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Premier Polyfilm Ltd.

BSE: 514354 Sector: Industrials
NSE: PREMIERPOL ISIN Code: INE309M01012
BSE 14:19 | 15 Apr 36.50 1.70
(4.89%)
OPEN

36.50

HIGH

36.50

LOW

36.00

NSE 14:09 | 15 Apr 35.50 0.85
(2.45%)
OPEN

35.20

HIGH

35.60

LOW

34.55

OPEN 36.50
PREVIOUS CLOSE 34.80
VOLUME 51
52-Week high 55.90
52-Week low 17.20
P/E 13.37
Mkt Cap.(Rs cr) 76
Buy Price 33.35
Buy Qty 10.00
Sell Price 36.50
Sell Qty 19.00
OPEN 36.50
CLOSE 34.80
VOLUME 51
52-Week high 55.90
52-Week low 17.20
P/E 13.37
Mkt Cap.(Rs cr) 76
Buy Price 33.35
Buy Qty 10.00
Sell Price 36.50
Sell Qty 19.00

Premier Polyfilm Ltd. (PREMIERPOL) - Director Report

Company director report

TO THE MEMBERS

Your Directors present the Twenty Seventh Annual Report together with Audited Accountsfor the year ended on 31st March 2019.

FINANCIAL SUMMARY & HIGHLIGHTS

(Rs. In Lakhs)

Particulars For the year ended 31st March 2019 For the year ended 31st March 2018
Sales & Other Income 17295 14501
Operating profit before providing for interest & Depreciation 1276 1284
Less:
Interest 312 272
Depreciation 344 295
656 567
Net Profit before taxation 620 717
Less:
Tax Expenses 184 255
Net Profit after tax 436 462
Changes in fair value of FVTOCI Equity Securities (11) (14)
Re-measurements of post employment benefits obligations 37 23
462 471
Basic and diluted earning per share 2.13 2.24
Face value per equity Share 5.00 5.00

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

The Company is engaged in the business manufacturing of vinyl flooring sheeting andleather cloth etc. During the period under review your company produced 21643 M.T. of PVCflooring Sheetings Films etc. as against 19380 M.T. produced during the previous year.The Company achieved higher capacity utilization with the installation and utilization ofnew Plant & Machinery. Sales and Income during the year under review was Rs.17295Lakhs against Rs.14501 Lakhs. Profit before tax during 2018-2019 was Rs. 620 Lakhsagainst Rs.717 Lakhs during the year 2017-2018. However net profit of the company aftertax was for Rs. 436 Lakhs against Rs.462 during the last financial year. Profits are lessthan the preceding financialyear 2017-2018 due to loss of working days on shifting of Unitnumber I to Unit Number II of the Company and time gap in reinstallation of Plant at newsite leading to short time disruption of production.

Despite facing tough competition from imported finished goods the products of yourcompany are well received in the market and the market will not be a constraint. M/s KotakMahindra Bank Limited sanctioned and disbursed Working Capital facilities and Term

Loan. Despite facing tough competition from imported finished goods and excess capacityin domestic market.

Your Company was able to increase turnover. Barring unforeseen circumstances the unitwill start generating additional profits for the company in thecurrentfinancialyear.

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/- eachi.e. 10% for the year ended on 31st March2019. A total sum of Rs.10474247.50 would bedistributed towards Dividend for the financial year 2018-2019. The payment of dividend ifapproved by the Shareholders would be paid from the Free Reserves of the Company.

RESERVES

During the year under review the Board has transferred an amount of Rs.20000000(Rupees Two Hundred Lakhs only) to General Reserves.

CHANGE IN CAPITAL AND DEBT STRUCTURE

There was no change in the capital structure of the company during the year underreview and no fresh shares or convertible securities were issued by the company during theyear under review.

CREDIT RATING

The company got its credit rating done from Credit Rating Information Services of IndiaLimited (CRISIL) and CRISIL gave BBB-/ Stable credit rating to your company.

