ANNUAL REPORT 1998-99 PREMIUM INDUSTRIES INDIA LIMITED REPORT OF THE DIRECTORS (Accounting Year 1998-99) The Directors present to the Members the Annual Report together with the Statement of Accounts of the Company for the year ended 31st March,1999 and the Auditors Report thereon: PERFORMANCE The results reported above relate to the Company's Coke unit only. The year under report i.e. the financial year 1998-1999 like the previous financial year 1997-1998, remaind at the state of stagnancy of economic activities in the country. Due to the continuation of the state of fall in the activities of the industries consuming the products of your company no improvement in capacity utilisation and loss of production and sale could be effected. In addition the year 1998-99, did not witness reduction in the higher price of raw coal and also the suppling remaind inadequate and irregular. The other factor, which is also adversely affecting the operation of your company, is uneven competition from imported coke, equivalent in quality and cheaper in price, dumped by several countries, taking advantage of the Governments policy of Liberalisation of import. The any change could be witnessed once a permanent government is elected. Your Directors, therefore, continued to concentrate on cost control measures to combat the effect of the negative factors. The company, however, maintained its tradition of producing and supplying superior quality products. Although no significant improvement is noticed as yet,your Directors sincerely hope that the industrial activities will pick up,so that there will be allround economic development and your company s sales and profit will improved. PUBLIC ISSUE OF EQUITY SHARES: Calls Receivable as on 31st March,1998 remained unchanged at Rs. 2,17,56,045. CEMENT PROJECT: Your Directors reported last year that despite a satisfactory commencement of the installation of the Cement Plant its progress was impeded by the failure on the part of the Contractors, M/s. Quality Fabricators to continue to supply the plants and machineries required for completing the installation, and that the matter was sub-judice. The matter continues to be sub-judice and hence, the Company is unable to make any progress. In course of the last few years the Cement Industry in the country has suffered a considerable set back owing to a variety of reasons. Stagnancy of economic activities has seriously affected infrastructure and real estate development causing slump in the building activities and demand for cement. Your Directors have reviewed the situation and are of the considered view that the Cement Project is not an economically viable proposition in the present situation and that there are very little indications of any change in the situation in the near future. In order to sustain and improve the profitability of the Company. Your Directors are exploring other areas of investment and industrial activities. Consent of the Members for the proposed change will be sought at the ensuing Annual General Meeting. DIVIDEND: Considering the poor trading results of the Company during the year under review your Directors are of the view that it would not be prudent to recommend any dividend for the year ended 31st March,1999. FUTURE PROSPECTS: Your Directors fervently hope that in the near future the industrial economic situation in the country will improve an the Government will take suitable policy for distribution, pricing and protection for supply of indigenous coal which will benefit your Company's operations. Your Directors also hope that a suitable alternative investments area will be identified to ensure the growth and profit prospects of your Company. FIXED DEPOSITS: During the year under report,the Company has not accepted fixed deposits under the Companies (Acceptance of Deposits) Rules, 1975 from the shareholders and the public. As on the date of this report, there is therefore, no matured and/or unclaimed deposits. PARTICULARS OF EMPLOYEES: There are no employees in respect of whom particulars are required to be furnished under Section 217(2A) of the Companies Act,1956 and the Rules framed thereunder. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO : A Statement giving information regarding conservation of energy,technology absorption and foreign exchange earnings and outgo is annexed hereto and forms a part of this Report. DIRECTORS: Shri Pramod Kumar Sachdeva was appointed an Additional Director with effect from 15th July,1999, pursuant to section 260 of the companies Act,1956 (the Act) Shri Sachdeva hold office till the Annual General Meeting an being eligible, offers himself for re-appointment. Shri Mahadev Agarwalla has tendered resignation from the Board and his resignation was accepted by the Board on 20th July,1999 with regret. The Board place on record its deep appreciation for the wise counsel and guidance given by Shri Mahadev Agarwalla throughout the period he held the office of the Chairman of the Board. AUDITORS: The term of office of the Company's Auditors, Messrs. J. Gupta & Co.,Chartered Accountants,12,Waterloo Street, Calcutta- 700 069 will expire at the conclusion of the ensuing Annual General Meeting and they, being eligible, offer themselves for re-appointment. They have furnished a certificate to the effect that the proposed reappointment, if made, will be in accordance with Section 224(1B) of the Act. Y2K Your Director sincerely hope to make all Software & Hardware used for financial and other operations Y2K compliance at the earliest. ACKNOWLEDGEMENT Your Directors are pleased to place on record their thanks, to the Company's shareholders,customers,supplier bankers and all benefactors of the Company. Your Directors also wish to place on record their appreciation for the devoted service rendered by the employees of the Company. BY ORDER OF THE BOARD M. P. RITOLIA R. K. JALAN Director Managing Director Place : Calcutta Date : 23rd day of August,1999. ANNEXURE TO DIRECTORS' REPORT: INFORMATION UNDER SEC.217(i)(e) OF THE COMPANIES ACT,1956 READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULE,1988,FORMING PART OF THE DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH, 1999. A. CONSERVATION OF ENERGY: a) Energy conservation measures taken: After improving the working process by modernisation, the heat wastage has reduced. The Company has been able to raise the temperature of the ovens improving the quality of the product. At present heat balance has stabilised. The Company do not propose to disturb it till further studies are conducted. b) Additional investment & Proposals, if any, being implemented for reduction of consumption of energy: Further investment at present not required. c) Impact of the measures at (a) & (b) above for reduction of energy consumption and consequent impact on the cost of production of goods: The measures taken as detailed above have resulted in saving of energy as well as cost of production. d) Total energy consumption and energy consumption per unit of production as per Form A. Not applicable as the Company is not specified industry as per schedule. B. TECHNOLOGY ABSORPTION: i) RESEARCH & DEVELOPMENT: The Company is continuously engaged in R & D activities and taking all care and steps to see that there is minimum wastage of raw materials, power and for protecting environment. ii) TECHNOLOGY ABSORPTION, ADAPTION & INNOVATION: The latest technology has been/is being adopted in various ways for improving productivity and product quality and reducing the consumption of scarce raw materials and energy. C FOREIGN EXCHANGE EARNINGS AND OUTGO: The information on exchange earnings and outgo : Nil.