Directors Report of Premco Global Ltd.

Mar 31, 2025

Your directors take pleasure to present the Board''s Report in line with the Companies Act, 2013 (“Act”) and the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), this report
presents the Audited financial results and other developments in respect of the Company for the financial year ended on March 31,
2025 (“FY25”/“Financial Year”) and up to the date of the Board meeting held on July 30, 2025.

1. FINANCIAL RESULTS:

The summarized results of your company are given in table below:

('' in Lakhs)

Particulars	Consolidated		Standalone
	March 2025	March 2024	March 2025	March 2024
Total Revenue	11,331.02	10,321.60	7,928.10	6,742.24
Expenses	9,394.59	8,310.83	6,201.76	5,715.81
Profit Before Finance Cost & Depreciation	1,936.43	2,010.77	1,726.35	1,026.43
Finance Cost	246.11	229.16	66.76	60.26
Depreciation & Amortization Exp.	592.17	515.14	374.46	246.18
Profit/(Loss) before Extraordinary Items	1,098.15	1,266.47	1,285.12	719.99
Extraordinary Items	-	(19.26)	-	(19.26)
Profit/(Loss) before Taxation	1,098.15	1,285.73	1,285.12	739.25
Less : Provision for current Taxation	193.61	227.94	-	120.25
Deferred Taxation adjustment	(73.78)	26.57	(73.78)	26.57
Short/(Excess) Income Tax Provision	27.57	7.66	27.57	7.66
Profit/(Loss) After Taxation	950.75	1,023.55	1,331.33	584.76
Minority Interest	-	-	-	-
Other Comprehensive Income (Net of Tax)	0.45	(3.95)	0.45	(3.95)
Total Comprehensive Income	951.20	1,019.61	1,331.78	580.81
Paid up Equity Share Capital	330.48	330.48	330.48	330.48
Earnings Per Share (?)	28.77	30.97	40.28	17.69

2. PERFORMANCE OVERVIEW:

A. STANDALONE PERFORMANCE

During the year under review, the Company reported a total revenue of ?7,928.10 Lakhs, marking a significant increase
of 17.58% compared to '' 6,742.23 Lakhs in the previous financial year.

• Revenue from operations stood at '' 6,382.49 Lakhs, showing a marginal decrease over '' 6,363.02 Lakhs reported
in the previous year.

• Other income saw a substantial rise to '' 1,545.61 Lakhs, up from '' 379.21 Lakhs in the prior year, reflecting a growth
of over 307%.

As a result, the Net Profit after Tax (PAT) improved significantly to '' 1,331.34 Lakhs, as against '' 584.76 Lakhs in the
previous financial year an increase of 127.62%.

The overall improvement in profitability is primarily
attributable to higher sales and a reduction in certain
operational expenses during the year.

B. CONSOLIDATED PERFORMANCE

During the year under review, on a consolidated basis,
the Company recorded a total revenue of ?11,331.02
Lakhs, reflecting a growth of 9.77% compared to
'' 10,321.60 Lakhs in the previous financial year.

• Revenue from operations increased to
'' 10,947.51 Lakhs, up 11.83% from '' 9,788.18
Lakhs in the previous year, indicating strong
operational performance.

• Rther income, however, declined to '' 383.51
Lakhs from '' 533.42 Lakhs in the previous year.

The Net Profit After Tax (PAT) stood at '' 950.75
lakhs, a significant increase from '' 584.76 lakhs
in the previous year, reflecting a growth of 62.57%.
The increase in profit was primarily driven by higher
sales and a reduction in certain operational expenses,
although it was partly offset by a dip in other income.

C. CONSOLIDATED OVERVIEW

The Consolidated Financial Statements of the Company
and its subsidiaries for the financial year ended March
31, 2025 have been prepared in accordance with the
applicable provisions of the Companies Act, 2013,
including the Companies (Accounts) Rules, 2014, and
as per the Indian Accounting Standards (Ind AS) notified
under the Companies (Indian Accounting Standards)
Rules, 2015. The consolidated results also comply with
the disclosure requirements under Regulation 33 of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”). These
statements present the consolidated performance of
the Company along with its Subsidiary. In accordance
with Regulation 34 of the SEBI Listing Regulations,
the Audited Consolidated Financial Statements,
along with the Independent Auditors'' Report thereon,
form an integral part of this Annual Report and are
also made available on the Company''s website at
www.premcoglobal.com/investors.

3. DIVIDEND:

A. INTERIM DIVIDEND:

1^st Interim Dividend for FY 2024-25:

The Board of Directors of the Company at its meeting
held on 27^th July, 2024 approved 1^st Interim Dividend
for the financial year 2024-25 at '' 2/- per Share of ''
10 each (20%). The same was paid to shareholders
whose name appeared on the register of Members of
the company or in the records of the depositories as
beneficial owners of the shares as on 3^rd August, 2024

which was the Record date fixed for the purpose.

Special Dividend for FY 2024-25:

The Board of Directors of the Company at its meeting
held on 12^th November, 2024 approved Special
Dividend for the financial year 2024-25 at '' 39/- per
Share of '' 10 each (390%). The same was paid to
shareholders whose name appeared on the register
of Members of the company or in the records of the
depositories as beneficial owners of the shares as on
22^nd November 2024 which was the Record date fixed
for the purpose.

3rd Interim Dividend for FY 2024-25:

The Board of Directors of the Company at its meeting
held on 6th February 2025 approved 3^rd Interim
Dividend for the financial year 2024-25 at '' 2/- per
Share of '' 10 each (20%). The same was paid to
shareholders whose name appeared on the register
of Members of the company or in the records of the
depositories as beneficial owners of the shares as on
17^th February 2025 which was the Record date fixed
for the purpose.

B. FINAL DIVIDEND FOR FY 2024-25:

I n addition to above, the Board has recommended a
final dividend of '' 2./- (Rupees Two Only) per Equity
Share of '' 10/- (Rupees Ten Only) for the year ended
March 31, 2025. The dividend is subject to approval of
shareholders at the ensuing Annual General Meeting
(“AGM”) and shall be subject to deduction of tax at
source. The dividend, if approved by the shareholders
at the 41^st AGM, would involve a cash outflow of ''
66,09,600/- The total dividend pay-out for the FY 24¬
25 is '' 45/- (Rupees Forty-Five only) per equity share
of '' 10/- each (Rupees Ten only) each.

4. TRANSFER TO RESERVES

The Board opted not to propose any transfer to reserve at
this time. The decision reflects a careful consideration of
our current needs and a strategic approach.

5. SHARE CAPITAL

There has been no change in the Share Capital of the
Company during the year under review. Throughout the
year, the Company did not issue any shares or convertible
securities, including sweat equity and stock option plans.

As on 31^st March 2025:

• The Authorized Share Capital of the Company stood
at '' 600 Lakhs consisting of 60 Lakhs Equity Shares
of '' 10/- each.

• The Issued, Subscribed and Paid-up Capital of the
Company stood at '' 330.48 Lakhs as on March 31,
2025.

Your Company has formulated the “Premco Global Limited
Employee Stock Option Scheme 2017”, for grant of Stock
Options to certain employees of the Company which was
approved by members pursuant to Special Resolution at
Extraordinary Annual General Meeting held on 29th March
2017 and extension of benefits to employees of Subsidiary
Company was approved by members through Special
Resolution at Annual General Meeting held on 20th July
2017. The Company has not allotted any shares pursuant
to aforesaid ESOP Schemes.

6. SUBSIDIARY / JOINT VENTURE / ASSOCIATE
COMPANIES

As on March 31, 2025, your Company does not have any
Joint Venture / Associate Companies.

The Company has Premco Global Vietnam Company
Limited as it''s wholly owned subsidiary.

The Policy for Determining Material Subsidiaries, as
approved by the Board of Directors pursuant to Regulation
16(1 )(c) of the SEBI (LODR) Regulations, 2015, is also
available on the Company''s website and can be accessed
https://www.premcoglobal.com/investors

Further, a statement containing the salient features of
the financial statements of subsidiary in Form AOC-1, as
prescribed under the Companies Act, 2013, forms part of
this Board Report as Annexure I. The details of subsidiaries
and joint ventures are also provided in the Annual Return of
the Company, available on the Company''s website.

7. COMPANIES WHICH HAVE BECOME OR CEASED
TO BE ITS SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE COMPANIES DURING THE FINANCIAL
YEAR

During the financial year under review, no company has
become or ceased to be a Subsidiary, Joint Venture,
or Associate Company of Premco Global Limited. The
structure of subsidiary remained unchanged throughout
the Financial year with continued operations through the
existing overseas entities.

8. CHANGE IN NATURE OF BUSINESS, IF ANY:

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

9. MATERIAL CHANGES AND COMMITMENT AFFECTING
FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments
affecting the Company’s financial position between the end
of the financial year on March 31,2025 and the date of this
report other than those which have already been disclosed
to the Stock Exchanges.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTY TRANSACTIONS

Related Party Transactions, all contracts, arrangements,
and transactions entered into with related parties during the
financial year under review were on an arm’s length basis
and in the ordinary course of business. As per Companies
Act, 2013 there were no materially significant related party
transactions with Promoters, Directors, or Key Managerial
Personnel that could give rise to a potential conflict of
interest.

In compliance with Section 188 of the Companies Act, 2013
and Regulation 23 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015:

• All related party transactions were presented to the
Audit Committee for its prior approval, including those
covered under Section 188 of the Act.

• Omnibus approvals were obtained for transactions that
are repetitive in nature and were foreseen in terms of
the Audit Committee''s omnibus approval framework.

Details of the related party transactions as required under
sub-section (1) of Section 188 of the Companies Act, 2013
are furnished in Form AOC-2, annexed as ‘Annexure II'' to
this Report.

The Board-approved Policy on Materiality of Related Party
Transactions and Dealing with Related Party Transactions
is available on the Company''s website at link https://www.
premcoglobal.com/investors

11. WEBSITE LINK OF ANNUAL RETURN:

In compliance with Section 92(3) and 134(3)(a) of the
Companies Act, 2013, the Annual Return for the Financial
Year 2024-25 is made available on the website of the
Company at link https://www.premcoglobal.com/investors

12. PROMOTERS

Incorporated in 1986, your Company was established
as a family-driven enterprise and has since evolved into
a professionally managed, publicly listed entity. Premco
Global Limited today exemplifies a harmonious blend of
promoter stewardship, professional governance, and the
rigor of listed company compliance, earning industry-wide
respect for its focus on quality, integrity, and long-term
sustainability.

As on March 31,2025, the Promoters of the Company are:

1. Mr. Ashok Harjani.

2. Mr. Lokesh Harjani

3. Mrs. Nisha Harjani

4. Mrs. Sonia Harjani

5. Mr. Suresh Harjani

6. Mr. Prem Harjani

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of March 31,2025, the Board of Directors of the Company
comprised nine directors—four executive directors and
five non-executive independent directors. Among them
were four women directors, in compliance with Section
149 of the Companies Act, 2013, and Regulation 17 of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

Appointment, Re-appointment, Cessation and
Ratification during the Year under Review:

a. Appointment of Mr. Sumeet V Rajani (DIN:
00350836) as Independent Director

Appointment of Mr. Sumeet V Rajani (DIN: 00350836)
as Non- Executive Independent Director of the
Company by the Board Resolution passed in the
meeting of the Board of Directors held on January 06,
2025 and subsequently has been regularized through
postal ballot on February 20, 2025.

b. Cessation of Mrs. Sonu Chowdhary (DIN:
07153810) as Independent Director

I n accordance with the provisions of Section 149(10)
of the Companies Act, 2013, Mrs. Sonu Chowdhary,
Independent Director, completed her second
consecutive term of five years on March 31,2025. The
Board places on record its deep appreciation for the
valuable insights, support, and contributions made by
Ms. Chowdhary during her tenure with the Company.

c. Retirement by Rotation

In accordance with the provisions of Section 152 of the
Companies Act, 2013 and the Articles of Association
of the Company, Mrs. Nisha Harjani (DIN: 00736566),
Executive Director, retires by rotation at the ensuing
41^st Annual General Meeting of the Company. Being
eligible, she offers herself for re-appointment.

The disclosures required pursuant to Regulation
36 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, and the Secretarial
Standards on General Meeting (‘SS-2'') necessary
details have been annexed to the Notice of AGM.

Mrs. Nisha Harjani is not debarred from holding the
office of Director pursuant to any Order issued by the
Securities and Exchange Board of India, Ministry of
Corporate Affairs, Reserve Bank of India, or any other
such authority.

The above proposal for re-appointment form part
of the Notice of the 41^st Annual General Meeting
of the Company, and the relevant Resolution is
recommended for members'' approval.

d. Board Evaluation

Pursuant to the provisions of the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of
Directors has conducted the Annual Performance
Evaluation of its own functioning, that of individual
Directors, and the working of its various Committees.

The evaluation process was conducted based on
criteria derived from the Guidance Note on Board
Evaluation issued by the Securities and Exchange
Board of India on January 5, 2017. The evaluation
covered various aspects such as Board composition
and structure, effectiveness of Board processes,
Board culture, dynamics, and functioning, as well
as the performance of individual Directors and the
Committees of the Board.

The performance of the Board, its Committees, and
individual Directors, including the Chairman, was
found to be satisfactory. The Independent Directors
expressed satisfaction with the overall functioning
and effectiveness of the Board and its Committees,
which demonstrated a high level of commitment,
engagement, and governance

As on date Pursuant to provisions of section 203
of the Act, the Key Managerial Personnel of the
Company are

Mr. Ashok Bhagwandas Harjani - Managing

Director,

Mrs. Nisha Prem Harjani - CFO,

Mr. Mustafa Manasawala - Company

Secretary &
Compliance
Officer (appointed
w.e.f 15^th May,
2025)

Due to the resignation of Ms. Gayatri Kashela,
effective March 13, 2024, the Company did not have
a Company Secretary and Compliance Officer during
the period from March 13, 2024 to May 15, 2024.

Subsequently, Ms. Falak H. Mody was appointed as
the Company Secretary and Compliance Officer with
effect from May 15, 2024. However, she tendered her
resignation, which became effective from April 21,
2025.

Following her resignation, Mr. Mustafa Manasawala
was appointed as the Company Secretary and
Compliance Officer with effect from May 15, 2025, and
continues to serve in that capacity as on date.

Remuneration and other details of the Key Managerial
Personnel for the Financial Year ended March
31, 2025 are mentioned in the Annual Return and

Extract of the Annual Return which is available on the
Company''s Website link at https://www.premcoglobal.
com/investors

14. INDEPENDENT DIRECTORS STATEMENT

a. Declaration of Independence

The Company has received declarations from all
Independent Directors confirming that they meet the
criteria of independence as outlined in Section 149(6)
of the Act and Regulation 16(1 )(b) of the Listing
Regulations. Additionally, the Independent Directors
have declared their compliance with Rules 6(1) and
6(2) of the Companies (Appointment and Qualification
of Directors) Rules, 2014, regarding their inclusion in
the data bank of Independent Directors maintained by
the Indian Institute of Corporate Affairs. There have
been no changes in the circumstances affecting their
status as Independent Directors of the Company. In
the opinion of the Board, the Independent Directors
meet the conditions specified under the Act and the
Listing Regulations, and they remain independent of
management.

The Independent Directors have confirmed that they
have registered and renewed, if applicable their names
in the data bank maintained with the Indian Institute of
Corporate Affairs (''IICA'') in terms of Section 150 of the
Act read with Rule 6(4) of the Companies (Appointment
and Qualification of Directors) Rules, 2014. The
Directors are in compliance with the provisions of Rule
6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014, as amended and applicable.

This requirement highlights how important Independent
Directors are for providing unbiased oversight. They
help make sure that the Board''s decisions are not
swayed by management or major shareholders.

Letters of appointment/re-appointment have been
issued to the Independent Directors in compliance
with the provisions of the Companies Act, 2013,
and in accordance with the terms and conditions of
appointment applicable to Independent Directors of
Premco Global Limited (the ''Company'').

b. Familiarization Program for Independent Directors

In compliance with the requirements of Regulation
25(7) of the Listing Regulations, the Company
has put in place a Familiarisation Programme for
the Independent Directors to familiarise them with
the Company, their roles, rights, responsibilities in
the Company, nature of the industry in which the
Company operates, business model etc. The details
of the Familiarisation Programme are available on the
website of the Company.

15. CRITERIA FOR DETERMINING QUALIFICATIONS,
POSITIVE ATTRIBUTES, INDEPENDENCE AND OTHER
MATTERS CONCERNING A DIRECTOR

I n terms of the provisions of clause (e) of section 134(3)
read with Section 178(3) of Companies Act, 2013,
the Nomination and Remuneration Committee, while
appointing a Director, takes into account the following
criteria for determining qualifications, positive attributes
and independence:

Qualification: Diversity of thought, experience, industry
knowledge, skills and age.

Positive Attributes: Apart from the statutory duties and
responsibilities, the Directors are expected to demonstrate
high standard of ethical behaviour, good communication
and leadership skills and take impartial judgment.

Independence: A Director is considered Independent if he/
she meets the criteria laid down in Section 149(6) of the
Companies Act, 2013, the Rules framed thereunder and
Regulation 16(1)(b) of the Listing Regulations, 2015.

16. BOARD MEETINGS

During the Financial Year under review, the Board of
Directors met 5 (Five) times on 15^th May, 2024, 27^th July,
2024, 12^th November, 2024, 06^th January, 2025, and 06^th
February, 2025. The maximum gap between any two Board
meetings was not more than 120 days.

The composition of the Board along with the details of the
meetings held and attended by the Directors during the
Financial Year 2024-25 is detailed below:

Name	Type of Directorship	Board Meeting Attendance
		Held	Attended
Mr. Ashok B Harjani	Executive Director	5	5
Mr. Lokesh P Harjani	Executive Director	5	3
Mrs. Nisha P Harjani	Executive Director	5	4
Mrs. Sonia A Harjani	Executive Director	5	5
*Mr. Sonu A Chowdhary	Independent Directors	5	5
Mr. Lalit D Advani	Independent Directors	5	2
Mrs. Lata L Vasvani	Independent Directors	5	5
Mr. Anand Shyam Mashruwala	Independent Directors	5	5
**Mr. Sumeet V. Rajani	Independent Directors	1	1

*Cessation of Mrs. Sonu A. Chowdhary (DIN: 07153810)
from the Directorship of the Company upon completion of
her term as an Independent Director, effective from March
31, 2025.

**Appointment of Mr. Sumeet V. Rajani (DIN: 00350836)
as a Non-Executive Independent Director of the Company,
pursuant to the Board Resolution passed at the meeting
of the Board of Directors held on January 6, 2025, and
subsequently regularized by the shareholders through
postal ballot on February 20, 2025.

The requisite quorum was present at all the meetings. The
interval between any two consecutive Board meetings did
not exceed one hundred and twenty (120) days, thereby
complying with the requirements of the Companies
Act, 2013, the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, and the applicable
provisions of Secretarial Standard-1 (SS-1) issued by the
Institute of Company Secretaries of India (ICSI).

17. COMMITTEES OF BOARD:

As on March 31, 2025, the Board has 4 (four) Committees.
Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee and
Corporate Social Responsibility Committee.

The Corporate Governance Report, which forms part of this
Annual Report, includes details about the meetings and
composition of the Board''s committees.

18. CORPORATE SOCIAL RESPONSIBILITY

During the financial year 2024-25, the total CSR obligation
of the Company, as per Section 135 of the Companies Act,
2013, amounted to '' 21.26 lakhs.

Out of this, '' 0.93 lakhs was available as a set-off from the
CSR surplus accumulated in previous years, in accordance
with the applicable provisions under the Companies Act,
2013 and CSR Rules. After adjusting this surplus, the net
CSR amount required to be spent during the year stood at
'' 20.33 lakhs.

Against this net obligation, the Company spent '' 21.17
lakhs on various CSR initiatives during FY 2024-25.

As a result, after accounting for the expenditure and
adjustments, the Company has an excess CSR spend of
'' 0.84 lakhs at the end of the financial year. This excess
amount will be carried forward and can be set off against
CSR obligations in future years, as permitted under the
CSR Rules.

The Company remains committed to its CSR objectives
and ensures full compliance with the applicable laws, while
undertaking impactful initiatives aimed at sustainable social
development.

Corporate Social Responsibility (CSR) Committee and
Policy

In compliance with Section 135 of the Companies
Act, 2013, and the applicable rules, the Company has
reconstituted its CSR Committee in light of recent changes
in the management. The CSR Committee ensures that
the Company''s CSR activities align with its values and
commitments towards sustainable development and social
welfare. Details of the Committee''s composition and its
responsibilities are provided in the Corporate Governance
Report, which forms part of this Annual Report for the
financial year 2024-25.

The CSR Policy, approved by the Board based on the
recommendations of the CSR Committee, outlines the
framework for the Company''s CSR initiatives. The policy is
available on the Company''s website and can be accessed
via the following link: https://premcoglobal.com/investors.

CSR Activities for FY 2024-25

The Company has undertaken various CSR activities
during the financial year 2024-25, in alignment with its
corporate social responsibility goals. The detailed report
on these CSR activities, as required under the Companies
(Corporate Social Responsibility Policy) Rules, 2014, is
included as ''Annexure - III’ to this Report. This annexure
will provide a comprehensive overview of the projects
undertaken and their impact during the year.