FUNDS TRANSFERRED TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

No amount of unpaid /unclaimed dividend and the corresponding shares was transferred toIEPF as it was not transferrable to IEPF as per provisions of the Companies Act2013 andrules thereunder.

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 qualitynamely Marbled (Contract) Printed and Technical Flooring Leather Cloth SheetingHumidity Barrier and Geo Membrane. Bureau of Indian Standards has granted BIScertification Mark ISI for Unbacked Flexible PVC Flooring Sheets or rolls and tiles for1.5 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 formspart of this 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 sufficient care for the maintenance ofaccordance with the provisions of the Act for the assets of your company and forpreventing 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 arefollowed by the company and that such internal financial controls are adequate and wereoperating effectively

(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.

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 2018-2019 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 finan cial year

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

 

Executive Director Ratio to median remuneration
Shri Amar Nath Goenka 7.71
Shri Amitaabh Goenka 13.77
Shri Sumat Parsad Jain 5.62

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

Director Chief Executive Officer Chief Financial % increase in remuneration in the financial year
Officer and Company Secretary
Shri Kamlesh Kumar Sinha -
Shri Jaspal Singh Marwah -
Shri Manoj Kumar Gupta -
Smt. Rashmee Singhania -
Shri Amar Nath Goenka Managing Director -
Shri Amitaabh Goenka Executive Director -
Shri Sumat Parsad Jain Executive Director 9.66
Shri N K Bhandari Company Secretary 17.55

(d) The number of permanent employees on the roll of company : 279

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

On an average employees received an annual increase of 7.65%. The individualincrements varied from 0.00 % to 35.55% 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
2018-2019 (Figures in Rupees in Lakhs)
Revenue (Figures in Rupees in Lakhs) 17295
Remuneration of KMPs (as % of revenue) 0.68
Profit before Tax (PBT) (Figures in Rupees in Lakhs) 620
Remuneration of KMPs (as % of PBT) 18.88

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

Particulars March 31 2019 March 31 2018 % change
Market Capitalization (Rupees in lakhs) 6075 10788 (-)56.31
Price Earnings Ratio 2.13 2.24 (-)4.91

(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 2019 1995* (Right cum Public Issue) % change
Market Price (BSE) 29.00 14.25 (-)50.86%
Market Price (NSE) 27.40 12.50 (-)54.38%

* 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/-in the year 1995. These rates were taken at half theprice due to change 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 7.65%. However during the year the totalaverage increase in managerial and key personnel was 34.79% which is considered to bereasonable.

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

Shri Amar Nath Goenka Managing Director and CFO ShriAmitaabh Goenka Executive Director Shri Sumat Parsad Jain Executive Director Shri N K Bhandari Company Secretary
Remuneration in FY 2019 ( Rs. In Lakhs 38.35 43.15 20.25 15.27
Revenue ( Rs. In Lakhs) 17294.52 17294.52 17294.52 17294.52
Remuneration as % of revenue 0.22 0.25 0.12 0.09
Profit before tax ( Rs. In Lakhs) 619.53 619.53 619.53 619.53
Remuneration ( as % of PBT) 6.19 6.96 3.27 2.46

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

There is no variable components involved in the remuneration of Directors. TheDirectors are being paid remuneration as approved by the shareholders of the company.

(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 REPORT AND AUDITORS AUDIT REPORTS

• The Auditors’ Report for fiscal 2019 does not contain any qualificationreservation or adverse remark. The Auditors’ Report is enclosed with the financialstatements in this Annual Report.

• The Secretarial Auditors’ Report for fiscal 2019 does not contain anyqualification reservation or adverse remark. The

Secretarial Auditors’ Report is enclosed as Annexure III to theBoard’s report in this Annual Report.

• As required by the Listing Regulations the auditors’ certificate AnnexureVIII to on the Board’s report..

