New Delhi 110070 Kishangarh New Delhi 110070