19. WHISTLE BLOWER POLICY / VIGIL MECHANISMS

The Company has a Whistle Blower Policy encompassing
vigil mechanism pursuant to the requirements of section
177(9) of the Act and regulation 22 of the SEBI Listing
Regulations. The whistle blower framework has been
introduced with an aim to provide employees, directors
and value chain partners with a safe and confidential
channel to share their inputs about such aspects which are
adversely impacting their work environment. The policy/
vigil mechanism enables directors, employees and value
chain partners to report their concerns about unethical
behaviour, actual or suspected fraud or violation of the
Company''s Code of Conduct or ethics policy and leak or
suspected leak of unpublished price sensitive information.

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

20. CODE OF CONDUCT FOR PROHIBITION OF INSIDER
TRADING

The Company has implemented a Code of Conduct for
Prohibition of Insider Trading to regulate, monitor, and
report the trading of securities by its Designated Persons.
This Code ensures that employees do not engage in trading
on the basis of Unpublished Price Sensitive Information
(UPSI). It also lays down procedures for investigating any

potential leakage of UPSI, along with the Code of Practices
and Procedures for Fair Disclosure of UPSI. The amended
Code is available on the Company''s website, and it provides
the necessary framework for maintaining transparency and
integrity in securities trading

The detailed policy related to this Prohibition of Insider
Trading is available in the Company''s website at Link:
www.premcoglobal.com/investors.

21. COMPLIANCE MANAGEMENT FRAMEWORK

The Company has instituted a compliance management
system to monitor compliance and provide updates to
Senior Management/ Board on a periodic basis. The
Board of Directors monitors the status of compliance with
applicable laws on a quarterly basis. Compliance with
Secretarial Standards During the financial year 2024-25,
the Company has complied with all applicable provisions
of the Secretarial Standards issued by the Institute of
Company Secretaries of India.

22. RISK MANAGEMENT FRAMEWORK

As stated above the Company has stated a well-defined
risk management mechanism covering the risk mapping
and trend analysis of both business and non-business
risk, risk exposure, potential impact and risk mitigation
process. The Audit committee of the Board is designated to
review and monitor the risk associated with the Company.
Accordingly, it periodically reviews the risk and suggest
steps to be taken to manage/ mitigate the same through a
properly defined framework.

The Risk Management policy of the Company is available
on its website at link https://www.premcoglobal.com/
investors.

23. CREDIT RATING

During the financial year 2024-25, Company has not
obtained any Credit Rating.

24. AUDITORS

A. STATUTORY AUDITORS

M/s. S. P. Jain & Associates, Chartered Accountants,
Mumbai (ICAI Firm Registration No. 103969W) were
appointed as Statutory Auditors of the Company
pursuant to the provisions of Section 139(8) and other
applicable provisions, if any, of the Companies Act,
2013 as amended from time to time or any other law
for the time being in force (including any statutory
modification or amendment thereto or re-enactment
thereof for the time being in force), till the conclusion
of the 43rd Annual General Meeting of the Company
to be held in the year 2027, at such remuneration plus
applicable Tax, out of Pocket Expenses in connection
with the audit as the Board of Directors of the Company
may fix in this behalf in consultation with the Auditors.

M/s. S. P. Jain & Associates, Chartered Accountants,
Mumbai (ICAI Firm Registration No. 103969W)
have issued their reports on the standalone and
consolidated financial statements of the Company for
the financial year ended March 31,2025. The Auditor’s
Report does not contain any qualification, reservation,
or adverse remark. The Notes to the Financial
Statements referred to in the Auditor''s Report are self¬
explanatory and do not call for any further explanation
or comments by the Board.

The Auditors have also confirmed compliance with
the applicable RBI regulations on downstream
investments, and no qualifications were made in this
regard.

B. SECRETARIAL AUDITORS

During the year, Secretarial Audit was carried out
by M/s. Abbas Lakdawalla and Associates LLP
(LLP IN: AAW-5507) Represented by Mr. Abbas
Lakdawalla (Membership No - F2988 & Certificate of
Practice No. 4052), a firm of Company Secretaries in
Practice, the Secretarial Auditor of the Company for
the financial year 2024-25, Pursuant to the provisions
of Section 204 of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. The observations
of the Secretarial Auditor are self-explanatory. The
detailed report on the Secretarial Audit is annexed as
Annexure-IV..

The Secretarial Auditor''s Report contained certain
qualifications, reservations, observations, or adverse
remarks; however, none of these have any impact on
the Company''s status as a going concern. The Board
has taken note of the same and has assured that
appropriate measures will be taken to ensure timely
compliance in the future. Further, the Company has a
material subsidiary as defined under Regulation 16(1)
(c) of the SEBI Listing Regulations.

Further based on the recommendation of the Audit
Committee and approval of the Board of Directors at
their respective Meetings held on 15th May, 2025 it
is proposed to appoint M/s. Abbas Lakdawalla and
Associates & LLP (LLP IN: AAW-5507) Represented
by Mr. Abbas Saifuddin Lakdawalla (Membership
No - F2988 & Certificate of Practice No. 4052), is
hereby accorded to act as Secretarial Auditor of the
Company for term of five (5) years commencing from
the conclusion of this 41^st Annual General Meeting
upto the conclusion of 46^th Annual General Meeting
subject to approval of shareholders in the ensuing 41^st
Annual General Meeting of the Company.

C. INTERNAL AUDITOR

As per section 138 of the Act, the Board of Directors
had appointed M/s Chaturvedi and Partners,

Chartered Accountants, to carry out an Internal Audit
of the Company for the Financial Year 2024-2025.

Based on the recommendations of the Audit
Committee, the Board of Directors have at their
meeting held on May 15, 2025, reappointed M/s
Chaturvedi and Partners, Chartered Accountants as
Internal Auditors of the Company for Financial Year
2025-2026.

D. COST AUDIT

The provisions of Cost audit as prescribed under
Section 148 of the Companies Act, 2013 are not
applicable to the Company.

25. REPORTING OF FRAUDS

Pursuant to the provisions of Section 143(12) of the
Companies Act, 2013 and the Companies (Audit and
Auditors) Rules, 2014, the Statutory Auditors have not
reported any instance of fraud to the Audit Committee or
Board of the Company or to the Central Government during
the financial year ended March 31,2025.

26. INTERNAL FINANCIAL CONTROLS

I nternal Financial Controls laid down by the Company is
a systematic set of controls and procedures to ensure
orderly and efficient conduct of its business including
adherence to the Company''s policies, safeguarding of
its assets, prevention and detection of frauds and errors,
accuracy and completeness of the accounting records and
timely preparation of reliable financial information. Internal
financial controls not only require the system to be designed
effectively but also to be tested for operating effectiveness
periodically.

The Board is of the opinion that internal financial controls
with reference to the financial statements were tested and
reported adequate and operating effectively. The internal
financial controls are commensurate with the size, scale
and complexity of operations.

27. ANNUAL EVALUATION BY THE BOARD OF ITS OWN
PERFORMANCE AND THAT OF ITS COMMITTEES AND
INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013
and Regulation 17(10) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board
has carried out an annual performance evaluation of its own
performance, the directors individually, the Independent
Directors, the Chairman as well as the evaluation of the
working of its Audit, Nomination & Remuneration and other
Committees. The same is found to be satisfactory.

In a separate meeting of Independent directors, performance
of non - independent directors, performance of the Board
as whole and performance of Chairman was evaluated,
taking into account views of the executive director and non
- executive directors.

28. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186

The Board of Director discloses it loans, guarantees,
and investments to show how the Company manages
its finances outside of its main business activities. This
transparency helps stakeholders understand the risks
involved and how the Company uses its capital. Section
186 of the Act, sets specific rules and limits for these
transactions, and our disclosure shows that the Company
follow these regulations. The particulars of loans,
guarantees and investments have been disclosed in the
Financial Statements.

29. PUBLIC DEPOSITS

The Company has not accepted any deposits as defined
under sub-section (31) of Section 2 and Section 73 of
the Companies Act, 2013, along with the rules framed
thereunder. As on March 31, 2025, the Company does not
have any outstanding deposits. However, the Company
had certain amounts classified as exempted deposits under
the provisions of the Companies Act, 2013, for which the
Return of Deposit has been duly filed in e-Form DPT-3.

30. CORPORATE GOVERNANCE AND COMPLIANCE OF
SECRETARIAL STANDARDS

The Company is adhering to good corporate governance
practices in every sphere of its operations. The Company
has complied with the Corporate Governance requirements
under the Companies Act, 2013 and as stipulated under
Regulations 17 to 27 of the SEBI (Listing Regulations)
read with schedule II thereof. A separate report on
Corporate Governance forms part of this Report along
with the Certificate from the Practicing Company Secretary
confirming compliance with the conditions of Corporate
Governance.

The Company has complied with the Secretarial Standards
issued by Institute of Company Secretaries of India on
Meeting of Board of Directors and General Meetings.

31. CORPORATE GOVERNANCE REPORT AND
MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your Company remains steadfast in its commitment to
good corporate governance, aligning with the best practices
in the industry and adhering to the standards set by the
Securities and Exchange Board of India (SEBI) and the
Stock Exchanges on which its securities are listed.

For the financial year ended March 31,2025, the Company
has fully complied with all applicable corporate governance
requirements as prescribed under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015. In accordance with Regulation 34(3) read with
Schedule V of the said Regulations, a comprehensive report
outlining the corporate governance practices adopted by
the Company is annexed to this Annual Report.

A certificate from M/s. Abbas Lakdawalla and Associates
LLP, Practicing Company Secretaries (LLP IN. AAW-5507),
confirming compliance with the corporate governance
norms and certificate of non-disqualification of directors
under the SEBI Listing Regulations, is appended as
Annexure A and B to corporate governance Report.

Additionally, the Management Discussion and Analysis
Report required under Regulation 34(2) of the SEBI Listing
Regulations forms an integral part of Annual Report of the
company.

32. POLICY FOR DETERMINING MATERIALITY OF EVENTS

To enhance shareholder democracy and investor
awareness, the Securities and Exchange Board of India
(SEBI) introduced amendments to the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 via a notification dated
June 14, 2023. This notification introduced quantitative
criteria for determining the materiality of events/information
that need to be disclosed to investors and stock exchanges.
SEBI also revised the list of events and information deemed
material and required to be disclosed. In compliance with
these amendments, the Company aligned its policies with
the updated provisions of the SEBI Listing Regulations.
The Materiality Policy can be accessed on the Company''s
website.

33. RELATED PARTY TRANSACTION POLICY

Related Party Transactions (RPTs) play a crucial role in
ensuring good governance and maintaining the integrity of
listed entities. To safeguard the interests of all stakeholders
and promote transparency, SEBI, under Regulation 23 of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, mandates that the Board of Directors
review the Related Party Transaction (RPT) Policy at least
once every six months or whenever there are updates to it.

I n line with this requirement, the Board has reviewed and
approved the recent amendments to the Related Party
Transaction Policy. This updated policy is available on
the Company''s website at https://www.premcoglobal.com/
investors.

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS

During the financial year 2024-25, no significant or material
order has been passed by any regulator or court or tribunal,
which impacts the going concern status of the Company or
will have bearing on company''s operations in future.

35. CONSERVATION OF ENERGY AND TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO

Efforts persists in the Company''s endeavor to work deeply
on the conservation of energy and water across all its

manufacturing facilities as well as corporate office at
Mumbai.

The information as required under Section 134(3)(m) of
the Companies Act, 2013 read with applicable rules of
the Companies Act, 2013 with respect to conservation
of energy, technology absorption and foreign exchange
earnings is given below:

A. Conservation of Energy:

Efforts persists in the Company''s endeavor to work
deeply on the conservation of energy and water across
all its manufacturing facilities as well as corporate
office at Mumbai.

The information as required under Section 134(3)
(m) of the Companies Act, 2013 read with applicable
rules of the Companies Act, 2013 with respect to
conservation of energy, technology absorption and
foreign exchange earnings is given below:

1. The steps taken or impact on conservation of
energy

Conservation of energy is of utmost significance
to the Company. Every effort is made to ensure
optimum use of energy by using energy-
efficient computers, processes and other office
equipment. Constant efforts are made through
regular/ preventive maintenance and upkeep
of existing electrical equipment to minimize
breakdowns and loss of energy.

2. The steps taken by the Company for utilizing
alternate sources of energy

Company manufactures Micro Elastic tapes.
These tapes require less finishing and hence
less energy is consumed by heated drums.

3. The capital investment on energy conservation
equipment.

The Company do not propose any major capital
investment on energy conservation equipment''s
because the existing arrangement are sufficient
to cater the company need and are cost effective.

Your Company firmly believes that our planet is
in need of energy resources and conservation is
the best policy.

B. Technology Absorption:

1. The efforts made towards technology absorption:

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

2. The benefits derived like product improvement,
cost reduction, product development or import
substitution:

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

3. In case of imported technology (imported during
the last three years reckoned from the beginning
of the financial year):

Company imported new technology/looms in
Umbergaon Unit during current Financial Year
for augment and higher capacity.

C. Foreign exchange Earnings and Outgo:

The Foreign Exchange earned in terms of actual
inflows during the year and the Foreign Exchange
outgoes during the year are:

('' In Lakhs)

PARTICULARS	2024-25	2023-24
Foreign Exchange Earning	2,359.91	3,274.29
Foreign Exchange Outgo
- Raw Materials & Spares	0.44	4.44
- Capital Goods	75.65	27.70
- Travelling	57.37	72.17
- Conveyance	6.72	10.55
- Insurance Charges	-	-
- Advertisement Expenses	-	-
- Professional Fees	89.24	106.19
-Expense for Export	0.62	-

36. PARTICULARS OF EMPLOYEES

I n accordance with Section 197 of the Companies Act,
2013, and Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
details regarding remuneration and other disclosures are
provided below

A statement containing the particulars of employees as
required under Section 197 of the Act, and Rule 5(2) &
5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is mentioned below.

As per the provisions of Section 136 of the Act, the
Annual Report is being sent to the Members and other
stakeholders entitled thereto, excluding the Statement
containing particulars of employees. Any Member who
wishes to obtain a copy of such details may request the
Company Secretary at [e-mail]/ admin@
premcoglobal.com.

A. Details of the ratio of the remuneration of each
director to the median employee''s remuneration and
other details as required pursuant to Rule 5(1) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014

Name of the Director	Ratio of remuneration to median remuneration to all employees	% increase in remuneration in the financial year
EXECUTIVE DIRECTORS:
Mr. Ashok Harjani (Chairman & Managing Director)	39.43	No change
Mr. Lokesh Harjani (Whole Time Director)	30.02	No change
Mrs. Nisha Harjani (Director and CFO)	17.76	No change
Mrs. Sonia Harjani (Director)	1.00	No change
CHIEF EXECUTIVE OFFICER:		No change
Mr. R. C. Panwar	8.58	No change
COMPANY SECRETARY:		No change
Ms. Falak Mody	1.07	No change

B. The percentage increase in remuneration of each
Director, Chief Financial Officer, Chief Executive
Officer, Company Secretary.

Particulars	% increase in remuneration
Mr. Ashok Harjani, Managing Director	No change
Mr. Lokesh Harjani, Whole Time Director	No change
Mrs. Nisha Harjani, Director and CFO	No change
Mrs. Sonia Harjani, Director	No change
Mr. R. C. Panwar, CEO	No change
Ms. Falak Mody Company Secretary	No change

-Independent Directors are given only sitting fees.

C. Percentage increase in the median remuneration of
employees in financial year 6.27%.

D. The number of permanent employees as on 31^st
March, 2025 was 214.

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

F. Average percentile increases already made in the
salaries of employees other than the managerial
personnel in last financial year and its comparison with
the percentile increase in managerial remuneration
and justification thereof and point out if there are
any exceptional circumstances for increase in the
managerial.

It can be seen that increase in managerial remuneration
is quite minimal as compared to last year, and the same
has been approved by Nomination and Remuneration
Committee. Whereas the employee''s remuneration
has been increased as per market trends and in line
of trade.

G. No employee''s remuneration throughout the year
2024-2025 exceeded Rupees One Crore and two
Lakh or more per annum excluding Directors.

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

I. Any shareholder interested may write to the Company
Secretary for obtaining the statement containing
particulars of employees as required under Section
197(12) of the Act read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014. Further, the report and the
accounts are being sent to the members excluding the
aforesaid. The same is also open for inspection at the
Registered Office of the Company.

J. No employee’s remuneration was in excess of the
remuneration drawn by the managing director or
whole-time director or manager and does not hold
by himself or along with his spouse and dependent
children, any equity shares more than 2% of the
company.

37. LISTING OF SHARES

The equity shares of the Company continue to remain listed
on BSE Limited. The applicable listing fees for the financial
year 2024-25 have been duly paid to the stock exchanges.

38. INSURANCE

All the properties of the Company, including buildings, plant
and machinery, and inventories, have been adequately
insured during the financial year 2024-25 to safeguard
against risks and contingencies.

39. HUMAN RESOURCES

The Company treats its “human resources” as one of the
most important assets. The Management of the Company
lays continuous focus on human resources, who are trained
and updated on various issues from time to time to attain
the required standards.

The correct recruitment practices are in place to attract
the best technical manpower to ensure that the Company
maintains its competitive position with respect to execution.
Your company continuously invests in attraction, retention
and development of talent on an ongoing basis.

40. DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has zero tolerance for sexual harassment
at workplace and has adopted a Policy on Prevention,
Prohibition and Redressal of Sexual Harassment at
Workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (''PoSH Act'') and
Rules framed thereunder. All employees (including
trainees, apprentices and probationers) of the Company at
all its locations are covered in this policy. Your Company
holds a strong commitment to provide a safe, secure and
productive work environment to all its employees. The
Company strives to ensure that every employee is informed
and compliant with all statutory policies and practices.
PoSH awareness and sensitization are an integral part of
this process.

Your Directors state that during the year under review there
were no cases filed/pending.

41. MATERNITY BENEFIT PROVIDED BY THE COMPANY
UNDER MATERNITY BENEFIT ACT 1961

The Company confirms that it has followed the Maternity
Benefit Act, 1961. All eligible women employees received
the required benefits, including paid leave, continued salary
and service, and post-maternity support like nursing breaks
and flexible work options.

42. TRANSFER OF UNCLAIMED DIVIDEND AND SHARES
TO INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)

In compliance with the provisions of Section 124 (5) of the
Companies Act, 2013 read with Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer
and Refund) Rules, a sum of '' 4.62 Lakhs being the
dividend lying unclaimed out of the dividend declared
by the Company for the Financial Year 2016-2017 were
transferred to IEPF on August 14, 2024. The details of
the said unclaimed dividend transferred is available at the
website of the Company at https://www.premcoglobal.com/
investors.

Similarly, During the period under review 1175 Equity
Shares pertaining to financial year 2016-2017 have been
transferred to IEPF authorities on 29^th October 2024
vide Corporate Action in compliance with the provisions
of Section 124 of the Companies Act, 2013 and Rule
6 of Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 after

sending letters to those Shareholders and also making an
advertisement in the newspapers in this regard. Details
of these shares transferred to IEPF are available on the
website of the Company at https://www.premcoglobal.com/
investors.

Process for Claiming Dividends and Shares Transferred
to IEPF:

Members who have a claim on the dividends and/or shares
transferred to the Investor Education and Protection Fund
(IEPF) are requested to follow the process outlined below:

Document Submission:

Submit self-attested copies of the documents as specified
in the IEPF-5 Help Kit, available on the IEPF website www.
iepf.gov.in, to the Company or its Registrar and Transfer
Agent (RTA).

Entitlement Letter:

Upon successful verification of the submitted documents,
the Registrar and Transfer Agent (RTA)will issue an
Entitlement Letter to the claimant.

Filing IEPF Form-5:

File Form IEPF-5 online on the IEPF website and send
self-attested physical copies of the filed form along with
the SRN Acknowledgement, Indemnity Bond, and the
Entitlement Letter to the Company.

Submission of e-Verification Report:

Upon receipt of all required documents, the Company shall
submit an e-Verification Report to the IEPF Authority for
further processing of the claim.

Members are kindly advised to note that no claim shall
lie against the Company in respect of dividends and/or
shares that have been transferred to the IEPF pursuant to
applicable legal provisions.

The table below provides the details of outstanding
dividends along with the respective due dates by which
the same can be claimed from the Company''s RTA before
transfer to IEPF:

Year	Dividend Per share	Date of Declaration of Dividend	Year for transfer to IEPF
2017-2018	3.00	25-Sep-2018	2025
2018-2019	2.00	10-Sep-2019	2026
2019-2020	2.00	22-Sep-2020	2027
1st Interim 2020-21	2.00	06-Nov-2020	2027
2nd Interim 2020-21	2.00	31-March-2021	2028
2020-2021	4.00	06-Aug-2021	2028
1st Interim 2021-22	3.00	12-Aug-2021	2028
2nd Interim 2021-22	4.00	12-Nov-2021	2028

Year	Dividend Per share	Date of Declaration of Dividend	Year for transfer to IEPF
3rd Interim 2021-22	5.00	03-Feb-2022	2029
2021-22	3.00	18-Aug-2022	2029
1st Interim 2022-23	2.00	12 -Aug-2022	2029
2nd Interim 2022-23	2.00	11-Nov-2022	2029
3rd Interim 2022-23	6.00	23-Feb-2023	2030
1st Interim 2023-24	3.00	03-Aug-2023	2030
2022-23	5.00	25-Sep-2023	2030
2nd Interim 2023-24	3.00	06-Nov-2023	2030
3rd Interim 2023-24	2.00	10-Feb-2024	2031
1st Interim 2024-25	2.00	27-July-2024	2032
2023-2024	2.00	24-Aug-2024	2032
Special Dividend 2024-2025	39.00	12-Nov-2024	2032
3rd Interim 2024-25	2.00	06-Feb-2025	2032

OTHER DISCLOSURE

• Your Company has not issued any shares with
differential voting.