• In addition the Company has also engaged a Practicing Company Secretary toconduct an audit of corporate governance. The report does not contain any qualificationreservation or adverse remarks. A copy of the same is enclosed as

Annexure XII.

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 GeneralMeetingheldon27.09.2017toholdofficeof Statutory Auditors of the Companyupto the conclusion of the 30th Annual General Meeting of the Company to be held in theyear 2022 subject to ratification as every Annual General Meeting. The Shareholdersapproved the item pertaining of ratification of appointment of M A R S &

Associates as Statutory Auditor of the Company in their Meeting held on 28-09-2018 uptothe ensuing Annual General Meeting. A resolution for the appointment of Statutory Auditorforms the part of Notice convening the 27th Annual General 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 2018-2019 by the Board of Directors of the Company in their

Meeting held on 29.05.2018. The Secretarial Audit Report for the FY 2018-19 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 M/s D D BansalAssociates Chartered Accountants directly report to 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 maintaining cost accounting records and get themaudited for products(s)/ Service covered under the Cost Records Rules 2014 for the yearending 31st March 2019 pursuant to section 148(1) of the Companies Act 2013 and otherapplicable provisions of the Companies Act 2013 read with the Companies (Audit &Auditor) Rules 2014.

M/s Cheena & Associates were appointed as the "Cost Accountants" of theCompany by the shareholders of the Company in 26th Annual General Meeting held on28.09.2018 to maintain cost accounting records and certify them for Product(s)/ ServicesCovered under Cost Records Rules 2014 for the year ending 31st March 2019 pursuant tosection 148(1) of the Companies Act 2013 and other applicable provisions of the CompaniesAct 2013 read with the Companies (Audit & Auditor) Rules 2014.

On the recommendation of the Audit Committee The Board of Directors in their Meetingheld on 28th May 2019 have appointed M/s Cheena & Associates Cost Accountants tomaintain cost accounting records and certify them for Product(s)/ Services Covered underCost Records Rules 2014 for the year ending 31st March 2020 at a remuneration of Rs.40000/- (Rupee Forty Thousand Only) plus GST and out of pocket expenses. A resolution forthe appointment of Cost Auditor forms part of the Notice convening the Annual GeneralMeeting.

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 fresh contract / arrangement/ transaction with related parties which could be considered material in accordance withthe policy of the Company or materiality of related party transactions. None of thetransactions with related parties falls under the scope of Section 188(1) of the

Companies Act2013.Your Directors draw attention of the members to Note 2.33 to thefinancial statement which sets out related party 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 part of theDirectors’ Report.

MANAGEMENT & DIRECTOR

There was no change in the Key Managerial Personnel during the period under review.However details of change in Non Executive Independent directors and details ofre-appointment of Executive Directors including Director liable to retire by rotation areas under:-

Smt. Bhupinder Kaur Marwah

Smt. Bhupinder Kaur Marwah was appointed as Additional Director ( Non Executive &Independent) of the Company by the Board of Directors of the Company in their Meeting heldon 27th March 2019 with effect from 01st April2019 on the recommendation of Nomination& Remuneration Committee subject to approval of the Members of the company and subjectto such other approvals permissions and sanctions as may be necessary under theprovisions of Section 149 150 152 read with Schedule IV and Section

161(1) read with The Companies (Appointment and Qualification of Directors) Rules2014 and other applicable provisions rules of the Companies Act 2013 (including anystatutory modifications or re-enactment thereof for the time being in force) Smt.Bhupinder Kaur Marwah is 69 years of age and holds a Graduate Degree. She has experienceof around 45 years in the field of banking and finance. Smt. Bhupinder Kaur Marwah is nota Director in any other company. However she is Member of Audit

Committee Stakeholders Relationship Committee Risk Management Committee CorporateSocial Responsibility Committee and Nomination & Remuneration Committee. She isChairman of Corporate Social Responsibility Committee. Smt. Bhupinder Kaur Marwah holdsNIL Equity Shares of the Company.

Smt. Bhupinder Kaur Marwah has given her declaration and has confirmed that she 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 her total directorship in all companies shall not exceed theprescribed number of companies in which a person can be appointed as a director.

The Board of Directors affirms that Smt. Bhupinder Kaur Marwah is not debarred fromholding of the office the Director by virtue of any SEBI order and/or any other suchauthority. In the opinion of the Board Smt. Bhupinder Kaur Marwah is a person of integrityand possesses relevant expertise competence and experience to hold office of the Directorof the Company and her appointment as an Non Executive Independent Director of the companywould be beneficial to the Company.

The Board of Directors recommends the adoption of the resolution appointing Smt.Bhupinder Kaur Marwah as Non Executive

Independent Director for a period of five ytears with effect from 01/04/2019 as shepossesses rich experience in field of to be continued to be andfinanceandisafit NonExecutive independent Director of the Company and she is independent of the Management.

Shri Santosh Kumar Dabriwala

Shri Santosh Kumar Dabriwala was appointed as Additional Director ( Non Executive &Independent) of the Company with effect from 01st April2019 by the Board of Directors ofthe Company in their Meeting held on 27th March 2019 on the recommendation of Nomination& Remuneration Committee subject to approval of by the Members of the company andsubject to such other approvals permissions and sanctions as may be necessary under theprovisions of Section 149 150 152 read with Schedule IV and Section

161(1) read with The Companies (Appointment and Qualification of Directors) Rules2014 and other applicable provisions rules of the Companies Act 2013 (including anystatutory modifications or re-enactment thereof for the time being in force)

Shri Santosh Kumar Dabriwala is 67 years of age and holds Degree in Commerce . He is anIndustrialist with more than 46 years of experience in trade and Industry. He has beenassociated with SugarSteel and Cement Poles manufacturing Industries. At present he isalso on the Board of M/s Orient Prestressed Products Private Limited M/s Dabri FinancePrivate Limited and M/s Rose Residency Private Limited. He holds 31000 equity shares i.e.0.148% of total shareholding of the Company. He is Chairman of Nomination &Remuneration Committee.

Shri Santosh Kumar Dabriwala has given his declaration and has confirmed that he hasnot been 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 anypreviouscompanylawinthelastfiveyears and that his total directorship in all companiesshall not exceed the prescribed number of companies in which a person can be appointed asa director.

The Board of Directors affirms that Shri Santosh Kumar Dabriwala is not debarred fromholding of theofficethe Director by virtue of any SEBI order and/or any other suchauthority. In the opinion of the Board Shri Santosh Kumar Dabriwala is a person ofintegrity and possesses relevant expertise competence and experience to hold office ofthe Director as an Non Executive Independent Director of the company would be beneficialto the Company.

The Board of Directors recommends the adoption of the resolution appointing ShriSantosh Kumar Dabriwala as Non Executive

Independent Director for a period of fiveyears with effect from 01/04/2019 as hepossesses rich experience in field of Industry & Trade and is a fit and proper personto be continued to be Non Executive independent Director of the Company and he isindependent of the Management.

Shri Umesh Kumar Agarwalla

Shri Umesh Kumar Agarwalla was appointed as Additional Director ( Non Executive &Independent) of the Company with effect from 28th May2019 by the Board of Directors ofthe Company in their Meeting held on 28th May 2019 on the recommendation of Nomination& Remuneration Committee subject to approval of by the Members of the company andsubject to such other approvals permissions and sanctions as may be necessary under theprovisions of Section 149 150 152 read with Schedule IV and Section

161(1) read with The Companies (Appointment and Qualification of Directors) Rules2014 and other applicable provisions rules of the Companies Act 2013 (including anystatutory modifications or re-enactment thereof for the time being in force)