• There was no revision in the financial statements from
the end of the Financial Year to date of the Directors
Report.

• Your Company has not issued any sweat equity
shares.

43. THE DETAILS OF APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING
THE YEAR ALONGWITH THEIR STATUS AS AT THE
END OF THE FINANCIAL YEAR:-

There was no application made or no proceeding pending
under the Insolvency and Bankruptcy Code, 2016 during
the year.

44. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF
THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF

As Company has not done any one-time settlement during
the year under review hence no disclosure is required.

45. SUCCESSION PLAN

Your company has an effective succession planning
mechanism focusing on the orderly succession of Directors,
Key Management Personnel and Senior Management. The
NRC implements this mechanism in conjunction with the
Board.

46. LIQUIDITY

Your Company maintains sufficient cash to meet our
strategic objectives. We clearly understand that the liquidity
in the Balance Sheet is to ensure balance between earning
adequate returns and the need to cover financial and
business risks. Liquidity also enables your Company to
position itself for quick responses to market dynamics.

47. DATA PRIVACY, DATA PROTECTION, AND
CYBERSECURITY

The Company is committed to upholding the highest
standards of data privacy and protection. In light of the
increasing reliance on digital infrastructure, the Company
has implemented comprehensive cybersecurity and data
protection policies, aligned with industry best practices and
the evolving regulatory framework, including provisions
under the Information Technology Act, 2000, and applicable
data protection regulations.

Key initiatives undertaken during the year include:

• Deployment of end-to-end encryption and multi¬
layered security protocols for data storage and
transfer.

• Regular third-party cybersecurity audits and
vulnerability assessments.

• Employee training programs on data protection and
cybersecurity awareness.

• Strict access control mechanisms and implementation
of role-based permissions.

• Data breach response protocols in accordance with
the CERT-In guidelines.

The Company continues to invest in digital infrastructure
to ensure robust protection of stakeholder information and
business continuity.

48. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS)
RULES 2014 - RULE 11 OF THE COMPANIES ACT 2013.

The Company has used accounting software for maintaining
its books of account for the financial year ended March 31,
2025 which has a feature of recording audit trail (edit log)
facility and the same has operated throughout the year for
all relevant transactions recorded in the softwares.

As proviso to Rule 3(1) of the Companies (Accounts) Rules,
2014 is applicable from April 1, 2023, reporting under Rule
11(g) of the Companies (Audit and Auditors) Rules, 2014 on
preservation of audit trail as per the statutory requirements
for record retention is applicable for the financial year
ended March 31, 2025.

49. APPOINTMENT OF DESIGNATED PERSON
(MANAGEMENT AND ADMINISTRATION) RULES 2014
- RULE 9 OF THE COMPANIES ACT 2013.

In accordance with Rule 9 of the Appointment of Designated
Person (Management and Administration) Rules 2014, it
is essential for the company to designate a responsible
individual for ensuring compliance with statutory obligations.

The company has appointed Company Secretary and
Compliance Officer as Designated person in a Board
meeting and the same has been reported in Annual Return
of the company.

50. DIRECTORS RESPONSIBILITY STATEMENT

The Directors would like to assure the members that the
Financial Statements, for the year under review, conform
in their entirety to the requirements of the Companies Act,
2013.

Pursuant to Section 134(5) of the Companies Act 2013,
your Directors, to the best of their knowledge and belief
confirm that:

• in the preparation of the annual accounts for the year
ended 31^st March 2025, the applicable accounting
standards and Schedule III of the Companies Act,
2013 have been followed and there are no material
departures from the same;

• the Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
company as at March 31, 2025 and of the profit and
loss of the company for that period;

• the Directors have taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of Companies
Act, 2013 preventing and detecting fraud and other
irregularities;

• the annual accounts have been prepared on a going
concern basis;

• that proper internal financial controls were in place
and that the financial controls were adequate and
were operating effectively; and

• the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

• in accordance with the provisions of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has implemented
systems and processes, including internal controls,
to ensure compliance with all applicable provisions
and to support fair, accurate and timely disclosure of
financial and operational performance.

51. ACKNOWLEDGEMENTS

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from all organizations
connected with its business and record a deep sense of appreciation for the committed services of Staff of the Company. Your
Directors are also deeply grateful for the confidence and faith shown by the Stakeholders of the Company in them.

By order of the Board
For Premco Global Limited

Ashok Harjani

Place: Mumbai Chairman and Managing Director

Date: 30^th July 2025 DIN: 00725890

---

Mar 31, 2024

The Board of Directors is pleased to present herewith the 40th (Fortieth) Annual Report of your Company, together with the Audited Statement of Accounts, for the year ended March 31,2024.

The Management Discussion and Analysis has also been incorporated into this report.

FINANCIAL PERFORMANCE SUMMARY

The summarized results of your company are given in table below:

(Rs. in Lakhs)
Particulars	Consolidated		Standalone
	March 2024	March 2023	March 2024	March 2023
Total Revenue	10,321.60	9,647.03	6,742.24	7,304.30
Expenses	8,310.83	7,946.02	5,715.81	5,867.07
Profit Before Finance Cost & Depreciation	2,010.77	1701.01	1,026.43	1,437.22
Finance Cost	229.16	192.70	60.26	55.29
Depreciation & Amortization Exp.	515.14	546.05	246.18	267.14
Profit/(Loss) before Extraordinary Items	1,266.47	962.26	719.98	1,114.80
Extraordinary Items	(19.26)	(139.99)	(19.26)	(20.00)
Profit/(Loss) before Taxation	1,285.73	1102.25	739.25	1,134.80
Less : Provision for current Taxation	227.94	277.81	120.25	266.00
Deferred Taxation adjustment	26.57	(18.54)	26.57	(18.54)
Short/(Excess) Income Tax Provision	7.66	(100.93)	7.66	(7.17)
Profit/(Loss) After Taxation	1,023.55	943.91	584.76	894.51
Minority Interest	-	0.69	-	-
Other Comprehensive Income (Net of Tax)	(3.95)	32.40	(3.95)	32.40
Total Comprehensive Income	1,019.61	975.62	580.81	926.91
Paid up Equity Share Capital	330.48	330.48	330.48	330.48
Earnings Per Share (Rs.)	30.97	28.54	17.69	27.07

FINANCIAL PERFORMANCE, OPERATIONS AND STATE OF THE COMPANY’S AFFAIRS CONSOLIDATED ANALYSIS

During the year under review, on consolidated basis, the total Revenue stood at Rs. 10,321.60 Lakhs as compared to Rs. 9,647.03 Lakhs in the previous year. Revenue from operations stood at Rs. 9,788.18 Lakhs as against Rs. 9,334.15 Lakhs in the previous year. Other Income stood at Rs. 533.42 Lakhs as compared to Rs. 312.87 Lakhs in previous year. Net Profit after Tax stood at Rs. 1023.55 Lakhs as compared to the Net Profit after Tax of Rs. 943.91 Lakhs during the previous accounting year.

STANDALONE ANALYSIS

During the year under review, the total revenue stood at Rs. 6,742.23 Lakhs as against Rs. 7,304.30 Lakhs in the previous year. Company’s revenue from operations stood at Rs. 6,363.02 Lakhs as against Rs. 7,085.97 Lakhs in the previous year. Other Income stood at Rs. 379.21 Lakhs as compared to Rs. 218.32 Lakhs in previous year. The Company earned Net Profit after Tax of Rs. 584.76 Lakhs as compared to Net Profit after Tax of Rs. 894.51 Lakhs during the previous accounting year.

DIVIDEND

INTERIM DIVIDEND

1st Interim Dividend for FY 2023-24:

The Board of Directors of the Company at its meeting held on 03rd August, 2023 approved 1st Interim Dividend for the financial year 2023-24 at Rs. 3 per Share/-of Rs.10 each (30%). The same was paid to shareholders whose name appeared on the register of Members of the company or in the records of the depositories as beneficial owners of the shares as on 07th August, 2023 which was the Record date fixed for the purpose.

2nd Interim Dividend for FY 2023-24:

The Board of Directors of the Company at its meeting held on 06th November, 2023 approved 2nd Interim Dividend for the financial year 2023-24 at Rs. 3 per Share/-of Rs.10 each (30%). The same was paid to shareholders whose name appeared on the register of Members of the company or in the records of the depositories as beneficial owners of the shares as on 23rd November 2023 which was the Record date fixed for the purpose.

3rd Interim Dividend for FY 2023-24:

The Board of Directors of the Company at its meeting held on 10th February 2024 approved 3rd Interim Dividend for the financial year 2023-24 at Rs. 2 per Share/-of Rs.10 each (20%). The same was paid to shareholders whose name appeared on the register of Members of the company or in the records of the depositories as beneficial owners of the shares as on 21st February 2024 which was the Record date fixed for the purpose.

FINAL DIVIDEND FOR FY 2023-24:

Your directors are pleased to recommend to the Members, for their approval, a Final dividend of Rs. 2/- per Equity Share of Rs. 10/- each (20 %) in the Company for the year ended 31st March, 2024. The above is in addition to Interim Dividends distributed above.

RESERVES

The whole profit after tax has been transferred to P&L surplus. There is no amount that has been proposed to be carried to any other reserves.

SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 600 Lakhs consisting of 60 Lakhs Equity Shares of Rs. 10/- each.

The Issued, Subscribed and Paid-up Capital of the Company stood at Rs. 330.48 Lakhs as on March 31,2024.

There was no requirement of fresh capital infusion during the year under review.

REGISTERED OFFICE

There was no change in the Registered Office of the Company during the Financial Year under review.

The present address of the Registered Office is as follows: Urmi Estate, Tower-A, 11th floor, 95 Ganpatrao Kadam Marg, Lower Parel (W), Mumbai City, Maharashtra, India, 400013.

SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES

Your Company does not have any Joint Venture / Associate Companies.

Premco Global Vietnam Company Limited is wholly owned subsidiary of Premco Global Limited. Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company’s subsidiaries in Form No. AOC-1 is annexed to the report (Annexure-1).

CHANGE IN NATURE OF BUSINESS, IF ANY:

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

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. March 31,2024 and the date of signing the Accounts.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

RELATED PARTY TRANSACTIONS

The Company has formulated a policy on dealing with Related Party Transactions. The policy is placed on the website of the Company.

All the transactions entered into with Related Parties as defined under the Companies Act, 2013, Regulation 2(1) (zc) and Regulation 23 of SEBI (LODR) Regulations, 2015 during the financial year were in the ordinary course of business and on an arm’s length basis. The Related Party Transactions are disclosed in the notes of financial statements for the financial year 2023-24 and the same is furnished in Form AOC-2 (Annexure-2) and is forming part of the Annual Report.

EMPLOYEE STOCK OPTION SCHEME

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

ANNUAL RETURN & EXTRACTS OF ANNUAL RETURN

In compliance with Section 134(3)(a) of the Companies Act, 201, the Annual Return is made available on the website of the Company at https://www.premcoglobal.com/investors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company provide entrepreneurial leadership and plays a crucial role in providing strategic supervision, overseeing the management performance, and long-term success of the Company while ensuring sustainable shareholder value. Driven by its guiding principles of Corporate Governance, the Board’s actions endeavor to work in the best interest of the Company.

The Directors hold a fiduciary position, exercises independent judgement, and plays a vital role in the oversight of the Company’s affairs. Our Board represents a tapestry of complementary skills, attributes, perspectives and includes individuals with financial experience and a diverse background.

Ms. Sonia Ashok Harjani (DIN: 01220774), Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company, and being eligible offers herself for re-appointment.

Pursuant to provisions of section 203 of the Act, the Key Managerial Personnel of the Company are

Mr. Ashok Bhagwandas Harjani - Managing Director,

Mr. Nisha Prem Harjani - CFO,

* As on 31.03.2024 there is no Company secretary & Compliance Officer appointed in the Company.

During the period under review Ms. Gayatri Sunderdas Kashela was appointed as Company secretary w.e.f 05.06.2023. She tendered her resignation as Company secretary w.e.f 16.12.2023.

Further Ms. Gayatri Sunderdas Kashela was again appointed as Company secretary w.e.f 10.02.2024. She tendered her resignation as Company secretary w.e.f 13.03.2024.

The Board took note of the same and placed on record its sincere appreciation for the services rendered by her during her tenure and wished her the very best for her future endeavors.

Further Ms. Falak H Mody was appointed as the Company Secretary w.e.f. 15.05.2024 and is currently the Company Secretary and Compliance Officer of the Company.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period under review, following changes have been made in the composition of Board of Directors: ¹

• Mr. Anand Shyam Mashurwala (DIN: 10491638) and Mrs. Lata Lal Vasvani (DIN: 07672964) has been appointed as Non- Executive Independent Director w.e.f 10.02.2024 and has been regularized through postal ballot held on 04.05.2024.

• Ms. Gayatri Sunderdas Kashela was appointed as Company secretary w.e.f 05.06.2023. She tendered her resignation as Company secretary w.e.f 16.12.2023. Further Ms. Gayatri Sunderdas Kashela was again appointed as Company secretary w.e.f 10.02.2024. She tendered her resignation as Company secretary w.e.f 13.03.2024.

Remuneration and other details of the Key Managerial Personnel for the Financial Year ended 31st March 2024 are mentioned in the Annual Return and Extract of the Annual Return which is available on the Company’s Website at https://www.premcoglobal.com/investors.

INDEPENDENT DIRECTORS STATEMENT

The Company has received declaration from all the Independent Directors confirming that they continue to meet the criteria of independence as prescribed under the Act and Listing Regulations and comply with the Code for Independent Directors as specified under Schedule IV of the Act.

The Directors have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

In terms of Section 150 of the Act read with Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (“IICA”).

During the year, the meeting of the Independent Directors was held on 10th February 2024 to review the performance of the Board as a whole on parameters of effectiveness and to assess the quality, quantity and timelines of flow of information between the management and the Board.

The Independent Directors discussed, among other matters, the performance of the Company and the risks faced by it, the flow of information to the Board, competition, strategy, leadership strengths and weaknesses, governance, compliance, Board movements, human resource matters and performance of executive Directors including Chairman.

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE AND OTHER MATTERS CONCERNING A DIRECTOR

In terms of the provisions of clause (e) of section 134(3) read with Section 178(3) of Companies Act, 2013, the Nomination and Remuneration Committee, while appointing a Director, takes into account the following criteria for determining qualifications, positive attributes and independence:

Qualification: Diversity of thought, experience, industry knowledge, skills and age.

Positive Attributes: Apart from the statutory duties and responsibilities, the Directors are expected to demonstrate high standard of ethical behaviour, good communication and leadership skills and take impartial judgment.

Independence: A Director is considered Independent if he/she meets the criteria laid down in Section 149(6) of the Companies Act, 2013, the Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations, 2015.

BOARD MEETINGS

During the Financial Year under review, the Board of Directors met 5 (Five) times on 18th May, 2023, 05th June, 2023, 03rd August, 2023, 06th November, 2023, and 10th February, 2024. The maximum gap between any two Board meetings was not more than 120 days.

The composition of the Board along with the details of the meetings held and attended by the Directors during the Financial Year 2023-24 is detailed below:

Name	Type of Directorship	Board Meeting Attendance
		Held	Attended
Mr. Ashok B Harjani	Executive Director	5	5
Mr. Lokesh P Harjani	Executive Director	5	3
Ms. Nisha P Harjani	Executive Director	5	5
Ms. Sonia A Harjani	Executive Director	5	5
Mr. Prem I Gidwani	Independent Directors	5	5
Mr. Rajesh M Mahtani	Independent Directors	5	5
Mr. Sonu A Chowdhary	Independent Directors	5	5
Mr. Lalit D Advani	Independent Directors	5	4
*Mr. Anand Shyam Mashurwala	Independent Directors	0	0
*Ms. Lata Lal Vasvani	Independent Directors	0	0

*Appointed as Directors w e f 10th February, 2024.

AUDIT COMMITTEE

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

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

COMPOSITION OF AUDIT COMMITTEE OF THE COMPANY Sr. Name of the Director Category Designation

No.

1. ¹Mr. Prem I. Gidwani Non-Executive - Independent Chairman

Director

2. ¹Mr. Rajesh M. Mahtani Non-Executive - Independent Member

Director

3. Ms. Sonu A. Chowdhary Non-Executive - Independent Member

Director

4. Mr. Ashok B. Harjani Executive Director Member

5. **Mr. Lalit Doulat Advani Non-Executive Independent Chairman

Director

6. **Ms. Lata Lal Vasvani Non-Executive Independent Member

Director

* Cessation of Mr. Rajesh M Mahtani (DIN: 00736091) and Mr. Prem I Gidwani (DIN: 01220570) from Directorship of the Company due to expiry of Term of Independent Directorship of the Company w.e.f 31.03.2024.

**The composition of the Audit Committee has been reconstituted by the Board Resolution passed in the meeting of the Board of Directors held on 15th May 2024. Mr. Lalit Doulat Advani and Ms. Lata Lal Vasvani were appointed as Chairman and Members of the Audit Committee respectively.

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

AUDIT COMMITTEE MEETINGS HELD AND ATTENDANCE OF DIRECTORS DURING THE YEAR 2023-24

Sr. No.	Date of Meeting	Total No. of Directors	Total No. of Directors Present
1	18 May, 2023	4	4
2	03 Aug, 2023	4	4
3	06 Nov 2023	4	4
4	10 Feb, 2024	4	4

* Resignation of Mr. Rajesh M Mahtani (DIN: 00736091) and Mr. Prem I Gidwani (DiN: 01220570) from Directorship of the Company due to expiry of Term of Independent Directorship of the Company w.e.f. 31.03.2024.

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

NOMINATION AND REMUNERATION COMMITTEE

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

COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE OF THE COMPANY:

Sr. No.	Name of the Director	Category		Designation
1.	*Mr. Prem I. Gidwani	Non-Executive Director	Independent	Chairman
2.	*Mr. Rajesh M. Mahtani	Non-Executive Director	Independent	Member
3.	Ms. Sonu A. Chowdhary	Non-Executive Director	Independent	Member
4.	**Mr. Lalit Doulat Advani	Non-Executive Director	Independent	Chairman
5.	**Ms. Lata Lal Vasvani	Non-Executive Director	Independent	Member
6.	**Mr. Anand Shyam Mashruwala	Non-Executive Director	Independent	Member

* Cessation of Mr. Rajesh M Mahtani (DIN: 00736091) and Mr. Prem I Gidwani (DIN: 01220570) from Directorship of the Company due to expiry of Term of Independent Directorship of the Company w.e.f 31.03.2024.

**The composition of the Nomination and Remuneration Committee has been re-constituted by the Board Resolution passed in the meeting of the Board of Directors held on 15th May 2024. Mr. Lalit Doulat Advani was appointed as the Chairman of the Committee while Ms. Lata Lal Vasvani and Mr. Anand Shyam Mashruwala were appointed as Members of the Nomination and Remuneration Committee respectively.

The role of NRC includes the areas laid out in Section 178 of the Act and Part D of Schedule II of the SEBI (LODR) Regulations, 2015. The Board of Directors on recommendation of the NRC has adopted a policy for evaluation of the Board, its committees. Nomination & Remuneration Policy has been framed, adopted and implemented by the Nomination and Remuneration Committee, with broad objectives, for determining and recommending the remuneration of the Directors, KMP and Senior Management to the Board.

NOMINATION AND REMUNERATION COMMITTEE MEETINGS HELD AND ATTENDANCE OF DIRECTORS DURING THE YEAR 2023-24: -

Sr. No.	Date of Meeting	Total No. of Directors	Total No. of Directors Present
1	05 Jun 2023	4	4
2	03 Aug 2023	4	4
3	10 Feb, 2024	4	4

STAKEHOLDER''S RELATIONSHIP COMMITTEE

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

COMPOSITION OF STAKEHOLDER''S RELATIONSHIP COMMITTEE OF THE COMPANY:

Sr. No.	Name of the Director	Category	Designation
1.	*Mr. Rajesh M. Mahtani	Non-Executive - Independent Director	Chairman
2.	Ms. Sonu A. Chowdhary	Non-Executive - Independent Director	Chairman
3.	Mr. Ashok B. Harjani	Executive Director	Member
4.	**Ms. Lata Lal Vasvani	Non-Executive Independent Director	Member
5.	**Mr. Anand Shyam Mashruwala	Non-Executive Independent Director	Member

* Resignation of Mr. Rajesh M Mahtani (DIN: 00736091) from Directorship of the Company due to expiry of Term of Independent Directorship of the Company w.e.f 31.03.2024.

**The composition of the Stakeholder’s Relationship Committee has been re-constituted by the Board Resolution passed in the meeting of the Board of Directors held on 15th May 2024. Ms. Sonu A. Chowdhary was appointed as the Chairperson of the Committee while Ms. Lata Lal Vasvani and Mr. Anand Shyam Mashruwala were appointed as Members of the Stakeholder’s Relationship Committee respectively.