Shri Umesh Kumar Agarwalla is 66 years of age and has done Graduation in Engineering.He is an Industrialist with more than 45 years of experience in trade and Industry withexpertise in Global Trade of Minerals Carbon products Logistics and Marketing. He holdsNIL equity shares of the Company. He is also Director in M/s Polo Queen Industrial andFintech Limited M/s Aajiwan Industries Limited M/s Sri Vishvanath Enterprises LimitedM/s Someshwara Industries and Exports Limited M/s Bow Balaleshwar Minings PrivateLimited M/s Balaji Prints Limited M/s Arjay Apparel Industries Limited and M/s ANGFinechems Private Limited.

Shri Umesh Kumar Agarwalla has given his 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.

The Board of Directors affirms that Shri Umesh Kumar Agarwalla is not barred fromholding of the office the Director by virtue of any SEBI order and/or any other suchauthority. In the opinion of the Board Shri Umesh Kumar Agarwalla is a person of integrityand possesses relevant expertise competence and experience to hold office of the Directorof the Company and his appointment as an Non Executive Independent Director of the companywould be beneficial to the Company.

The Board of Directors recommends the adoption of the resolution appointing Shri UmeshKumar Agarwalla as Non Executive

Independent Director for a period of five years with effect from 28/05/2019 as hepossesses rich experience in field of Industry & Trade and is a fit and proper personto be continued to be Non Executive independent Director of the Company and he isindependent of the Management.

Shri Sumat Parsad Jain

Shri Sumat Parsad Jain Executive Director of the Company under the category of "Executive Director". It is also proposed to reappoint 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 SixthAnnual General Meeting of the company held on 28th September 2018 for a period of Twelve(12) months under Schedule V of the Companies Act 2013 with effect from 1st April 2019till 31st March 2020 at a remuneration of Rs.112000/- (Rupees One Lakh Twelve Thousandonly) per month as basic salary plus perquisites admissible under Schedule V to theCompanies Act2013. The present term of Shri Sumat Parsad Jain expires on 31/03/2020 andthe next Annual General Meeting of the company would be held on or before 30thSeptember2020 i.e. in any case after the expiry of his present tenure on 31/03/2020. Itistherefore proposed to reappoint Shri Sumat Parsad Jain as Executive Director in theensuing Annual General Meeting for a further period of twelve (12) months with effect from01/04/2020 under Schedule V to the Companies Act2013 at the revised remuneration plusperquisites as given 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 Seventh Annual General Meetingunder Schedule V of the Companies Act 2013. The Board of Directors of the company haveapproved reappointment of Shri Sumat Parsad Jain as Executive Director for twelve (12)months i.e. upto 31/03/2021 in their Meeting held on 28/05/2019 on the recommendations ofthe Nomination and Remuneration Committee subject to approval by the Members of thecompany and subject to such other approvals permissions and sanctions as may benecessary.

Shri Sumat Parsad Jain is not a Director in any other company. However he is member ofthe Share Transfer Committee Audit Committee Stakeholders Relationship Committee AssetsSales Committee Share Allotment Committee and Corporate Social Responsibility Committeeof the Company. 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" of theNotice of the ensuing Annual General Meeting.

Shri Sumat Parsad Jain is 73 years old and holds a University Degree. He has more than51 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 Seventh Annual General Meeting are within the prescribedlimits of 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 28th May 2019 recommended the proposalfor the reappointment at revised/enhanced payment of remuneration and perks to Shri SumatParsad Jain Executive Director of the Company on the recommendations of the Nominationand Remuneration Committee.

Shri Sumat Parsad Jain has given declaration and has confirmed that he has not beenconvicted of any offence in connection with the promotion formation and/or management ofany company or LLP and has not been found guilty of any fraud or misfeasance or of anybreach of duty to any company under this Act or any previous company law in the last fiveyears and that his total directorship in all companies shall not exceed the prescribednumber of companies in which a person can be appointed as a director.