STAKEHOLDER''S RELATIONSHIP COMMITTEE MEETINGS HELD AND ATTENDANCE OF DIRECTORS DURING THE YEAR 2023-24:

Sr. No.	Date of Meeting	Total No. of Directors	Total No. of Directors Present
1	18 May 2023	3	3
2	03 Aug 2023	3	3

WHISTLE BLOWER POLICY / VIGIL MECHANISMS

The Company has a Whistle Blower Policy encompassing vigil mechanism pursuant to the requirements of section 177(9) of the Act and regulation 22 of the SEBI Listing Regulations. The whistle blower framework has been introduced with an aim to provide employees, directors and value chain partners with a safe and confidential channel to share their inputs about such aspects which are adversely impacting their work environment. The policy/vigil mechanism enables directors, employees and value chain partners to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy and leak or suspected leak of unpublished price sensitive information.

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

CORPORATE SOCIAL RESPONSIBILITY:

The Company has a Policy on Corporate Social responsibility (CSR) duly approved by the Board and the same has been hosted on Company’s website at https://www.premcoglobal. com/s/CSR-POLICY.pdf. The CSR budget for the Financial Year 2023-24 was prepared in accordance with the provisions of Section 135 (5) of the Companies Act, 2013 read with the Company’s CSR Policy. The amount so budgeted was fully spent on or before 31st March, 2024, the detailed report on CSR Activities/ Initiatives is enclosed as Annexure-3 to the report.

RISK MANAGEMENT FRAMEWORK

The Company’s risk management framework is based on a clear understanding of various risks, disciplined risk assessment and measurement procedures and continuous monitoring. The procedures established for this purpose are continuously benchmarked with industry best practices. The Board of Directors takes utmost care in managing all the risks assumed by the Company. The Board reviews the level and direction of major risks pertaining to market, liquidity, operational, compliance, and capital at risk as part of risk profile overview.

The Company’s business faces various risks - strategic as well as operational in respect of all its Divisions. The Company has an adequate risk management system, which takes care of identification, assessment and review of risks as well as their mitigation plans put in place by the respective risk owners. The risks which were being addressed by the Company during the year under review included risks relating to market conditions, environmental, information technology etc. The Company has developed and implemented the structured framework for proactive management of all risks related to the business of the Company and to make it more certain that growth and earnings targets as well as strategic objectives are met.

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

AUDITORS

STATUTORY AUDITORS

M/s. S. P. Jain & Associates, Chartered Accountants, Mumbai (ICAI Firm Registration No. 103969W) were appointed as Statutory Auditors of the Company pursuant to the provisions of Section 139(8) and other applicable provisions, if any, of the Companies Act, 2013 as amended from time to time or any other law for the time being in force (including any statutory modification or amendment thereto or re-enactment thereof for the time being in force), till the conclusion of the 43rd Annual General Meeting of the Company to be held in the year 2027, at such remuneration plus applicable Tax, out of Pocket Expenses in connection with the audit as the Board of Directors of the Company may fix in this behalf in consultation with the Auditors.

SECRETARIAL AUDITORS

During the year, Secretarial Audit was carried out by M/s. Sanjay Dholakia & Associates (Membership No. F2655), a firm of Company Secretaries in Practice, the Secretarial Auditor of the Company for the financial year 2023-24, Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The observations of the Secretarial Auditor are self-explanatory. The detailed report on the Secretarial Audit is annexed herewith (Annexure-4).

After closure of Financial Year, the Company has appointed M/s. Abbas Lakdawala & Associates LLP, a firm of Company Secretaries in Practice as the Secretarial Auditor of the Company for the financial year 2024-25.

COST AUDIT

The provisions of Cost audit as prescribed under Section 148 of the Companies Act, 2013 are not applicable to the Company.

INTERNAL FINANCIAL CONTROLS

Internal Financial Controls laid down by the Company is a systematic set of controls and procedures to ensure orderly and efficient conduct of its business including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. Internal financial controls not only require the system to be designed effectively but also to be tested for operating effectiveness periodically.

The Board is of the opinion that internal financial controls with reference to the financial statements were tested and reported adequate and operating effectively. The internal financial controls are commensurate with the size, scale and complexity of operations.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually, the Independent Directors, the Chairman as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The same is found to be satisfactory.

In a separate meeting of Independent directors, performance of non - independent directors, performance of the Board as whole and performance of chairman was evaluated, taking into account views of the executive director and non - executive directors.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

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

PUBLIC DEPOSITS

The Company has not accepted any deposits within the meaning of Companies Act, 2013 and the Rules made thereunder from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of Balance Sheet.

CORPORATE GOVERNANCE AND COMPLIANCE OF SECRETARIAL STANDARDS

The Company is adhering to good corporate governance practices in every sphere of its operations. The Company has complied with the Corporate Governance requirements under the Companies Act, 2013 and as stipulated under Regulations 17 to 27 of the SEBI Listing Regulations) read with schedule II thereof. A separate report on Corporate Governance forms part of this Report along with the Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance.

The Company has complied with the Secretarial Standards issued by Institute of Company Secretaries of India on Meeting of Board of Directors and General Meetings.

MANAGEMENT DISCUSSION AND ANALYSIS

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

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

Efforts persists in the Company’s endeavor to work deeply on the conservation of energy and water across all its manufacturing facilities as well as corporate office at Mumbai.

The information as required under Section 134(3)(m) of the Companies Act, 2013 read with applicable rules of the Companies Act, 2013 with respect to conservation of energy, technology absorption and foreign exchange earnings is given below:

A. Conservation of Energy:

Efforts persists in the Company’s endeavor to work deeply on the conservation of energy and water across all its manufacturing facilities as well as corporate office at Mumbai.

The information as required under Section 134(3)(m) of the Companies Act, 2013 read with applicable rules of the Companies Act, 2013 with respect to conservation of energy, technology absorption and foreign exchange earnings is given below:

1. The steps taken or impact on conservation of energy

Conservation of energy is of utmost significance to the Company. Every effort is made to ensure optimum use of energy by using energy- efficient computers, processes and other office equipment. Constant efforts are made through regular/ preventive maintenance and upkeep of existing electrical equipment to minimize breakdowns and loss of energy.

2. The steps taken by the Company for utilizing alternate sources of energy

Company manufactures Micro Elastic tapes. These tapes require less finishing and hence less energy is consumed by heated drums.

3. The capital investment on energy conservation equipments

As explained in point No.2 above the Company do not propose any major capital investment on energy conservation equipment’s because the existing arrangement are sufficient to cater the company need and are cost effective.

Your Company firmly believes that our planet is in need of energy resources and conservation is the best policy.

B. Technology Absorption:

1. The efforts made towards technology absorption:

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

2. The benefits derived like product improvement, cost reduction, product development or import substitution:

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

3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

Company imported new technology/looms in Umbergaon Unit during current Financial Year for augment and higher capacity.

C. Foreign exchange Earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgoes during the year are:

(Rs. In Lakhs)
PARTICULARS	2023-24	2022-2023
Foreign Exchange Earning	3,274.29	4,375.47
Foreign Exchange Outgo
- Raw Materials & Spares	4.44	-
- Capital Goods	27.70	3.09
- Travelling	72.17	60.79
- Conveyance	10.55	-
- Insurance Charges	-	0.09
- Advertisement Expenses	-	-
- Professional Fees	106.19	92.21

PARTICULARS OF EMPLOYEES

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

Name of the Director	Ratio of remuneration to median remuneration to all employees	% increase in remuneration in the financial year
EXECUTIVE DIRECTORS:
Mr. Ashok B. Harjani (Chairman & Managing Director)	41.04
Mr. Lokesh P. Harjani (Whole Time Director)	31.24	-
Mrs. Nisha P. Harjani (Director and CFO)	18.49	-
Mrs. Sonia A. Harjani (Director)	1.05	-
CHIEF EXECUTIVE OFFICER:		-
Mr. R. C. Panwar	17.85	-
COMPANY SECRETARY:
Ms. Gayatri Kashela	2.08	8.85%

B. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary..

Particulars	% increase in remuneration
Mr. Ashok B. Harjani, Managing Director	-
Mr. Lokesh P. Harjani, Whole Time Director	-
Mrs. Nisha P. Harjani, Director and CFO	-
Mrs. Sonia A. Harjani, Director	-
Mr. R. C. Panwar, CEO	-
Ms. Gayatri Kashela Company Secretary	8.85%

- Independent Directors are given only sitting fees.

C. Percentage increase in the median remuneration of employees in financial year 10.68%..

D. The number of permanent employees as on 31st March, 2024 was 218.

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

F. Average percentile increases already made in the salaries of employees other than the managerial personnel in last financial year and its comparison with the percentile increase in managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial. :-

It can be seen that increase in managerial remuneration is quite minimal as compared to last year, and the same has been approved by Nomination and Remuneration Committee. Whereas the employee’s remuneration has been increased as per market trends and in line of trade.

G. No employee’s remuneration throughout the year 2023-2024 exceeded Rupees One Crore and two Lakh or more per annum.

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

I. Any shareholder interested may write to the Company Secretary for obtaining the statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Further, the report and the accounts are being sent to the members excluding the aforesaid. The same is also open for inspection at the Registered Office of the Company.

J. No employee’s remuneration was in excess of the remuneration drawn by the managing director or whole-time director or manager and does not hold by himself or along with his spouse and dependent children, any equity shares more than 2% of the company.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors would like to assure the members that the Financial Statements, for the year under review, conform in their entirety to the requirements of the Companies Act, 2013.

Pursuant to Section 134(3)(c)) of the Companies Act 2013, your Directors, to the best of their knowledge and belief confirm that:

• in the preparation of the annual accounts for the year ended 31st March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any;

• the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31,2024and of the profit and loss of the company for that period;

• the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 preventing and detecting fraud and other irregularities;

• the annual accounts have been prepared on a going concern basis;

• that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

• the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

LISTING OF SHARES

The Company’s shares are listed at BSE Ltd. and the Company has paid Listing fees to BSE Limited.

INSURANCE

All the assets of the Company are adequately insured, wherever required.

HUMAN RESOURCES

The Company treats its “human resources” as one of the most important assets. The Management of the Company lays continuous focus on human resources, who are trained and updated on various issues from time to time to attain the required standards.

The correct recruitment practices are in place to attract the best technical manpower to ensure that the Company maintains its competitive position with respect to execution. Your company continuously invests in attraction, retention and development of talent on an ongoing basis.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘PoSH Act’) and Rules framed thereunder. All employees (including trainees, apprentices and probationers) of the Company at all its locations are covered in this policy. Your Company holds a strong commitment to provide a safe, secure and productive work environment to all its employees. The Company strives to ensure that every employee is informed and compliant with all statutory policies and practices. PoSH awareness and sensitization are an integral part of this process.

Your Directors state that during the year under review there were no cases filed/pending.

TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In compliance with the provisions of Section 124 (5) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, a sum of Rs. 4.17 Lakhs & Rs.1.31 Lakhs being the dividend lying unclaimed out of the dividend declared by the Company for the Financial Year 2015-2016 were transferred to IEPF on June 12, 2023 and November 16, 2023 respectively. The details of the said unclaimed dividend transferred is available at the website of the Company at https://www.premcoglobal.com/investors.

Similarly, During the period under review 1200 Equity Shares pertaining to financial year 2015-2016 have been transferred to IEPF authorities on 3rd August 2023 vide Corporate Action in compliance with the provisions of Section 124 of the Companies Act, 2013 and Rule 6 of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 after sending letters to those Shareholders and also making an advertisement in the newspapers in this regard. Details of these shares transferred to IEPF are available on the website of the Company at https://www.premcoglobal.com/investors

OTHER DISCLOSURE

> Your Company has not issued any shares with differential voting.

> There was no revision in the financial statements from the end of the Financial Year to date of the Directors Report.

> Your Company has not issued any sweat equity shares.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:-

There was no application made or no proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

As Company has not done any one-time settlement during the year under review hence no disclosure is required.

ACKNOWLEDGEMENTS

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from all organizations connected with its business and record a deep sense of appreciation for the committed services of Staff of the Company. Your Directors are also deeply grateful for the confidence and faith shown by the Shareholders of the Company in them.

1

Cessation of Mr. Rajesh M Mahtani (DIN: 00736091) and Mr. Prem I Gidwani (DIN: 01220570) from Directorship of the Company due to expiry of Term of Independent Directorship of the Company w.e.f 31.03.2024.

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Mar 31, 2023

Your Directors have pleasure in presenting their Thirty Nine Annual Report of Premco Global Limited together with the Audited Accounts for the year ended 31^st March, 2023.

1. FINANCIAL SUMMARY HIGHLIGHTS

The Financial Performance for financial year 2022-2023 is summarized in the following table: -

Particulars	Standalone		Consolidated
	March 2023	March 2022	March 2023	March 2022
Total Revenue	7,304.30	8,922.66	9,647.03	13,190.86
Expenses	5,867.07	7,327.73	7,946.02	10,197.13
Profit Before Finance Cost, Depreciation & Amortization Exp.	1,437.23	1,594.93	1,701.01	2,993.73
Finance Cost	55.29	76.98	192.70	196.14
Depreciation & Amortization Exp.	267.14	198.62	546.05	473.60
Profit/(Loss) before Extraordinary Items	1,114.80	1,319.33	962.26	2,323.99
Extraordinary Items	(20.00)	(17.32)	(139.99)	(17.32)
Profit/(Loss) before Taxation	1,134.80	1,336.65	1,102.25	2,341.31
Less : Provision for current Taxation	266.00	306.00	277.81	406.85
Deferred Taxation adjustment	(18.54)	76.40	(18.54)	76.39
Short/(Excess) Income Tax Provision	(7.17)	18.26	(100.93)	82.21
Profit/(Loss) After Taxation	894.51	935.99	943.91	1,775.86
Minority Interest	-	-	0.69	120.51
Other Comprehensive Income (Net of Tax)	32.40	12.50	32.40	12.49
Total Comprehensive Income	926.91	948.49	975.62	1,667.84
Paid up Equity Share Capital	330.48	330.48	330.48	330.48
Earnings Per Share (Rs.)	27.07	28.32	28.54	50.09

FINANCIAL PERFORMANCE, OPERATIONS AND STATE OF THE COMPANY’S AFFAIRS STANDALONE ANALYSIS

During the year under review, the total revenue stood at Rs. 7,304.30 Lacs as against Rs. 8,922.66 Lacs in the previous year. Company’s revenue from operations stood at Rs. 7,085.97 Lacs as against Rs. 8,640.22 Lacs in the previous year. Other Income stood at Rs. 218.32 Lacs as compared to Rs. 282.44 Lacs in previous year. The Company incurred Net Profit after Tax of Rs. 894.51 Lacs as compared to Net Profit after Tax of Rs. 935.99 Lacs during the previous accounting year.

CONSOLIDATED ANALYSIS

During the year under review, on consolidated basis, the total Revenue stood at Rs. 9,647.03 Lacs as compared to Rs. 13,190.86 Lacs in the previous year. Revenue from operations stood at Rs. 9334.15 Lacs as against Rs. 12,822.69 Lacs in the previous year. Other Income stood at Rs. 312.88 Lacs as compared to Rs. 368.17 Lacs in previous year. Net Profit after Tax stood at Rs. 943.91 Lacs as compared to the Net Profit after Tax of Rs. 1,775.86 Lacs during the previous accounting year.

2. SHARE CAPITAL

The issued, subscribed and paid up share capital of the Company as on 31^st March, 2023 was at Rs. 330.48 lakh divided into 33,04,800 Equity Shares of Rs. 10 each. During the year under review, the Company has not issued any shares with differential voting rights, employee stock options and sweat equity shares.

3. DIVIDEND

INTERIM DIVIDEND

1^st Interim Dividend for FY 2022-2023:

The Board of Directors of the Company at its meeting held on 12^th August 2022 approved 1^st Interim Dividend for the financial year 2022-2023 at Rs. 2 /- per Share of Rs.10 each (20%). The same was paid to shareholders whose name appeared on the register of Members of the company or in the records of the depositories as beneficial owners of the shares as on 25^th August 2022 which was the Record date fixed for the purpose.

2ⁿdInterim Dividend for FY 2022-2023:

The Board of Directors of the Company at its meeting held on 11^th November 2022 approved 2^nd Interim Dividend for the financial year 2022-2023 at Rs.2 /- per Share of Rs.10 each (20%). The same was paid to shareholders whose name appeared on the register of Members of the company or in the records of the depositories as beneficial owners of the shares as on 25^th November 2022 which was the Record date fixed for the purpose.

3^rd Interim Dividend for FY 2022-2023:

The Board of Directors of the Company at its meeting held on 10^th February 2023 approved 3^rd Interim Dividend for the financial year 2022-2023 at Rs. 6 /- per Share of Rs.10 each (60%). The same was paid to shareholders whose name appeared on the register of Members of the company or in the records of the depositories as beneficial owners of the shares as on 23^rd February 2023 which was the Record date fixed for the purpose.

FINAL DIVIDEND FOR FY 2022-2023

Your Directors are pleased to recommend to the Members, for their approval, a Final dividend of Rs. 5/- per Equity Share of Rs. 10/- each (50%) in the Company for the year ended 31st March, 2023. The above is in addition to Interim Dividends distributed above.

4. RESERVES

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

5. CHANGE IN NATURE OF BUSINESS

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

6. MATERIAL CHANGES AND COMMITMENTS:

The Directors further states that there are no material changes have taken place affecting the financial position of the Company from the date of closure of financial year till the signing of Accounts.

7. DEPOSITS

The Company has not accepted any deposits within the meaning of Companies Act, 2013 and the Rules made thereunder from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of Balance sheet.

8. LOANS, GUARANTEE & INVESTMENTS

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

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board in conjunction with its committees ensures transparency, responsibility and accountability with an aim to create long-term sustainable growth. All Directors are astute professionals coming from varied backgrounds possessing rich experience and expertise. The Board of Directors (the Board) holds a fiduciary position to promote the success of the Company for the benefit of its members. They are entrusted to direct, monitor and guide the Management towards building of such goals and objectives that guarantees effectiveness and enhancement of shareholder value and fulfils their aspirations.

COMPOSITION OF THE BOARD AND KEY MANAGERIAL PERSONNEL AS ON 31^st MARCH, 2023.

Sr. No.	Name of the Directors and KMP	Category
1.	Mr. Ashok B. Harjani	Chairman & Managing Director
2.	Mrs. Nisha P. Harjani	Director and Chief Financial Officer
3.	Mr. Lokesh P. Harjani	Whole Time Director
4.	Mrs. Sonia A. Harjani	Director
5.	Ms. Sonu A. Chowdhary	Non-Executive - Independent Director
6.	Mr. Rajesh M. Mahtani	Non-Executive - Independent Director
7.	Mr. Prem I. Gidwani	Non-Executive - Independent Director
8.	Mr. Lalit D. Advani	Non-Executive - Independent Director
9.	Mr. R. C. Panwar	Chief Executive Officer (CEO)
10.	Mr. Gaurish Tawate*	Company Secretary & Compliance Officer

*Mr. Gaurish Tawte has resigned from the post of Company Secretary and Compliance Officer with effect from 16^th March, 2023.

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

During the year 2022-23 changes in the composition of the Board of Directors and other Key Managerial Personnel are as under:-

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

RETIREMENT BY ROTATION

In accordance with the provision of Companies Act, 2013 and the Articles of Association of the Company, Mrs. Nisha Harjani retires by rotation and is eligible for the re-appointment. Necessary information for Director liable to retire by rotation has been included in the notice convening the ensuing Annual General Meeting .Your directors recommend the said appointment.

KEY MANAGERIAL PERSONNEL

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

a) Mr. Ashok B. Harjani -Managing Director

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

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

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

e) *Mr. Gaurish Tawte- Company Secretary and Compliance Officer

*Mr. Gaurish Tawte has resigned from the post of Company Secretary and Compliance Officer with effect from 16^th March, 2023.

Remuneration and other details of the Key Managerial Personnel for the Financial Year ended 31^st March, 2023 are mentioned in the Annual Return and Extract of the Annual Return which is available on Companies website at https://www.premcoglobal.com/investors.

> Mr. Gaurish D. Tawte has resigned from the post o'' Company Secretary and Compliance Officer with effect from 16^th March 2023.

Board Meetings held and attendance of Directors during the financial year 2022-2023 :-

Sr. No.	Date of Board Meeting	Total No. of Directors	Total No. of Directors Present
1.	21st May 2022	8	7
2.	12th August 2022	8	8
3.	11th November 2022	8	7
4.	05th December 2022	8	8
5.	10th February 2023	8	8

INDEPENDENT DIRECTOR

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

During the year, meeting of Independent Directors was held on 15^th March 2023 to review the performance of the Board as a whole on parameters of effectiveness and to assess the quality, quantity and timelines of flow of information between the management and the Board. The Independent Directors discussed, among other matters, the performance of the Company and risk faced by it, the flow of information to the Board, competition, strategy, leadership strengths and weaknesses, governance, compliance, Board movements, human resources matters and performance of executive directors including Chairman.

The Declarations required under Section 149(7) of the Companies Act, 2013 from the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013, was duly received by the Company.