In the opinion of the Board Shri Sumat Parsad Jain is a person of integrity andpossesses relevant expertise competence and experience to hold office of the Director ofthe Company and his appointment as an Executive Directors of the company would bebeneficial to the Company. Hence Board recommends reappointment of Shri Sumat Parsad Jainas Executive Director for a period of Twelve ( 12) months.

Shri Amitaabh Goenka

Shri Amitaabh Goenka has been continuing as Executive Director of the Company since01st November2010 liable to retire by rotation and his last reappointment as ExecutiveDirector was approved by the Shareholders in the Twenty Fifth Annual General Meeting ofthe company held on 27th September 2017 for a period of Twenty Five (25) months underSchedule V of the Companies Act2013 with effect from 1st October 2017 till 31st October2019 at a remuneration of Rs.250000/- (Rupees Two Lakhs Fifty Thousand only) per monthas basic salary plus perquisites and other amenities payble to him under Schedule V to theCompanies Act 2013.

The present term of Shri Amitaabh Goenka expires on 31/10/2019 and the next AnnualGeneral Meeting of the company would be held on or before 30th September2020 i.e. in anycase after the expiry of his present tenure on 31/10/2019. It is therefore proposed toreappoint Shri Amitaabh Goenka as Executive Director of the Company in the ensuing AnnualGeneral Meeting for a further period of Thirty Six (36) months with effect from 01/11/2019under Schedule V to the Companies Act2013 at the revised remuneration plus perquisites asgiven in the Notice for the ensuing Annual General Meeting. The Board of Directors of thecompany have approved reappointment of Shri Amitaabh Goenka as Executive Director forThirty Six (36) months i.e. upto 31/10/2022 in their Meeting held on 28/05/2019 on therecommendation of the Nomination and Remuneration Committee subject to approval by theMembers of the company and subject to such other approvals permissions and sanctions asmay be necessary.

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 Amitaabh Goenka as Executive Director of the Company. Shri AmitaabhGoenka is also Director in Joemilla Aquatek India Private Limited M/s Kay Ess PolymersLimited M/s Motley Securities Private Limited and Partner in G B & Company. He ismember in Assets Purchase Committee and Corporate Social Responsibility Committee. ShriAmitaabh Goenka holds 2451575 (11.70%) Equity Shares of the Company.

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

Shri Amitaabh Goenka is 46 years old and holds a Degree in Commerce Degree. He has morethan 25 years of experience in Trade and Industry and hence the salary and perquisitesproposed to provide to him are considered reasonable. Further the remuneration and perksgiven in the Notice convening the Twenty Seventh Annual General Meeting are within theprescribed limits of 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 28th May 2019 recommended the proposalfor the reappointment at revised/enhanced payment of remuneration and perks to ShriAmitaabh Goenka Executive Director of the Company on the recommendations of theNomination and Remuneration Committee.

Shri Amitaabh Goenka has given declaration and has confirmed that he has not beenconvicted of any offence in connection with the promotion formation and/or management ofany company or LLP and has not been found guilty of any fraud or misfeasance or of anybreach of duty to any company under this Act or any previous company law in the last fiveyears and that his total directorship in all companies shall not exceed the prescribednumber of companies in which a person can be appointed as a director.

In the opinion of the Board Shri Amitaabh Goenka 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 Amitaabh Goenka is son of Shri Amar Nath Goenka Managing Director ofthe company. The Board recommends reappointment of Shri Amitaabh Goenka as ExecutiveDirector for a period of Thirty Six ( 36) months.

DETAILS OF INDEPENDENT DIRECTORS RETIRED FROM THE DIRECTORSHIP OF THE COMPANY WITHEFFECT FROM 01-04-2019.