10. AUDIT COMMITTEE

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

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

COMPOSITION OF AUDIT COMMITTEE OF THE COMPANY:

Sr. Name of the Director Category Designation

No.

1. Mr. Prem I. Gidwani Non-Executive - Chairman

Independent Director

2. Ms. Sonu A. Chowdhary Non-Executive - Member

Independent Director

Sr. No.	Name of the Director	Category	Designation
3.	Mr. Rajesh M. Mahtani	Non-Executive -Independent Director	Member
4.	Mr. Ashok B. Harjani	Chairman & Managing Director	Member

The Committee members meet regularly and make their recommendations in accordance with the terms ol reference specified by the Board. Such recommendations are thoroughly discussed in Board meetings and by and large accepted for implementation.

AUDIT COMMITTEE MEETINGS HELD AND ATTENDANCE OF DIRECTORS DURING THE YEAR 2022-23

Sr. No.	Date of Meeting	Total No. of Directors	Total No. of Directors Present
1.	21st May 2022	4	4
2.	12th August 2022	4	4
3.	11th November 2022	4	4
4.	05th December 2022	4	4
5.	10th February 2023	4	4

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

11. STAKEHOLDERS RELATIONSHIP COMMITTEE

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

COMPOSITION OF STAKEHOLDER’S RELATIONSHIP COMMITTEE OF THE COMPANY:

Sr. No.	Name of the Director	Category	Designation
1.	Mr. Rajesh M. Mahtani	Non-Executive -Independent Director	Chairman
2.	Ms. Sonu A. Chowdhary	Non-Executive -Independent Director	Member
3.	Mr. Ashok B. Harjani	Chairman & Managing Director	Member

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

Regulations, 2015. However he has resigned with effective from 16^th March, 2023.

STAKEHOLDER’S RELATIONSHIP COMMITTEE MEETINGS HELD AND ATTENDANCE OF DIRECTORS DURING THE YEAR 2022-2023:

Sr.	Date of Meeting	Total No. of	Total No. of
No.		Directors	Directors Present
1.	12th August 2022	3	3

M/s. Big Shares Services Pvt. Ltd. is the Registrar and Share Transfer Agent of the Company. The delegated authority is taking measures so that the share transfer formalities are attended to at least once in a fortnight. The Company Secretary is also authorized by the Board to do all the acts, deeds and matters and sign all the documents that may be required in the matter relating to shares from time to time. No complaint was remained unattended and pending to be resolved as on March 31,2023.

STATUS OF INVESTOR COMPLAINTS /OTHER CORRESPONDENCE

Subject matter of Correspondence	Pending as on 31st March, 2022.	Received & resolved during the year.	Pending as on 31st March, 2023.
Non-receipt of Share Certificates			-
Non-receipt of Dividend			-
Non-receipt of Annual Report			-
Query -Transfer of shares			-

12. NOMINATION AND REMUNERATION COMMITTEE

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

COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE OF THE COMPANY:

Sr. No.	Name of the Director	Category	Designation
1.	Mr. Prem I. Gidwani	Non-Executive -Independent Director	Chairman
2.	Ms. Sonu A. Chowdhary	Non-Executive -Independent Director	Member
3.	Mr. Rajesh M. Mahtani	Non-Executive -Independent Director	Member
4.	Mr. Ashok B. Harjani	Chairman & Managing Director	Member

The role of NRC includes the areas laid out in Section 178 of the Act and Part D of Schedule II of the SEBI (LODR) Regulations, 2015. The Board of Directors on recommendation of the NRC has adopted a policy for evaluation of the Board, its Committees. Nomination & Remuneration Policy has been framed, adopted and implemented by the Nomination and Remuneration Committee, with broad objectives, for determining and recommending the remuneration of the Directors, KMP and Senior Management to the Board.

NOMINATION AND REMUNERATION COMMITTEE MEETINGS HELD AND ATTENDANCE OF DIRECTORS DURING THE YEAR 2022-23:-

Sr. No.	Date of Meeting		Total No. of Directors	Total No. of Directors Present
1.	10th Febr	uarv 2023	4	4

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) ol Companies Act, 2013 and read with Rule 5(1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2017 are forming part of this Annual Report.

13. AUDITORS

STATUTORY AUDITORS

M/s. S.P. Jain & Associates, Chartered Accountants, Mumbai (ICAI Firm Registration No. 103969W) were appointed as Statutory Auditors of the Company pursuant to the provisions of Section 139(8) and other applicable provisions, if any, of the Companies Act, 2013 as amended from time to time or any other law for the time being in force (including any statutory modification or amendment thereto or re-enactment thereof for the time being in force), till the conclusion of the 43rd Annual General Meeting of the Company to be held in the year 2027, at such remuneration plus applicable Tax, out of Pocket Expenses in connection with the audit as the Board of Directors of the Company may fix in this behalf in consultation with the Auditors.

SECRETARIAL AUDITORS

During the year, Secretarial Audit was carried out by M/s. Sanjay Dholakia & Associates (Membership No. F2655), a firm of Company Secretaries in Practice, the Secretarial Auditor of the Company for the financial year 2022-23, Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The observations of the Secretarial Auditor are selfexplanatory. The detailed report on the Secretarial Audit is annexed herewith (Annexure-4).

14. COMPLIANCES UNDER COMPANIES ACT, 2013 SHARE CAPITAL

The Issued, subscribed and Paid-up Equity Share Capital of Company has remained unchanged during the year. During the year under review the Company has not issued any securities, convertible Warrants/Bonds and/or other debt securities, which has likely impact on the Equity of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

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

INSURANCE

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

15. EMPLOYEE STOCK OPTION SCHEME

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

16. RELATED PARTY TRANSACTIONS

The Company has formulated a policy on dealing with Related Party Transaction. The policy is placed on the website of the Company. All the transactions entered into with Related Parties as defined under the Companies Act 2013, Regulation 2(1)(zc) and Regulation 23 of SEBI (LODR) Regulations, 2015 during the financial year were in the ordinary course of business and on an arm’s length basis. The Related Party Transactions are disclosed in the notes of financial statements for the financial year 202223 and the same is furnished in Form AOC-2 (Annexure-2) and is forming part of Annual Report.

17. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Act:

i. that in the preparation of the Annual Accounts for the year ended March 31,2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2023 and of the profit of the Company for the year ended on that date;

iii. at the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis;

v. that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of Internal Financial controls and compliance systems established and maintained by the company, work performed by the internal, statutory and secretarial auditors and external consultants including audit of internal financial controls over financial reporting by statutory auditors, and the reviews performed by management and the relevant board committees, including the Audit committee, the board is of the opinion that company’s internal financial controls were adequate and effective during the FY 2022-23.

18. RISK MANAGEMENT FRAMEWORK

The Company’s risk management framework is based on a clear understanding of various risks, disciplined risk assessment and measurement procedures and continuous monitoring. The procedures established for this purpose are continuously benchmarked with industry best practices. The Board of Directors takes utmost care in managing all the risks assumed by the Company. The Board reviews the level and direction of major risks pertaining to market, liquidity, operational, compliance, and capital at risk as part of risk profile overview.

The Company’s business faces various risks - strategic as well as operational in respect of all its Divisions. The Company has an adequate risk management system, which takes care of identification, assessment and review of risks as well as their mitigation plans put in place by the respective risk owners. The risks which were being addressed by the Company during the year under review included risks relating to market conditions, environmental, information technology etc. The Company has developed and implemented the structured framework for proactive management of all risks related to the business of the Company and to make it more certain that growth and earnings targets as well as strategic objectives are met.

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

19. BOARD EVALUATION

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

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

20. COMPANY’S CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

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

21. CORPORATE GOVERNANCE

The Company is adhering to good corporate governance practices in every sphere of its operations. The Company has complied with the Corporate Governance requirements under the Companies Act, 2013 and as stipulated under Regulations 17 to 27 of the SEBI Listing Regulations read with schedule II thereof. A separate report on Corporate Governance forms part of this Report along with the Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance.

22. CORPORATE SOCIAL RESPONSIBILITY

The Company has a Policy on Corporate Social responsibility (CSR) duly approved by the Board and the same has been hosted on Company’s website at https://www.premcoglobal.com/s/CSR-POLICY.pdf. The CSR budget for the Financial Year 2022-2023 was prepared in accordance with the provisions of Section 135 (5) of the Companies Act, 2013 read with the Company’s CSR Policy. The amount so budgeted was fully spent on or before 31^st March, 2023, the detailed report on CSR Activities/ Initiatives is enclosed as Annexure-3 to the report.

23. ANNUAL RETURN & EXTRACTS OF ANNUAL RETURN

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

24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

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

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

25. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has been employing women employees in various cadres. There were no instances taken place in the Company during the year which are required to be reported under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal ) Act, 2013.

26. QUALITY POLICY

Your Company strive for ‘excellence’ by providing customized solutions, products & services that satisfies the requirements of our Customers and continuously improve quality, reliability & services with the help of an effective Quality Management System, encompassing all statutory, regulatory, health, safety & environment requirements at our work place.

27. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

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

The Company does not have Joint Ventures/Associate Companies. The Board of directors in its meeting held on 12th August, 2022, have accorded approval to Subsidiary Company i.e. Premco Global Vietnam Co Ltd (PGVCL) to

repay the Capital Contribution of its deceased shareholder at a mutually agreed price and make necessary amendments in its Charter & Investment License which will transform the type of enterprise of PGVCL from Limited Liability Company with two members to one member limited liability which would result in Subsidiary Company being converted into Wholly Owned Subsidiary Company. The said was subject to receipt of revised Investment Licence and statutory clearance from Government of Vietnam. Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company’s subsidiaries in Form No. AOC-1 is annexed to the report (Annexure-1).

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

29. HUMAN RESOURCE

Company treats its “human resources” as one of the most important assets. The Management of the Company lays continuous focus on human resources, who are trained and updated on various issues from time to time to attain the required standards. The correct recruitment practices are in place to attract the best technical manpower to ensure that the Company maintains its competitive position with respect to execution. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis.

30. INTERNAL CONTROL AND ITS ADEQUACY

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

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

In compliance with the provisions of Section 124 (5) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, a sum of Rs. 4,42,608 /- being the dividend lying unclaimed out of the dividend declared by the Company for the Financial Year 2014-2015 were transferred to IEPF on 01^st November 2022. The details of the said unclaimed dividend transferred is available at the website of the Company at https://www.premcoglobal.com/investors

Similarly, During the period under review 1200 Equity Shares pertaining to financial year 2014-2015 have been transferred to IEPF authorities on 02^nd November 2022 vide Corporate

Action in compliance with the provisions of Section 124 of the Companies Act, 2013 and Rule 6 of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 after sending letters to those Shareholders and also making an advertisement in the newspapers in this regard. Details of these shares transferred to IEPF are available on the website of the Company at https://www.premcoglobal.com/investors

32. SIGNIFICANT AND MATERIAL ORDERS:

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

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC. & FOREIGN EXCHANGE EARNINGS AND OUTGOINGS:-

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

A. Conservation of energy:

I. The steps taken or impact on conservation of energy

Company invested a sum of Rs. 15 Lacs in Solar Panels previous year, the same has resulted in a reduction of Electricity bill by 0.15 Lacs per month/1.8 Lacs per annum.

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

Company manufactures Micro Elastic tapes. These tapes requires less finishing and hence less energy is consumed by heated drums.

III. The capital investment on energy conservation equipment’s

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

B. Technology absorption:

I. The efforts made towards technology absorption.

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

The benefits derived like product

improvement, cost reduction, product

development or import substitution

The improved efficiency in production has resulted in substantial cost reduction due to

lower wastages. The Company is endeavor to deliver best quality products at a lower cost.

II. The details of technology imported

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

C. Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgoes during the year are:

PARTICULARS	2022-2023	2021-2022
Foreign Exchange Earning	4,375.47	4,440.21
Foreign Exchange Outgo
- Raw Materials & Spares	-	22.73
- Capital Goods	3.09	54.57
- Travelling	60.79	7.76
- Expenses for Export	-	2.36
- Insurance Charges	0.09	0.10
- Advertisement Expenses	-	1.49
- Professional Fees	92.21	84.34

34. MANAGERIAL REMUNERATION

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

Name of the Director	Ratio of remuneration to median remuneration to all employees	% increase in remuneration in the financial year
EXECUTIVE DIRECTORS:
Mr. Ashok B. Harjani (Chairman & Managing Director)	45.42	10%
Mr. Lokesh P. Harjani (Whole Time Director)	34.58	10%
Mrs. Nisha P. Harjani (Director and CFO)	20.46	10%
Mrs. Sonia A. Harjani (Director)	1.16	10%
CHIEF EXECUTIVE OFFICER:
Mr. R. C. Panwar	19.76	10%
COMPANY SECRETARY:
Mr. Gaurish Tawte	2.28	-

B) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary.

Particulars	% increase in remuneration
Mr. Ashok B. Harjani, Managing Director	10%
Mr. Lokesh P. Harjani, Whole Time Director	10%
Mrs. Nisha P. Harjani, Director and CFO	10%
Mrs. Sonia A. Harjani, Director	10%
Mr. R. C. Panwar, CEO	10%
Mr. Gaurish Tawate Company Secretray	-

- Independent Directors are given only sitting fees.

C) Percentage increase in the median remuneration of employees in financial year 4.14%.

D) The number of permanent employees as on 31^st March, 2023 was 213.

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

F) Average percentile increase already made in the salaries of employees other than the managerial personnel in last financial year and its comparison with the percentile increase in managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial.

It can be seen that increase in managerial remuneration is quite minimal as compared to last year, and the same has been approved by Nomination and Remuneration Committee. Whereas the employee’s remuneration has been increased as per market trends and in line of trade.

G) No employee’s remuneration throughout the year 2022-2023 exceeded Rupees One Crore and two Lakh or more per annum.

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

I) Any shareholder interested may write to the Company Secretary for obtaining the statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Further, the report and the accounts are being sent to the members excluding the aforesaid. The same is also open for inspection at the Registered Office of the Company.

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

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

36. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:-

There were no application made or no proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

37. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the co-operation extended by all the employees, Bankers, Financial Institutions, various State and Central Government authorities and stakeholders.

For Premco Global Limited

Sd/-

Ashok B. Harjani

Chairman & Managing Director

DIN-00725890

Place: Mumbai

Date: 03^rd August 2023

---

Mar 31, 2018

DIRECTORS’ REPORT

[(Disclosure under Section 134(3) of The Companies Act, 2013)

{Read With Companies (Accounts) Rules, 2014}]

To the Members,

The Directors present the Annual Report of Premco Global Limited (the Company or PGL) with the Audited Financial Statements for the financial year ended 31^st March 2018. The consolidated performance of the Company and its subsidiary has been referred to wherever required.

1. FINANCIAL RESULTS:

(Rs. In Lacs)

Particulars	Standalone*		Consolidated*
	2017-2018	2016-2017	2017-2018	2016-2017
Revenue from operations	6195.90	6985.51	7839.44	7433.71
Other Income	371.52	348.92	297.20	316.79
Total Income	6567.42	7334.43	8136.64	7750.50
Operating expenditure	5609.82	5215.59	7044.57	5722.51
EBDIT	957.60	2118.84	1092.07	2027.99
Depreciation& Interest	274.85	357.32	374.26	445.11
Profit before Tax	682.75	1761.52	717.81	1582.88
Less: Taxes	176.93	584.44	176.93	584.44
Profit for the Period	505.82	1177.08	540.88	998.44
Other Comprehensive Income	1.64	(3.24)	1.64	(3.24)
Total Comprehensive Income for the Year	507.46	1173.84	542.52	995.20
Attributable to :
Shareholders of the Company	507.46	1173.84	528.11	1020.88
Non-controlling interests	N.A.	N.A.	14.41	(25.68)
Appropriations:
Dividend on Equity Shares (Excluding Tax)	99.14	99.14	99.14	99.14
Tax on Dividends	20.19	20.19	20.19	20.19
General Reserve	51.00	99.00	51.00	99.00
Earnings per share:
Basic	15.36	35.52	15.98	30.89
Diluted	15.36	35.52	15.98	30.89

* The Figures for Previous year have been re-instated/-regrouped in order to comply with Ind As as applicable from 01.04.2017 and as specified in Accounting Policies and Notes to Accounts.

2. FINANCIAL PERFORMANCE, OPERATIONS AND STATE OF THE COMPANY’S AFFAIRS:

During the year under review, Company’s revenue from operations stood at Rs. 6195.90 Lacs as against Rs.6985.51 Lacs in the previous year, The Company has earned a Net profit after Tax of Rs. 505.82 Lacs as compared to the Net Profit after Tax of Rs. 1177.08 Lacs during the previous accounting year.

On Consolidated basis, revenue from operations stood at Rs. 7839.44 Lacs as against Rs.7433.71 Lacs in the previous year and Net Profit after Tax stood at 540.88 Lacs as compared to the Net Profit after Tax of Rs. 998.44 Lacs during the previous accounting year

The Company’s EBDIT for the year on standalone basis was at Rs 957.60 Lacs as against Rs. 2118.84 Lacs. The standalone Profit After Tax of the Company Stood at Rs 505.82 as against Rs. 1177.08 Lacs.

The Company’s Consolidated EBDIT for the year stood at Rs. 1092.07 Lacs as against Rs. 2027.99 Lacs, The Consolidated Profit after Tax of the Company Stood at Rs. 540.88 Lacs as against Rs. 998.44 Lacs. The reasons as explained in previous paragraph hold good for consolidated results.

A BRIEF EXPLANATION ON PERFORMANCE:

(1) Ind AS effect:

As you know Company implemented Ind AS during the year 2017-18. The Effect of the same has been explained at Notes to Accounts at Note No. 48. The same is further explained as under;

- The Income of 2016-17 was reinstated from Rs. 985.79 Lacs to Rs. 1173.84 Lacs thereby having positive impact of Rs.188.05 Lacs

- The Reserves of 2015-16 were positively impacted by Rs. 125.39 Lacs

There for Proffit after Tax for 2017-18 stands at Rs. 819.26 Lakhs based on OLD GAAP, as against the net Profit of Rs.985.79 Lakhs in the previous financial year.

The other effect are summarized in Notes to Accounts 2017-18. The above also have impacted the current year results.

(2) GST Implementation / Drawback changes :

The Company successfully implemented the GST W.E.F 01.07.2017. Until implementation of GST, the Company’s Products were exempt , post implementation of GST, these products have been classified in 5% category.

The Drawbacks were reduced substantially post implementation of GST, had temporarily affected the Margins and Exports of the Company, these have now been aligned with new pricing Policy.

(3) Other Impacts :

The Company reported a rise in consolidated Revenue of Rs. 7839.44 Lacs as against Rs.7433.71 Lacs. The 4^thquarter ending 2017-18 fiscal year resulted in a growth in top line performance, with several factors contributing to decrease in bottom line as compared to previous year. On a current note, a dramatic shift from lackluster to robust product demand has been noted and is expected to be recognized going forward. The Management is hopeful of substantially improved capacity utilization during ensuing financial year.

Your Directors are happy to announce that, the Company’s Subsidiary viz. PREMCO GLOBAL VIETNAM COMPANY LIMITED, has first time reported profits for the quarter ended 31.03.2018 and financial breakeven for full year and since have been giving consistent results.

The Company’s strategy to go for subsidiary in Vietnam, has been paying a rich Dividends, and will reflect in the results in ensuing quarters.

The Management re-iterates its faith in Expansion of Capacities and expects a growth rate of 18% to 20% in Current Financial Year on a consolidated basis through increase in turnover, improved penetration in domestic market and strong inroads on export front along with appropriate restructuring of products and procedures.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

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

4. SUBSIDIARY COMPANY

The Company’s investment in Equity in its subsidiary stand at Rs. 563.53 Lacs as equity in foreign subsidiary namely Premco Global Vietnam Company Limited. The company holds 85% as a percentage of total equity and the balance is held by Mr. Sushil Rajwani who is a joint investor in the company.

The Company has also lent to the tune of Rs.1,170.80 Lacs as on 31.03.2018, in the form of short term lending to its Subsidiary company to enable to meet its Working Capital Requirements. The Company Charges the interest on the above outstanding amount at Market rate and the same is added to standalone results. The Company has also issued the SBLC favoring overseas Banker viz. Standard Chartered bank on behalf its subsidiary amounting to USD 300000 as on 31.03.2018.

Pursuant to provision of section 129(3) of the Act, a statement containing salient features of the financial statements of the Company’s subsidiaries in Form AOC-1 is attached to the financial statements as Annexure 1. Further, pursuant to the provisions of sec 136 of the Act, the financial statements of the company, consolidated financial statements and separate audited accounts in respect of subsidiaries are available on website of the Company.

5. DIVIDEND:

Based on the Company’s performance, the Directors have recommended a Final Dividend of Rs.3.00 per share for the financial year 2017-2018 on fully paid shares of 10/- each. (Previous year Rs.3.00/- per share). The proposal is subject to the approval of shareholders at the ensuing Annual General meeting (AGM) to be held on 25^thSeptember, 2018. The final dividend on equity shares, if approved by the members would involve a cash outflow of Rs. 119.33Lacs including Dividend Tax resulting in a payout of 12.10% of the unconsolidated profits of the company.

6. RESERVES:

The Company proposes to transfer Rs. 51.00 Lacs to the general reserve out of the amount available for appropriation.

7. LOANS, GUARANTEE & INVESTMENTS:

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

8. MATERIAL CHANGES AND COMMITMENTS:

Your Directors further states that there are no material changes have taken place affecting the financial position of the Company from the date of closure of financial year till the signing of Accounts.

9. DEPOSITS:

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

10. AUDITORS:

Based on the recommendation of Audit Committee, appointment of M/s. Sanjay Raja Jain& Co., Chartered Accountants, (Firm Regn. No. 120132W ) as statutory auditors of the company for the financial year 2018-19 is subject to ratification at the ensuing general meeting.

11. AUDITOR’S REPORT AND SECRETARIAL AUDIT:

M/s. Sanjay Dholakia & Associates, Practicing Company Secretaries, have been retained to conduct Secretarial Audit for the financial year 2018-2019, as required under Section 204 of the Companies Act, 2013 and the rules framed thereunder.

The Auditors report and Secretarial auditor’s report does not contain any qualifications, reservations or adverse remarks. Report of Secretarial Auditor is given as Annexure 6 which forms part of this Report.

As required by the Listing Regulations, the auditors certificate on corporate governance is annexed at Page no.

15. The auditors certificate for fiscal 2018 does not contain any qualification, reservation or adverse remark.

12. BOARD MEETINGS:

During the year under review, the Company has conducted

5 Board Meetings on 09^th May 2017, 07^th September 2017, 18^th September 2017, 12^th December 2017 & 14^thFebruary 2018. The Intervening gap between the Board Meetings was within the period prescribed under Companies Act, 2013 and SEBI.

13. DIRECTORS’ RESPONSIBILITY STATEMENT:

The financial statements are prepared in accordance with Indian Accounting Standards ( Ind AS) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values, the provisions of the Act 9 to the extent notified) and guidelines issued by SEBI. The Ind AS are prescribed under Section 133 of the companies Act, 2013 (‘the Act’), read with Rule 3 of the Companies 9Indian Accounting Standards) Rules 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. Effective April 01, 2017, the Company has adopted all the Ind AS standards and the adoption has been carried out in accordance with applicable transition guidance. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

Pursuant to section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) I n the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation and there are no material departures;

(ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared the annual accounts on a going concern basis;

(v) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of Internal Financial controls and compliance systems established and maintained by the company, work performed by the internal, statutory and secretarial auditors and external consultants including audit of internal financial controls over financial reporting by statutory auditors, and the reviews performed by management and the relevant board committees, including the Audit committee, the board is of the opinion that company’s internal financial controls were adequate and effective during the FY 2017-18.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A) Changes in Directors and Key Managerial Personnel Ms. Sonia A. Harjani, (DIN 01220774), Director of the Company, who is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, seek reappointment pursuant to Section 152 of the Companies Act, 2013 read with the applicable rules thereto, including any statutory modification(s) or reenactment thereof for the time being in force.

B) Declaration by Independent Director

The Company has received necessary declarations from each independent director under section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence laid down in section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as Independent Director during the year. During the year Non-executive Directors had no pecuniary relationship or transaction with Company, other than sitting fees for the purpose of attending the meetings of the company.

C) Key Managerial Persons

Pursuant to Provisions of section 203 of the Act, the Key Managerial Personnel of the Company are Mr. Ashok B. Harjani, Managing Director, Mrs. Nisha P. Harjani, Chief Financial Officer and Director, Ms. Pooja Shekhawat, Company Secretary& Compliance Officer.

15. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board process, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as composition of committees, effectiveness of committee meeting etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of criteria such as contribution of the individual director of the board and committee meetings like preparedness on the issue to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition the chairman was evaluated on the key aspects of his role.

In a separate meeting of Independent directors, performance of non-independent directors, performance of the board as a whole and performance of chairman was evaluated, taking into account the views of the executive directors and non-executive directors, The Board has carried out an annual performance evaluation of its own performance, of individual Directors as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders'' Relationship Committees. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee.

16. RISK MANAGEMENT POLICY:

There is an adequate risk management infrastructure in place capable of identifying, evaluating and addressing the risk organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational etc. The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its objectives.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms the part of this report.

17. RELATED PARTY TRANSACTIONS:

None of the transaction with related parties falls under the scope of section 188(1) of the Act. Information on transaction with related parties pursuant to section 134(3)

(h) of the Act read with rule 8(2) of the Companies Account rules, 2014 are given in ANNEXURE 2 in Form AOC-2 and the same forms part of this report.

18. EXTRACT OF ANNUAL RETURN:

As provided under Section 92 of the Companies Act, 2013, the extract of Annual Return in Form No. MGT -9 is given in ANNEXURE 3 which forms the part of Board report.

19. AUDIT COMMITTEE:

The Audit Committee comprises of 2 Non-Executive Directors and 2 Executive Directors namely Mr. Devendra K. Shah (Chairman) and Mr. Rajesh M. Mahtani and Mr. Lokesh P. Harjani and Ms. Nisha P. Harjani Executive Director as other member. Other details are included in Corporate Governance Report which is the part of this report.

20. NOMINATION AND REMUNERATION COMMITTEE:

The details pertaining to the composition of Nomination & Remuneration Committee are included in Corporate Governance Report which is the part of this report.

21. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE: The brief outline of Corporate Social Responsibility policy and financial data pertaining to company’s CSR policy and disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in ANNEXURE 4 of this report. For other details please refer Corporate Governance Report which forms part of this report.

22. SIGNIFICANT AND MATERIAL ORDERS:

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

23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

As per the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has in place a Policy on Prevention, Prohibition & Redressal of Sexual Harassment of Women at Workplace and has a robust mechanism to redress the complaints reported there under. An Internal Committee has been constituted, which comprises of internal members who have experience in the subject field.

Pursuant to the provisions of Section 22 of the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013, the complaints received there under and the details relating thereto are as follows:

a) Number of complaints received in the year : NIL

b) Number of complaints disposed of during the year : NIL

c) Number of cases pending more than ninety days : NIL

d) Number of workshops or awareness programme against sexual harassment carried out : Your Company on a regular basis sensitizes its employees on prevention of sexual harassment through various workshops, awareness programme.

e) Nature of action taken by the employer or district officer : NIL

24. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were found.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC. & FOREIGN EXCHANGE EARNINGS AND OUTGOINGS:-

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

A. Conservation of energy:

(i) The steps taken or impact on conservation of energy

The Company has replaced the 36w/40w tube lights with 16w LED tube lights which consumes 50% less energy.

(ii) The steps taken by the company for utilizing alternate sources of energy

The Company’s present outlay does not recommend for alternate source of energy. The Company intends to replacing high capacity motors in covering dept. with energy efficient new motors which should give a huge saving.

(iii) The capital investment on energy conservation equipment’s

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

B. Technology absorption:

(i) The efforts made towards technology absorption.

The Company has replaced some of the machines with high speed / upgraded version. The Company is also working on its super soft yarn technology which will help the Company to improve the quality of products.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution

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

(iii) The details of technology imported

Last year, the company had imported higher hook J/Q machines to weave wider J/Q designs. The Company is also foraying into printing and other value added products.

C. Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgoes during the year are:

(Rs. In Lacs)

PARTICULARS	2017-18	2016-2017
Foreign Exchange Earning	3068.55	3698.77
Foreign Exchange Outgo	-	-
-Raw Materials & Spares	22.26	181.43
-Capital Goods	16.38	124.88
-Travelling	62.57	69.56
-Expenses for Export	22.65	56.11
-Insurance Charges	0.96	2.08

26. MANAGERIAL REMUNERATION:

A) Details of the ratio of the remuneration of each director to the median employee’s remuneration and other details as required pursuant to Rule5(1)of the Companies(Appointment and Remuneration of Managerial Personnel)Rules, 2014

Name of the Director	Designation	Ratio of remuneration to median remuneration to all employees
Ashok B. Harjani	Chairman & Managing Director	27.71
Lokesh P. Harjani	Executive Director	13.73
Nisha P. Harjani	CFO &Director	12.48
Sonia A. Harjani	Director	1.06

B) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary

Particulars	% increase in remuneration
Ashok B. Harjani, Managing Director	-
Lokesh P. Harjani, Executive Director	-
Nisha P. Harjani, CFO& Director	-
Sonia A. Harjani, Director	-
Devendra Kumar Jain, CEO-Project	-
Shantanu Dey, CEO	-
Pooja Shekhawat, Company Secretary	-

-Independent Directors are given only sitting fees which is same as last year.

C) Percentage increase in the median remuneration of employees in financial year 4%

D) The number of permanent employees as on 31^st March, 2018 was 182.

E) Explanation on relationship between average increase in remuneration and Company performance:

The increase in remuneration is in line with market trends and also with Company’s Performance

F) Comparison of remuneration of key managerial personnel against performance of the company

Aggregate Remuneration of Key Managerial	200.80
Personnel (KMP)
Revenue	6195.90
Remuneration of KMPs ( as % of revenue)	3.20 %
Profit Before Tax	682.75
Remuneration of KMP( as % of PBT)	28.97 %

G) Variation in Market Capitalization of the Company Price Earnings ratio of current financial year and previous financial year:

(Rs. In Lacs)

Particulars	March	March	% change
	31, 2018	31, 2017
Market Capitalization	689.25	15659.79	(-) 95.60 %
Price Earnings Ratio	20.89	15.89	(-) 31.47%

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

I) Average percentile increase already made in the salaries of employees other than the managerial personnel in last financial year and its comparison with the percentile increase in managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial

It can be seen that increase in managerial remuneration is quite minimal as compared to last year, whereas the employee’s remuneration has been increased as per market trends. There have been no exceptional circumstances for increase in managerial remuneration.

J) Comparison of each remuneration of the key managerial personnel against the performance of the Company:

(Rs. In Lacs)

	Ashok B. Harjani Managing Director	Lokesh P. Harjani Executive Director	Nisha P. Harjani Chief Financial officer	Shantanu Dey Chief Executive Officer	Devendra kumar Jain Chief Executive Officer-Project	Harshakaur Hotsinghani Company Secretary (up to dec’17)	Pooja Shekhawat Company Secretary (from feb’18)
Remuneration in FY 18	69.60	54.39	31.00	37.08	2.27	2.95	0.56
Revenue			6195.90
Remuneration as % of revenue	1.12	0.88	0.50	0.60	0.04	0.05	0.01
Profit Before Tax (PBT)			682.75
Remuneration as % of PBT	10.19	7.97	4.54	5.43	0.33	0.43	0.08

K) The Key parameters for any variable component of remuneration availed by the directors The key parameters for the variable component of remuneration availed by the Directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee.

L) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive in excess of the highest paid director during the year: None

M) Affirmation that the remuneration is as per the remuneration policy of the Company

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

N) No employee’s remuneration throughout the year 20172018 exceeded remuneration aggregating Rs. 60Lacs or more per annum.

O) No employee’s remuneration for the year 2017-2018 exceeded the remuneration of any Directors.

P) No employee employed for a part of the year is in receipt of remuneration aggregating Rs. 5 Lacs or more per month. Q) No employee’s remuneration was in excess of the remuneration drawn by the managing director or whole time director or manager and does not holds by himself or along with his spouse and dependent children, any equity shares more than 2% of the of the company.

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

The Company does not have Joint Ventures/Associate Companies. The Company has incorporated foreign subsidiary in Vietnam viz. Premco Global Vietnam Company Limited in which it holds 85%.

28. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Regulation, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee.

29. CORPORATE GOVERNANCE:

The Company is adhering to good corporate governance practices in every sphere of its operations. The Company has taken adequate steps to comply with the applicable provisions of Corporate Governance as stipulated in Chapter IV Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015entered into with the Stock Exchanges. A separate report on Corporate Governance forms part of this Report along with the Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

I n terms of the provisions of Regulation 34 of the Listing regulations, the Management’s discussion and analysis is set out in this Annual Report as Annexure 3.

31. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the co-operation extended by all the employees, Bankers, Financial Institutions, various State and Central Government authorities and stakeholders.

For Premco Global Limited

Ashok B. Harjani

Chairman & Managing Director

DIN-00725890

Place: Mumbai

Date: 29^th May 2018

---

Mar 31, 2017

To the Members,

The Directors present the Annual Report of Premco Global Limited (the Company or PGL) with the Audited Financial Statements for the financial year ended 31st March 2017. The consolidated performance of the Company and its subsidiary has been referred to wherever required.

1. FINANCIAL RESULTS (In Lakhs)

	Standalone		Consolidated
	2016-2017	2015-2016	2016-2017	2015-2016
Revenue from operations	6,972.40	7,392.87	7,420.60	7,352.69
Add : Other Income	102.39	259.15	70.26	262.12
Total Income	7,074.79	7,652.02	7,490.86	7,614.81
Less : Operating expenditure	5,208.01	5,377.40	5,714.94	5,343.57
EBDIT	1,866.78	2,274.62	1,775.92	2,271.24
Less : Depreciation& Interest	355.26	323.67	443.04	323.89
Profit before Tax	1,511.52	1,950.94	1,332.88	1,947.35
Less: Taxes	525.73	685.12	525.73	685.12
Profit for the year	985.79	1,265.82	807.15	1,262.23
Attributable to :
Shareholders of the Company	985.79	1,265.82	832.83	1,262.44
Non-controlling interests	N.A	N.A	(25.68)	(0.21)
Appropriations:
Dividend on Equity Shares (Excluding Tax)	99.14	99.14	99.14	16.52
Tax on Dividends	20.19	20.50	20.19	3.68
General Reserve	99.00	127.00	99.00	127.00
Earnings per share:
Basic	29.83	38.00	25.20	37.90
Diluted	29.83	38.00	25.20	37.90

2. FINANCIAL PERFORMANCE, OPERATIONS AND STATE OF THE COMPANY’S AFFAIRS:

During the year under review, Company’s revenue from operations stood at Rs. 6,972.40 Lakhs as against Rs. 7,392.87 Lakhs in the previous year, The Company has earned a Net profit after Tax of Rs.985.79 Lakhs as compared to the Net Profit after Tax of Rs.1,265.82 Lakhs during the previous accounting year.

On Consolidated basis, revenue from operations stood at Rs.7,420.60 Lakhs as against Rs.7,352.69 Lakhs in the previous year and Net Profit after Tax stood at Rs.807.15 Lakhs as compared to the Net Profit after Tax of Rs.1,262.23 Lakhs during the previous accounting year

The Company’s EBDIT for the year on standalone basis was at Rs1,866.77 Lakhs as against Rs.2,274.62 Lakhs. The standalone Profit After Tax of the Company Stood at Rs 985.79 Lakhs as against Rs1,265.82 Lakhs.

The earnings were lower mainly on account of Appreciation in Rupee, which appreciated more than 10% in Last quarter resulting in lower realization in Exports Revenue, and loss of Foreign Exchange Forward Premiums. The change in Government MIES benefits (Non-inclusion of Narrow Woven Fabric in MIES list uptil December 31st 2016), also resulted in lower Export Benefits accruing and affecting the profitability. Since, then the Company has re-worked on its FOREX Hedging Policy and the benefits under MIES scheme have been restored by the Government of India. The Company’s Domestic Operations grew more than 30% to partly offset the loss of revenue to shift of turnover to Premco Global Vietnam. The Company envisages the endeavor to further make inroads to Domestic Supply based on Government of India’s Theme of “Make in India” and GST roll out from July 1, 2017.

The Company’s Consolidated EBDIT for the year stood at Rs.1,775.92 Lakhs as against Rs.2,271.24 Lakhs, The Consolidated Profit after Tax of the Company Stood at Rs.832.83 Lakhs as against Rs.1,262.44 Lakhs. The reasons as explained in previous paragraph hold good for consolidated results.

We are happy to report that Company’s overseas Subsidiary viz PREMCO GLOBAL VIETNAM COMPANY LIMITED, has been successful commercialized during the Last Quarter of 2016, duly completing Phase 1 and Phase 2. The Company Operations have been stabilized and the plant Capacity as envisaged in the Board resolution of April 2015 have been achieved. As the Process of Commercialization, could only be completed in the last quarter of the financial year, the results subsumed, in the Consolidation, reflect only partial capacity utilization during the FY 2016-17. The Company expects 70% utilization during 2017 and full commercialization from January 2018.

The Management re-iterates its conviction in the expansion of capacities and expects a growth rate of 18% to 20% in the Current Financial Year on a consolidated basis. through increase in turnover, improved penetration in domestic market and strong inroads on export front along with appropriate restructuring of products and procedures.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

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

4. SUBSIDIARY COMPANY

The Company has invested a sum of Rs. 563.53 Lakhs as equity in foreign subsidiary namely Premco Global Vietnam Company Limited. The company holds 85% as a percentage of total equity and the balance is held by Mr. Sushil Rajwani who is a joint investor in the company.

The Company has also lent to the tune of Rs. 920.71 Lakhs as on 31.03.2017, in the form of short term lending to its Subsidiary company to enable to meet its Working Capital Requirements. The Company Charges the interest on the above outstanding amount at Market rate and the same is added to standalone results.

Pursuant to provision of section 129(3) of the Act, a statement containing salient features of the financial statements of the Company’s subsidiaries in Form AOC-1 is attached to the financial statements as Annexure 1.

Further, pursuant to the provisions of sec 136 of the Act, the financial statements of the company, consolidated financial statements and separate audited accounts in respect of subsidiaries are available on website of the Company.

5. DIVIDEND:

Based on the Company’s performance, the Directors have recommended a Final Dividend of Rs.3.00 per share for the financial year 2016-2017 on fully paid shares of 10/each. (Previous year Rs.3.00 per share). The proposal is subject to the approval of shareholders at the ensuing Annual General meeting (AGM) to be held on 20th July 2017. The final dividend on equity shares, if approved by the members would involve a cash outflow of Rs. 119.33 Lakhs including Dividend Tax resulting in a payout of 12.10% of the unconsolidated profits of the company.

6. RESERVES:

The Company proposes to transfer Rs. 99.00 Lakhs to the general reserve out of the amount available for appropriation

7. LOANS, GUARANTEE & INVESTMENTS:

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

8. MATERIAL CHANGES AND COMMITMENTS:

Your Directors further states that there are no material changes have taken place affecting the financial position of the Company from the date of closure of financial year till the signing of Accounts.

The Directors are pleased to recommend the ESOP policy for employees of its Subsidiary Company subject to approval by members in general meeting. Particulars of the policy are stated in explanatory statement of Notice of AGM.

9. DEPOSITS:

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

10. AUDITORS:

The Board has recommended the appointment of M/s. Sanjay Raja Jain Company, Chartered Accountants, (Firm Regn. No. 120132W ) as statutory auditors of the company in place of the retiring auditors M/s. S.P. Jain & Associates, Chartered Accountants, (Firm Regn. No. 103969W ) M/s. Sanjay Raja Jain Company Chartered Accountant have confirmed this eligibility as per Section 139 of the Companies Act, to hold office from the conclusion of this Annual General Meeting until the conclusion of the 38th Annual General Meeting. Members are requested to approve the appointment of auditors.

11. AUDITOR’S REPORT AND SECRETARIAL AUDIT:

M/s. Sanjay Dholakia & Associates, Practicing Company Secretaries, have been retained to conduct Secretarial Audit for the financial year 2017-2018, as required under Section 204 of the Companies Act, 2013 and the rules framed thereunder.

The Auditors report and Secretarial auditor’s report does not contain any qualifications, reservations or adverse remarks. Report of Secretarial Auditor is given as Annexure 6 which forms part of this Report.

12. BOARD MEETINGS:

During the year under review, the Company has conducted 5 Board Meetings on 30th May 2016, 03rd August 2016, 09th November 2016, 13th February 2017& 20th February 2017.The Intervening gap between the Board Meetings was within the period prescribed under Companies Act, 2013 and SEBI.

13. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation and there are no material departures;

(ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared the annual accounts on a going concern basis;

(v) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of Internal Financial controls and compliance systems established and maintained by the company, work performed by the internal, statutory and secretarial auditors and external consultants including audit of internal financial controls over financial reporting by statutory auditors, and the reviews performed by management and the relevant board committees, including the Audit committee, the board is of the opinion that company’s internal financial controls were adequate and effective during the FY 2016-17.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A) Changes in Directors and Key Managerial Personnel

Mr. Ashok B. Harjani, (DIN 00725890) Managing Director of the Company, who is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, seek reappointment pursuant to Section 152 of the Companies Act, 2013 read with the applicable rules thereto, including any statutory modification(s) or re-enactment thereof for the time being in force.

B) Declaration by Independent Director

The Company has received necessary declarations from each independent director under section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence laid down in section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as Independent Director during the year. During the year Non-executive Directors had no pecuniary relationship or transaction with Company, other than sitting fees for the purpose of attending the meetings of the company.

C) Key Managerial Persons

Pursuant to Provisions of section 203 of the Act, the Key Managerial Personnel of the Company are Mr. Ashok B. Harjani, Managing Director, Mrs. Nisha P. Harjani, Chief Financial Officer and Director, Miss. Harshakaur A. Hotsinghani, Company Secretary.

15. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board process, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as composition of committees, effectiveness of committee meeting etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of criteria such as contribution of the individual director of the board and committee meetings like preparedness on the issue to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition the chairman was evaluated on the key aspects of his role.

In a separate meeting of Independent directors, performance of non-independent directors, performance of the board as a whole and performance of chairman was evaluated, taking into account the views of the executive directors an non-executive directors, The Board has carried out an annual performance evaluation of its own performance, of individual Directors as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders’ Relationship Committees. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee.