Shri Kamlesh Kumar Sinha Shri Jaspal Singh Marwah and Shri Manoj Kumar Gupta retiredfrom the Board of Directors of the Company on 01st April2019 on completion of ten yearsof tenure as Independent Directors as per provisions of the Companies Act2013 and Rulesthereunder after they served as Members of the Board of Directors of the Company since20031999 and 2001 respectively;

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. Theshares were not suspended from trading by any of the stock exchanges where shares arelisted during the period under review.

INTERNAL FINANCIAL CONTROLS

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 M/s D D BansalAssociates Chartered Accountants directly reports to the Audit Committee.

STATEMENT OF DEVIATION OR VARIATION

The company did not issued any shares under Public/Rights and/or preferential Issueduring the period under review.

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 review no employee was denied access to the Audit Committee.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION &REDRESSAL) ACT 2013

The Company values the dignity of individuals and is committed to provide anenvironment which is free of discrimination intimidation and abuse.

The Company has put in place an Anti Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at workplace (Prevention Prohibition &Redressal) Act2013. In line with the requirement the Company has set up InternalCompliant Committee (ICC) to redress the complaints regarding sexual harassment from allemployees. The ICC consists of women employees as well as Male Employees of the Companyand one outsider member. All employees of the company (permanent contractual adhoctrainee temporary) are covered under this policy and are free to report his/her complaintto the Committee. We affirm that adequate access was provided to any complainant whowished to register a compliant under the policy. During the year no complaint was registerunder the policy.

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 ensuring orderly and efficient conduct of itsbusiness including adherence to the company’s policy the safeguarding of its assetsthe prevention and detection of frauds and errors the accuracy and completeness ofaccounting record and timely preparation of financial disclosures.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affectingthefinancialposition of thecompany between the end of financial year to which this financial statements relate andthe 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/detected for the period under review.

CEO & CFO 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

The Code of Conduct by the Board Members and Senior Management Personnel for the yearended 31st March 2019 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.

DISCLOSURE ON CORPORATE SOCIAL RESPONSIBILITY POLICY

The Corporate Social Responsibility Policy was adopted by the company for the financialyear 2015-2016. For the Financial year

2018-2019 a sum of Rs. Rs.1254816/- (Rupees Twelve Lakhs Fifty Four Thousand EightHundred Sixteen only) was allocated for

CSR activity. Out of this amount a sum Rs.254912/- (Rupees Two Lakhs Fifty FourThousand Nine Hundred Twelve Only) could be spent for the year 2018-2019. The companycould not utilize full amount available for CSR activity due to Cash Flow crunch. Thisamount was spent through Shree Magniram Baijnath Goenka Charitable Trust partly to meetthe proposed expenditure by Shree Magniram Baijnath Goenka Charitable Trust for purchaseof PVC Vinyl Flooring/Mats for the class rooms of school being run by this trust. A reporton CSR attached as Annexure ‘XI’ to the Directors 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 complied 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.

CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

Nitin Gupta Company Secretary in whole time practice has issued a certificate thatnone of the directors on the Board of the Company has been debarred or disqualified frombeing appointed or continuing as director of companies by the SEBI / Ministry of CorporateAffairs or any such statutory authority. The certificate section as Annexure"XII". 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 Date : 28/05/2019 By order of the Board By order of the Board
Regd. Office: For PREMIER POLYFILM LTD. For PREMIER POLYFILM LTD.
305 III Floor’Elite House’ 36 Sd/- Sd/-
Community Centre Kailash Colony Amar Nath Goenka Bhupinder Kaur Marwah
Extension (Zamroodpur) Managing Director and CFO Director
New Delhi-110048 DIN: 00061051 DIN: 08399222
CIN : L25209DL1992PLC049590 Address : "Vrindavan Farm" No. 1 Address : "Spring House" No. 3 Green
Green Avenue Avenue
Behind Sector D-3 Vasant Kunj Behind Sector D-3 Vasant Kunj
Kishangarh New Delhi 110070 Kishangarh New Delhi 110070

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