16. RISK MANAGEMENT POLICY:

There is an adequate risk management infrastructure in place capable of identifying, evaluating and addressing the risk organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational etc. The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its objectives.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms the part of this report.

17. RELATED PARTY TRANSACTIONS:

None of the transaction with related parties falls under the scope of section 188(1) of the Act. Information on transaction with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies Account rules, 2014 are given in ANNEXURE 2 in Form AOC-2 and the same forms part of this report.

18. EXTRACT OF ANNUAL RETURN:

As provided under Section 92 of the Companies Act, 2013, the extract of Annual Return in Form No. MGT -9 is given in ANNEXURE 3which forms the part of Board report.

19. AUDIT COMMITTEE:

The Audit Committee comprises of 2 Non Executive Directors and 1 Executive Director namely Mr. Devendra K. Shah (Chairman) and Mr. Rajesh M. Mahtani and Mr. Lokesh Harjani Executive Director as other member. Other details are included in Corporate Governance Report which is the part of this report.

20. NOMINATION AND REMUNERATION COMMITTEE:

The details pertaining to the composition of Nomination & Remuneration Committee are included in Corporate Governance Report which is the part of this report.

21. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The brief outline of Corporate Social Responsibility policy and financial data pertaining to company’s CSR policy and disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in ANNEXURE 4of this report. For other details please refer Corporate Governance Report which forms part of this report.

22. SIGNIFICANT AND MATERIAL ORDERS:

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

23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Directors state that during the year under review there were no cases filed/pending.

24. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were found.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC. & FOREIGN EXCHANGE EARNINGS AND OUTGOINGS:-

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

A. Conservation of energy:

(i) The steps taken or impact on conservation of energy

The Company has replaced the 36w/40w tube lights with 16w LED tube lights which consumes 50% less energy.

(ii) The steps taken by the company for utilising alternate sources of energy

The Company’s present outlay does not recommend for alternate source of energy. The Company intends to replacing high capacity motors in covering dept. with energy efficient new motors which should give a huge saving.

(iii) The capital investment on energy conservation equipments

As explained in point No.(ii) above the Company do not propose any major capital investment on energy conservation equipments because the existing arrangement are sufficient to cater the company need and are cost effective.

B. Technology absorption:

(i) The efforts made towards technology absorption. The Company has imported sophisticated higher output machines , which will not add capacity, but also reduce energy cost per metre. Company will also look into the possibility of using solar energy in Dadra & Palghar The cost benefit analysis is under way.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution

The company is working with its suppliers for converting conventional dyed yarn to dope dyed yarn thereby reducing the raw material cost and also enabling better utilsation of capacitieis. This will enable to save more than 5% in cost of polyster dyed yarn. The company also is in the process of developing speciality yarns which will give it the edge over the other competitors in Product Quality and Pricing of the Product.

(iii) The details of technology imported

The company had imported higher hook J/Q machines to weave wider J/Q designs where the market is improving. This J/Q s will manufacture mostly high value added items.

26. MANAGERIAL REMUNERATION:

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

Name of the Director	Designation	Ratio of remuneration to median remuneration to all employees
Ashok B. Harjani	Chairman & Managing Director	28.91
Lokesh P. Harjani	Executive Director	14.32
Nisha P. Harjani	CFO & Director	13.02
Sonia A. Harjani	Director	0.95

B) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary

Particulars	% increase in remuneration
Ashok B. Harjani, Managing Director	1.28
Lokesh P. Harjani, Executive Director	4.93
Nisha P. Harjani, CFO & Director	-
Sonia A. Harjani, Director	-
Devendra K. Jain, CEO-Project	-
Shantanu Dey, CEO	-
Harshakaur Hotsinghani, Company Secretary	51.13

Following is the Clarification for not providing % increase in remuneration:

Shantanu Dey, Chief Executive Officer- joined office from 15.07.2016

Independent Directors are given only sitting fees which is same as last year.

C) Percentage increase in the median remuneration of employees in financial year 11%

D) The number of permanent employees as on 31st March, 2017 was 174.

E) Explanation on relationship between average increase in remuneration and Company performance:

The increase in remuneration is in line with market trends and also with Company’s Performance

F) Comparison of remuneration of key managerial personnel against performance of the company

(Rs. In Lakhs)

Aggregate Remuneration of Key	214.57
Managerial Personnel (KMP)
Revenue	6,972.40
Remuneration of KMPs ( as % of revenue)	3.12
Profit Before Tax	1,511.52
Remuneration of KMP( as % of PBT)	14.20

G) Variation in Market Capitalisation of the Company (Rs. In Lacs), Price Earnings ratio of current financial year and previous financial year:

(Rs. In Lakhs)

	March 31,	March 31,	% change
Particulars	2017	2016
Market Capitalization	15,659.79	19,068.69	17.88
Price Earnings Ratio	15.89	15.07	5.44

I) Average percentile increase already made in the salaries of employees other than the managerial personnel in last financial year and its comparison with the percentile increase in managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial

It can be seen that increase in managerial remuneration is quite minimal as compared to last year, whereas the employee’s remuneration has been increased as per market trends. There have been no exceptional circumstances for increase in managerial remuneration.

J) Comparison of each remuneration of the key managerial personnel against the performance of the Company:

(Rs. In Lakhs)

	Ashok B. Harjani Managing Director	Lokesh P. Harjani Executive Director	Nisha P Harjani Chief Financial officer	Shantanu Dey Chief Executive officer	Devendra kumar Jain Chief Executive officer - P roject	Harshakaur Hotsinghani Company Secretary
Remuneration in FY 17	69.60	54.35	31.00	26.02	24.87	3.51
Revenue		6,972.40
Remuneration as % of revenue	1.00	0.78	0.44	0.37	0.36	0.05
Profit Before Tax (PBT)		1,511.52
Remuneration as % of PBT	4.60	3.59	2.05	1.72	1.65	0.23

K) The Key parameters for any variable component of remuneration availed by the directors The key parameters for the variable component of remuneration availed by the Directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee.

L) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive in excess of the highest paid director during the year: None

M) Affirmation that the remuneration is as per the remuneration policy of the Company

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

N) No employee’s remuneration throughout the year 2016 2017 exceeded remuneration aggregating Rs. 60Lakhs or more per annum.

O) No employee’s remuneration for the year 2016-2017 exceeded the remuneration of any Directors.

P) No employee employed for a part of the year is in receipt of remuneration aggregating Rs. 5 Lakhs or more per month.

Q) No employee’s remuneration was in excess of the remuneration drawn by the managing director or whole-time director or manager and does not holds by himself or along with his spouse and dependent children, any equity shares more than 2% of the of the company.

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

The Company does not have Joint Ventures/Associate Companies. The Company has incorporated foreign subsidiary in Vietnam in which Premco Global Limited will hold 85%.

28. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Regulation, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an email, or dedicated telephone line or a letter to the Chairman of the Audit Committee.

29. CORPORATE GOVERNANCE:

The Company is adhering to good corporate governance practices in every sphere of its operations. The Company has taken adequate steps to comply with the applicable provisions of Corporate Governance as stipulated in Chapter IV Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 entered into with the Stock Exchanges. A separate report on Corporate Governance forms part of this Report along with the Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: In terms of the provisions of Regulation 34 of the Listing regulations, the Management’s discussion and analysis is set out in this Annual Report as Annexure 3.

31. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the co-operation extended by all the employees, Bankers, Financial Institutions, various State and Central Government authorities and stakeholders.

For PREMCO GLOBAL LIMITED

ASHOK B.HARJANI

CHAIRMAN & MANAGING DIRECTOR

DIN - 00725890

Regd Office:

“Premco House”, A/26, M.I.D.C., Street No. 3,

Andheri (East), Mumbai - 400 093.

Date: 09th May 2017

CIN: L18100MH1986PLC040911

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Mar 31, 2016

2. PERFORMANCE:

To the Members,

The Directors have pleasure in presenting the 32nd Annual Report of the Company and Audited Financial Statements for the year ended 31st March 2016.

1. FINANCIAL RESULTS

	Standalone		Consolidated*
Particulars	2015-2016	2014-2015	2015-2016
	In Lacs	In Lacs	In Lacs
Revenue from operations	7392.87	7227.69	7352.70
Operating expenditure	5118.25	5024.01	5081.46
Profit before Interest & Depreciation	2274.62	2,203.68	2271.24
Less: Depreciation	220.60	236.80	220.60
Interest	103.09	108.95	103.30
Profit before Tax	1950.93	1,857.93	1947.34
Provision for - Current Tax	727.39	677.00	727.39
- Deferred Tax	(42.28)	(24.57)	(42.28)
Net Profit after Tax / Surplus Available for appropriation	1,265.82	1,205.50	1262.23
Minority Interest	-	-	(0.21)
Profit after minority interest	-	-	1262.44
Less Appropriation: Proposed Dividend (Excluding Tax)	16.52	88.05	16.52
Tax on proposed Dividend	3.68	17.61	3.68
Interim Dividend (Excluding Tax)	82.62	-	82.62
Tax on Interim Dividend	16.82	-	16.82
Transfer to General reserve	127.00	121.00	127.00
Surplus as per Profit & Loss A/c.	1019.18	978.84	1015.80
Total	1265.82	1,205.50	1262.44

* Consolidated Comparatives for Previous Year - N/A

During the year under review, Company''s revenue from operations stood at Rs.7,392.87 Lacs as against Rs.7,227.69 Lacs in the previous year, showing a growth of 2.28% as compared to previous year. The Company has earned a Net profit after Tax of Rs.1,265.82 Lacs as compared to the Net Profit after Tax of Rs.1,205.50 Lacs during the previous accounting year, registering a growth of 5%.

During the Financial year 2015-16, the company, established the as a Joint Venture, Plant in Vietnam, whereby the Company holds 85% stake and hence the consolidation of accounts was required as per Companies Act 2013. On Consolidated basis, revenue from operations stood at Rs.7,352.70 Lacs and Net Profit after Tax of Rs.1,262.44 Lacs.

The management continues to pursue its efforts to further improve its capacity utilization, operating efficiencies and cost competitiveness to improve its international performance in the further year through increase in turnover, improved penetration in domestic market and strong inroads on export front along with appropriate restructuring of products and procedures.

3. SUBSIDIARY COMPANY

The Company has invested a sum of Rs.395.28 Lacs as equity in foreign subsidiary namely Premco Global Vietnam Company Limited. The company holds 85% as a percentage of total equity and the balance is held by Mr. Sushil Rajwani who is a joint investor in the company.

Pursuant to provision of section 129(3) of the Act, a statement containing salient features of the financial statements of the Company''s subsidiaries in Form AOC-1 is attached to the financial statements as Annexure I.

Further, pursuant to the provisions of sec 136 of the Act, the financial statements of the company, consolidated financial statements and separate audited accounts in respect of subsidiaries are available on website of the Company.

4. DIVIDEND:

Based on the Company''s performance, the Directors are pleased to recommend for approval of members a Final Dividend of Rs.0.5 per share for the financial year 2015-2016 taking total dividend to Rs.3.00 per share on fully paid shares of 10/- each.(Previous year Rs.2.70 per share). The final dividend on equity shares, if approved by the members would involve a cash outflow of Rs.20.2 Lacs including Dividend Tax The total Dividend on Equity shares including Dividend tax for the financial year would aggregate to Rs.119.65 Lacs resulting in a payout of 9.45% of the unconsolidated profits of the company.

5. RESERVES:

The Company proposes to transfer Rs.127 Lacs to the general reserve, out of the amount available for appropriation an amount of Rs.1019.18 Lacsis proposed to be retained in Profit

& Loss Account.

6. LOANS, GUARANTEE & INVESTMENTS:

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

7. MATERIAL CHANGES AND COMMITMENTS:

Your Directors further states that there are no material changes have taken place affecting the financial position of the Company from the date of closure of financial year till the signing of Accounts.

During the year Company has converted 43,800 shares to fully paid upon receipt of the call money and has forfeited 31,500 shares for non receipt of the same.

The Directors are pleased to recommend for approval of members the ESOP policy for its employees, particulars of the policy are stated in explanatory statement of Notice of AGM.

8. DEPOSITS:

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

9. AUDITORS:

M/s. S.P. Jain & Associates, Chartered Accountants, Mumbai being eligible offer themselves for re-appointment. If reappointed, it will be within the prescribed limits specified in Section 139 of the Companies Act, 2013. Members are requested to appoint the auditors and to fix their remuneration.

10. SECRETARIAL AUDIT:

M/s. Sanjay Dholakia & Associates, Practicing Company Secretaries, have been retained to conduct Secretarial Audit for the financial year 2016-2017, as required under Section 204 of the Companies Act, 2013 and the rules framed there under.

The Auditors report and Secretarial auditor''s report does not contain any qualifications, reservations or adverse remarks. Report of Secretarial Auditor is given as Annexure VI which forms part of this Report.

11. SHARE CAPITAL:

During the year, Company converted 43,800 partly paid shares to fully paid up and forfeited 31,500 shares for non-payment of call money hence there is reduction of share capital.

12. BOARD MEETINGS:

During the year under review, the Company has conducted 7 Board Meetings on 20th April 2015, 28th May 2015, 11th August 2015, 2nd November 2015, 5th December 2015, 3rd February 2016 & 19th March 2016. The Intervening gap between the Board Meetings was within the period prescribed under Companies Act, 2013 and SEBI.

13. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation and there are no material departures;

(ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared the annual accounts on a going concern basis;

(v) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of Internal Financial controls and compliance systems established and maintained by the company, work performed by the internal, statutory and secretarial auditors and external consultants including audit of internal financial controls over financial reporting by statutory auditors, and the reviews performed by management and the relevant board committees, including the Audit committee, the board is of the opinion that company''s internal financial controls were adequate and effective during the FY 2015-16.

14. CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements of the Company are prepared in accordance with the applicable accountingstandards and form a part of the Annual Report.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A) Changes in Directors and Key Managerial Personnel Mr. Lokesh Prem Harjani, (DIN 01496181) Executive Director of the Company, who is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, seek reappointment pursuant to Section 152 of the Companies Act, 2013. Further, during the year Mrs. Sonia A. Harjani and Mrs. Nisha P. Harjani were appointed on 02.11.2015 as Additional Directors on the Board of Premco Global Limited and confirmed/Consented their availability for their appointment at AGM.

B) Declaration by Independent Director

The Company has received necessary declarations from each independent director under section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence laid down in section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as Independent Director during the year.

C) Key Managerial Persons

Pursuant to Provisions of section 203 of the Act, the Key Managerial Personnel of the Company are Mr. Ashok Harjani, Managing Director, Mrs. Nisha P. Harjani, Chief Financial Officer and Director, Miss. Harshakaur Hotsinghani, Company Secretary with effect from 22.06.2015.

16. Board evaluation

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board process, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as composition of committees, effectiveness of committee meeting etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of criteria such as contribution of the individual director of the board and committee meetings like preparedness on the issue to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition the chairman was evaluated on the key aspects of his role.

In a separate meeting of Independent directors, performance of non-independent directors, performance of the board as a whole and performance of chairman was evaluated, taking into account the views of the executive directors an non-executive directors, The same was discussed in the board meeting that followed the meeting of independent directors, at which the performance of the board, its committees and the individual directors also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

17. RISK MANAGEMENT POLICY:

During the year, the Board of Directors have seeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its objectives.

The development and implementation of risk management policy has been covered in the management discussion and analyses, which forms the part of this report.

18. RELATED PARTY TRANSACTIONS:

None of the transaction with related parties falls under the scope of section 188(1) of the Act. Information on transaction with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies Account rules, 2014 are given in Annexure II in Form AOC-2 and the same forms part of this report.

19. EXTRACT OF ANNUAL RETURN:

The extract of Annual Return in Form No. MGT -9, as provided under sub-section (3) of Section 92 of the Companies Act, 2013, annexed AnnexureIIIas to the Board report.

20. AUDIT COMMITTEE:

The Audit Committee comprises of 2 Non Executive Directors and 1 Executive Director namely Mr. Devendra K. Shah (Chairman) and Mr. Rajesh M. Mahtani and Mr. Lokesh Harjani Executive Director as other members. All the recommendations made by the Audit Committee were accepted by the Board.

21. NOMINATION AND REMUNERATION COMMITTEE:

The Company has constituted a Nomination and Remuneration Committee pursuant to Section 178(1) of the Companies Act, 2013 which comprises of Mr. Devendra K. Shah (Chairman), Mr. Ashok B. Harjani and Rajesh M. Mahtanias members and has defined the policy on Director''s appointment and payment of remuneration including criteria for determining qualifications, positive attributes, independence of a Director.

22. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility(CSR) Committee comprises of Mr. Devendra K. Shah (Chairman) and Mr. Ashok

B. Harjani and Mr. Lokesh Harjani as members.

The financial data pertaining to company''s CSR policy and disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 as Annexure IV herewith Board Report.

23. SIGNIFICANT AND MATERIAL ORDERS:

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

24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Directors state that during the year under review there were no cases filed/pending.

25.INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC. & FOREIGN EXCHANGE EARNINGS AND OUTGOINGS:-

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

A. Conservation of energy:

(i) The steps taken or impact on conservation of energy

We have started replacing the 36w/40w tube lights with 16w LED tube lights which consumes 50% less energy. Already tubes have been replaced and the results are encouraging.

(ii) The steps taken by the company for utilizing alternate sources of energy

The Company''s present outlay does not recommend for alternate source of energy. We have also started analyzing the possibilities of replacing high capacity motors in covering dept. with energy efficient new motors which should give a huge saving.

(iii) The capital investment on energy conservation equipments

As explained in point No.(ii) above the Company do not propose any major capital investment on energy conservation equipments because the existing arrangement are sufficient to cater the company need and are cost effective.

B. Technology absorption:

Continuous efforts are made to absorb new technology, modification in machineries and introducing new technology, Company will also look into the possibility of using solar energy in Dadra & Palghar units on a trial basis & after making feasibility report.

C. Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year are:

PARTICULARS	2015-2016 In Lacs	2014-2015 In Lacs
Foreign Exchange Earning	4613.67	5243.71
Foreign Exchange Outgo
(Equivalent to Rupee value)
-Raw Materials & Spares	242.62	102.37
-Capital Goods	26.99	11.16
-Travelling	73.76	61.78
-Expenses for Export	81.23	53.08
-Seminar & Conference	-	0.80
-Insurance Charges	3.54	3.42

27. MANAGERIAL REMUNERATION:

A) Details of the ratio of the remuneration of each director to the median employee''s remuneration and other details as required pursuant to Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules,2014

Name of the Director	Designation	Ratio of remuneration to median remuneration to all employees
Ashok B. Harjani	Chairman & Managing Director	3.85
Lokesh P. Harjani	Executive Director	7.77
Nisha P. Harjani	Director	8.55
Sonia A. Harjani	Director	140.63

B) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary

Particulars	% increase in remuneration
Ashok B. Harjani, Managing Director	61.81
Lokesh P. Harjani, Executive Director	48.88
Nisha P. Harjani, CFO & Director	1.44
Sonia A. Harjani, Director	-
Devendra Kumar Jain, Chief Excecutive Officer	-
Harshakaur Hotsinghani, Company Secretary	-

Following is the Clarification for not providing % increase in remuneration:

a) Sonia A. Harjani was appointed as Director on Board on 02.11.2015

b) Devendra Kumar Jain, Chief Executive Officer joined office from 04.05.2015 in current year and in previous year his tenure was from 01.04.2014 - 31.12.2014.

c) Harshakaur Hotsinghani, Company Secretary was appointed on 22.06.2015

d) Independent Directors are given only sitting fees which is same as last year.

C) Percentage increase in the median remuneration of employees in financial year 13.82%

D) The number of permanent employees as on 31st March, 2016 was 163

E) Explanation on relationship between average increase in remuneration and Company performance:

The increase in remuneration is inline with market trends and also with Company''s Performance

F) Comparison of remuneration of key managerial personnel against performance of the company

Aggregate Remuneration of Key Managerial Personnel (KMP)	179.51
Revenue	7,392.87
Remuneration of KMPs ( as % of revenue)	2.43%
Profit Before Tax	1,950.93
Remuneration of KMP( as % of PBT)	9.20%

G) Variation in Market Capitalization of the Company(''In Lacs), Price Earnings ratio of current financial year and previous financial year:

	March 31,	March 31,	% change
Particulars	2016	2015
Market Capitalization	19,068.69	10,842.97	75.86
Price Earnings Ratio	15.07	8.99	67.63

H) Company has not made any public offer in the recent past and accordingly the comparison of public offer price and current market price would not be relevant.

I) Average percentile increase already made in the salaries of employees other than the managerial personnel in last financial year and its comparison with the percentile increase in managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial

The Company''s performance in the current Financial Year was satisfactory as compared to the last Financial Year. The Company has increased the managerial remuneration and the salary of other employees has also been increased accordingly. The Company has rewarded its employees in terms of monetary value for their hard work towards the Companies performance.

K) The Key parameters for any variable component of remuneration availed by the directors The key parameters for the variable component of remuneration availed by the Directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee.

J) Comparison of each remuneration of the key managerial personnel against the performance of the Company:

	Ashok B. Harjani Managing Director	Lokesh P. Harjani Executive Director	Nisha P. Harjani Chief Financial officer	Devendra kumar Jain Chief Executive officer	Harshakaur Hotsinghani Company Secretary
Remuneration in FY 16	68.72	51.79	31.74	22.6	2.32
Revenue			7392.87
Remuneration as % of revenue	0.93	0.70	0.43	0.31	0.03
Profit Before Tax (PBT)			1950.93
Remuneration as % of PBT	3.52	2.65	1.63	1.16	0.12

Nisha P. Harjani and Sonia A. Harjani were appointed additional Directors on Board wef: 02.11.2015

* Executive Directors belong to Promoter Group and are related to each other.

None of the Directors of the Company holds membership of more than 10 Board Committee or Chairmanships of more than 5 Board Committees.

(ii) Number of Board Meetings held, dates on which held:

The Board of Directors duly met four (7) times during the financial year from 1st April 2015 to 31st March 2016. The date as on which the meetings were held are as follows:

20th April 2015, 28th May 2015, 11th August 2015, 02nd November 2015, 05th December 2015, 03rd February 2016 & 19th March 2016.

The necessary Quorum was present for all the meetings.

L) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive in excess of the highest paid director during the year: None M) Affirmation that the remuneration is as per the remuneration policy of the Company

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

N) No employee''s remuneration throughout the year 2015 2016 exceeded remuneration aggregating ''60Lacs or more perannum.

O) No employee''s remuneration for the year 2015-2016 exceeded the remuneration of any Directors.

P) No employee employed for a part of the year is in receipt of remuneration aggregating ''5 Lacs or more per month.

Q) No employee''s remuneration was in excess of the remuneration drawn by the managing director or whole-time director or manager and does not holds by himself or along with his spouse and dependent children, any equity shares more than 2% of the of the company.

28. DETAILS OF SUBSIDIARY:

The Company has incorporated foreign subsidiary in Vietnam with a paid up capital of USD 10,00,000/- in which Premco Global Limited holds 85%.

29. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee.

30. CORPORATE GOVERNANCE:

The Company is adhering to good corporate governance practices in every sphere of its operations. The Company has taken adequate steps to comply with the applicable provisions of Corporate Governance as stipulated in Schedule V of the Listing Agreement entered into with the Stock Exchanges. A separate report on Corporate Governance forms part of this Report along with the Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the financial year under review as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges is set out in a separate section forming part of this Report as Annexure V.

32. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the co-operation extended by all the employees, Bankers, Financial Institutions, various State and Central Government authorities and stakeholders

For & on behalf of Board of Directors

Ashok B. Harjani.

Chairman & Managing Director

DIN-00725890

Place: Mumbai

Date: 30th May 2016

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 31st Annual Report of your Company and the Audited Accounts for the year ended 31 st March 2015.

2014-2015 2013-2014

1. FINANCIAL RESULTS: Rs. In Lacs Rs. In Lacs

Profit before Interest & Depreciation 2,203.68 1,486.01

Less: Depreciation 236.80 128.32

Interest 108.95 109.03

Profit before Tax 1,857.93 1,248.66

Provision for- Current Tax 677.00 450.57

- Deferred Tax (24.57) (14.24)

Net Profit after Tax / Surplus 1,205.50 812.33 Available for appropriation Less Appropriation:

Proposed Dividend 88.05 65.22

Tax on proposed Dividend 17.61 11.08

Transfer to General reserve 121.00 85.00

Surplus as per Profit & Loss A/c. 978.84 651.03

Total 1,205.50 812.33

2. PERFORMANCE:

During the year under review, the Company's revenue from operations stood at Rs. 7,227.69 Lacs as against Rs. 6,604.38 Lacs in the previous year. The Company has earned a Net profit after Tax of Rs. 1,205.50 Lacs as compared to the Net Profit after Tax of Rs. 812.33 Lacs during the previous accounting year.

The management continues to pursue its efforts to further improve its capacity utilization, operating efficiencies and cost competitiveness to improve its international performance in the further year through increase in turnover, improved penetration in domestic market and strong inroads on export front along with appropriate restructuring of products and procedures.

3. DIVIDEND:

Your Directors are pleased to recommend payment of Dividend of Rs. 2.70 per share on fully paid shares of 10/-each. Total cash outflow on account of this dividend payment including distribution tax will be Rs. 105.66 Lacs. The Dividend after approval by the shareholders at the forthcoming AGM will be paid to the eligible shareholder before 30th September 2015.

The dividend, if declared at the AGM, would be paid/ dispatched within thirty days from the date of declaration of dividend to those persons or their mandates:

* whose names appear as beneficial owners as at the end of the business hours on 25th August 2015 in the list of the Beneficial Owners to be obtained from the Depositories i.e. National Securities Depository Limited [NSDL] and Central Depository Services (India) Limited [CDSL], in respect of the shares held in electronic/ dematerialized mode; and

* whose names appear as Members in the Register of Members of the Company as on 25th August 2015, after giving effect to valid share transfers in physical forms lodged with the Company/ Registrar & Share Transfer Agents, in respect of the shares held in physical mode.

4. RESERVES:

As per recommendation by Board of Directors, an amount of Rs. 121 Lacs, is transferred to General reserve as per provisions of transferto Reserve rules.

5. LOANS, GUARANTEE & INVESTMENTS:

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

6. MATERIAL CHANGES AND COMMITMENTS:

Your Directors further states that there are no material changes have taken place affecting the financial position of the Company from the date of closure of financial year till the signing of Accounts.

7. DEPOSITS:

The details relating to deposits, covered under Chapter V of the Act,-

(a) accepted during the year Rs. 487.00 Lacs

(b) remained unpaid or unclaimed as at the end of the year; Nil

(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-

(i) at the beginning of the year ; Nil

(ii) maximum during the year; Nil

(iii) at the end of the year; Nil

8. AUDITORS:

M/s. S.P. Jain & Associates, Chartered Accountants, Mumbai being eligible offer themselves for re-appointment. If re-appointed, it will be within the prescribed limits specified in Section 139 of the Companies Act, 2013. Members are requested to appoint the auditors and to fix their remuneration.

9. SECRETARIAL AUDIT:

The Board of Directors have appointed M/s. Sanjay Dholakia & Associates, Practising Company Secretaries to conduct Secretarial Audit for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and the rules framed thereunder. The Secretarial Audit Report for the financial year 2014-15 forms part of the Directors' Report as Annexure IV.

10. OBSERVATIONS - AUDITOR & SECRETARIAL AUDITOR:

Statutory Auditor:

Auditors Qualification: During the year, the Company has accepted deposit from relatives of Directors, Associate Enterprise amounting to Rs. 487,00 Lacs in contravention with the provision of Section 73 to 76 of the Companies Act, 2013. The same has been fuily repaid within the current year and the outstanding balance as on 31st March 2015 is Rs. NIL. The Company has neither complied with the provision of section 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 nor with the directives issued by the Reserve Bank of India with regard to such deposits. As informed to us, there is no order passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or court or any other tribunal in respect of the said matter.

The Company has accepted loans from Directors and their relatives during the year under review and has repaid the same as on 31st March, 2015. These funds are required by the Company purely for working capital and were temporary in nature and hence the provisions related to Section 73and the Rules made thereunder were not followed. The Company is taking necessary steps for the same.

Secretarial Auditor:

1. Fixed Deposit- The Company has accepted loans from Directors and their relatives during the year under review and has repaid the same as on 31st March 2015. These funds are required by the Company purely for working capital and were temporary in nature and hence the provisions related to Section 73 and the Rules made thereunder were not followed. The Company is taking necessary steps forthe same.

2. Company Secretary- The Company has appointed Company Secretary on 30th March 2015 and could not complete the formalities of her appointment as she left the services effective from 8th April 2015, In view of the same, the necessary Forms and Returns were not filed with Registrar of Companies and also no intimation was given to BSE Limited.

3. Woman Director -The Company has appointed Woman Director with effective from 10th April, 2015 and thus complied with the provision of the same.

11. BOARD MEETINGS:

During the year under review, the Company has conducted 5 Board Meetings on 26th May 2014, 14th August 2014,15th November2014,13th February 2015.

12. DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) shall state that -

(i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The directors had prepared the annual accounts on a going concern basis;

(v) The directors, further state that they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A) Changes in Directors and Key Managerial Personnel Mr. Ashok Bhagwandas Harjani, (DIN 00725890) Managing Director of the Company, who is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, seek reappointment pursuant to Section 152 of the Companies Act, 2013. Further, there were no changes in Directors by way of appointment, re-designation, death or disqualification, variation made or withdrawn

B) Declaration by Independent Director

The Company has received necessary declarations from each independent director under section 149(7) of the Companies Act, 2013 that he meets the criteria of Independence laid down in section 149(6) of the Companies Act, 2013 and clause 49 of Listing agreement.

14. RISK MANAGEMENT POLICY:

During the year, the Board of Directors have seeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its objectives.

15. RELATED PARTYTRANSACTIONS:

All transactions entered into with related party as defined under Section 188(3) of the Companies Act, 2013 and Clause 49 of the Listing agreement during the financial year were in the Ordinary course of business and on arms length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS 18) has been made in the notes to the Financial Statements and in prescribed Form No. AOC -2, is appended as Annexure V to the Board's Report.

16. EXTRACT OF ANNUAL RETURN:

The extract of Annual Return in Form No. MGT -9, as provided under sub-section (3) of Section 92 of the Companies Act, 2013, annexed as Annexure III to the Board report.

17. AUDIT COMMITTEE:

The Audit Committee comprises of 2 Non Executive Directors and 1 Executive Director namely Mr. Devendra K. Shah (Chairman) and Mr. Rajesh M. Mahtani and Mr. Lokesh Harjani Executive Director as other members. All the recommendations made by the Audit Committee were accepted by the Board.

18. NOMINATION AND REMUNERATION COMMITTEE:

The Company has constituted a Nomination and Remuneration Committee pursuant to Section 178(1) of the Companies Act, 2013 which comprises of Mr. Devendra K. Shah (Chairman), Mr. Ashok B. Harjani and Rajesh M. Mahtani as members and has defined the policy on Director's appointment and payment of remuneration including criteria for determining qualifications, positive attributes, independence of a Director.

19. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility (CSR) Committee comprises of Mr. Devendra K. Shah (Chairman) and Mr. Ashok B. Harjani and Mr. Lokesh Harjani as members.

The financial data pertaining to company's CSR policy and disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 as annexed herewith Board Report(Annexure 1).

20. SIGNIFICANT AND MATERIAL ORDERS:

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

21. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Directors state that during the year under review there were no cases filed/pending.

22. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC. & FOREIGN EXCHANGE EARNINGS AND OUTGOINGS:

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

A. Conservation of energy:

(I) The steps taken or impact on conservation of energy The Company is not a major user of energy. Due to increase in capacity utilisation and expansion of new factory unit at vapi the energy consumption in absolute units and value have increased vis-a-vis earlier years. However, the measures taken up the Company have resulted in improvement and saving of power. Regular preventive maintenance is carried out and this has enhanced productivity and efficiency of the equipments resulting in considerable power saving. Power to all major equipment and lighting in work-areas is put off when not required.

(ii) The steps taken by the company for utilising alternate sources of energy

The Company's present outlay does not recommend for alternate source of energy as the company has DG-Sets to operate during emergency and the existing power cost is well below the average industry norms.

(iii) The capital investment on energy conservation equipments

As explained in point No.(ii) above the Company do not propose any major capital investment on energy conservation equipments because the existing arrangement are sufficient to cater the company need and are cost effective.

B. Technology absorption:

(i) The efforts made towards technology absorption.

Continuous efforts are made to absorb new technology and modification in machineries, introducing new technology which results in Improvement in productivity, Quality, Cost reduction, Reduction in waste etc.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution

The company has introduced air splicing system replacing hand knotting resuiting in significant improvement in quality and loom productivity. The company has developed a joints counting attachment (In house) resuiting in better method of packing and positive feed arrangement on the looms which resulted in even density tape production, which has reduced customer complaints.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) The details of technology imported

High speed Muller machines -- This is the best technology available for weaving elastic tapes. The company has imported 2 Muller machines which can weave wider width tapes replacing old looms.

The company had also imported higher hook J/Q machines to weave wider J/Q designs where the market is improving. These J/Q swill manufacture mostly high value added items.

(b) Above said Technology was imported during the current financial year ie. 2014-2015.

(c) whether the technology been fully absorbed Technology has been fully absorbed and company has replaced "rubber warp beam system" with individual package system resulting in higher utilization of covering machines. Also the machines were modified in house to give a bigger package (2kg instead of 1 kg) reducing wastages in warping and increasing the productivity in covering.

The company has replaced one rubber warping machine with a high speed machine which runs at almost double the speed which has resuited in reduction in employment and The company has also started replacing 6 head looms with 10 head looms resuiting higher productivity / Production value.

(iv) The expenditure incurred on Research and Development has not been ascertained till date.

C. Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year are:

2014-2015 2013-2014

PARTICULARS Rs. in Lacs Rs. In Lacs

Foreign Exchange Earning 5,243.71 4,000.38

Foreign Exchange Outgo (Equivalent to Rupee value)

* Raw Materials & Spares 102.37 115.88

* Capital Goods 11.16 5.40

* Travelling 61.78 25.76

* Expenses for export 53.08 22.96

* Seminar & Conference 0.80 Nil

* Insurance Charges 3.42 Nil

24. PERFORMANCE EVALUATION OF BOARD:

The Company has made and devised the policy for evaluation of Board of Directors and found to be satisfactory, (the structure of Board, Operations, focus on R & D, performance & contribution by individual & committee in aligned to discharge their roles and responsibility in an effective manner)

25. MANAGERIAL REMUNERATION:

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

NAME Ashok B. Harjani Lokesh P. Harjani TOTAL Chairman & Executive Director Managing Director

SALARY & 40.80 21.35 62.15 ALLOWANCES

BONUS 167 0.84 2.51

RENT - 12.60 12.60

TOTAL 42.47 34.79 77.26

Name ofthe Designation Ratio of Increase in Director remuneration remuneration to median over last year remuneration to all employees

Ashok B. Harjani Chairmans 15.67:1 1.60 Managing Director Lokesh P. Harjani Executive 12.84:1 2.21 Director Nisha P. Harjani, Chief Financial 11.55:1 - Officer

Notes:-

1. The number of permanent employees as on 31st March, 2015 was 167.

2. No employee's remuneration for the year 2014-2015 exceeded the remuneration of any Directors.

3. The remuneration of the Directors, Key Managerial Personnel and other employees is in accordance with remuneration Policy of the Company provided under the Report.

4. Chief Financial Officer was appointed on 13th Feb 2015.

B)Details of the every employee of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

1. No employee's remuneration throughout the year 2014-2015 exceeded remuneration aggregating Rs. 60Lacsormore per annum.

2. No employee employed for a part of the year is in receipt of remuneration aggregating Rs. 5 Lacs or more per month.

No employee's remuneration was in excess of the remuneration drawn by the managing director or whole-time director or manager and does not holds by himself or along with his spouse and dependent children, any equity shares more than 2% of the of the company.

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

The Company does not have Joint Ventures/Associate Companies. The Company in its Board Meeting held on April 20, 2015 decided to incorporate foreign subsidiary in Vietnam with a paid up capital of USD 10,00,000/- in which Premco Global Limited will hold 85%.

27. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee.

28. CORPORATE GOVERNANCE:

The Company is adhering to good corporate governance practices in every sphere of its operations. The Company has taken adequate steps to comply with the applicable provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges. A separate report on Corporate Governance is enclosed as a part of this Report along with the Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance.

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the financial year under review as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges is set out in a separate section forming part of this Report as Annexure II.

30. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the co-operation extended by all the employees, Bankers, Financial Institutions, various State and Central Government authorities and stakeholders.

For & On behalf of Board of Directors

Ashok B.Harjani. Chairman & Managing Director DIN-00725890 Place: Mumbai Date: 28th May 2015

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 30th Annual Report and Audited accounts for the financial year ended 31 st March 2014.

2013-2014 2012-2013 FINANCIAL RESULTS Rs. In Lacs Rs. In Lacs

Profit before Interest & Depreciation 1,486.01 938.15

Less: Depreciation 128.32 107.58

Interest 109.03 95.17

Profit before Tax 1,248.66 735.40

Provision for - Current Tax 450.00 250.00

- Deferred Tax (14.24) (31.22)

- Provision 00.57 (0.15)

Net Profit after Tax 812.33 516.77

Surplus available for appropriation 812.33 516.77

Appropriation:

Proposed Dividend 65.22 56.00

Tax on Proposed dividend 11.08 9.52

General reserve 85.00 451.25

Surplus as per Profit & Loss A/c. 651.03 00.00

812.33 516.77

OPERATIONS

During the year under review turnover of the company stand at Rs.6,604.38 Lacs (P.Y. Rs. 5,285.39 Lacs). The profit before Interest, Depreciation and Tax at Rs. 1,486.01 Lacs (P. Y. Rs. 938.15 Lacs). Net profit during the year is Rs.812.33 Lacs (P.Y. Rs. 516.77 Lacs).

The management continues to pursue its efforts to further improve its capacity utilization, operating efficiencies and cost competitiveness to improve its performance in the coming year through increase in Turnover, improved domestic market and strong inroads on export front along with appropriate restructuring of products and procedures.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The same is enclosed in Annexure A to this report.

DIVIDEND

Your Directors are pleased to recommend payment of Dividend Rs.2.00 per share on fully paid shares of 10/- each. Total cash outflow on account of this dividend payment including distribution tax will be Rs. 76.30 Lacs. The Dividend after approval by the shareholders at the forthcoming AGM will be paid to the eligible shareholder before 20 September 2014.

PERSONNEL

The particulars required to be furnished under the provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, are not furnished as there were no employees covered under the said category.

CORPORATE GOVERNANCE

As required by Clause 49 of the listing agreement, Corporate Governance Report is attached as Annexure B to this report. Certificate of the Auditors regarding compliance of the conditions of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement of the Stock Exchange is also attached and forms part of Annexure B.

COMPLIANCE CERTIFICATE

In terms of subsection (1) of section 383A read with The Companies (Compliance Certificate) Rules, 2001, the Company has obtained the Compliance Certificate received from M/s. Sanjay Dholakia & Associates, Practising Company Secretary and is attached to this Report and marked as Annexure I.

DIRECTORS

Mr. Lokesh P. Harjani retires by rotation and you are requested to reappoint him as Director of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956, the Directors of the Company hereby state and confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on a going concern basis.

CONSERVATION OF THEN ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo are given below:

Conservation of Energy

The Company is not a major user of energy. Due to increase in capacity utilization and expansion of new factory unit at Vapi the energy consumption in absolute units and value have increased vis-a-vis earlier years. However, the measures taken up by the Company have resulted in improvement and saving of power. Regular preventive maintenance is carried out and this has enhanced productivity and efficiency of the equipments resulting in considerable power saving. Power to all major equipment and lighting in work-areas is put off when not required.

The required data in Form ''A'' to conservation of energy as applicable to our industry is furnished below:

2013-2014 2012-2013 PARTICULARS Rs. In Lacs Rs. In Lacs

Electricity

Purchased (units in ''000) 3,514.73 3,034.40

Total Amount (Rs. in Lacs) 182.95 154.98

Rates/Unit (in Rs.) 5.21 5.11

Diesel

Purchased (Liters in ''000) 19.10 59.85

Total Amount (Rs. in lacs) 10.55 25.70

Rates/Liters (in Rs.) 55.23 42.94

Technology Absorption and Research and Development

The Company has not obtained any technology from outside parties either in India or abroad, nor has entered into any technical collaboration agreement with any parties from abroad. There is no research and development unit of the Company of its own.

Foreign Exchange Earning and Outgo

2013-2014 2012-2013 PARTICULARS Rs. In Lacs Rs. In Lacs

Foreign Exchange earning 4,000.38 2,517.37

Foreign exchange outgo - -

(Equivalent to Rupee value)

* Raw Material & Spares 115.88 85.36

* Capital Goods 5.40 15.60

* Travelling 25.76 46.12

AUDITORS AND AUDITORS'' REPORT

Messer''s S. P. Jain & Associates, Chartered Accountants, the statutory auditors, retire at the conclusion of ensuing Annual General Meeting and are eligible for reappointment. You are requested to appoint auditors.

The notes to the accounts referred to in the auditors report are self-explanatory and therefore do not call for any further comments.

INDUSTRIAL RELATIONS

During the period, industrial relations have been extremely cordial. The management thanks all the employees for their continued contribution towards the growth of the organisation.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Banks and shareholder for their continued support during the year under review.

Your Directors wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staff and Workers of the Company for its success.

For & On Behalf of the Board of Directors

ASHOK B. HARJANI. CHAIRMAN & MANAGING DIRECTOR.

Place: Mumbai. Date: 26th May 2014.

---

Mar 31, 2013

To the Members,

The Directors have pleasure in presenting the 29th Annual Report and Audited accounts for the financial year ended 31st March 2013.

FINANCIAL RESULTS

2012-2013 2011-2012 Rs. In Lacs Rs. In Lacs

Profit before Interest & Depreciation 938.15 314.99

Less: Depreciation 107.58 103.57

Interest 95.17 101.52

Profit before Tax 735.40 109.89

Provision for - Current Tax 250.00 47.00

-Deferred Tax (31.22) 2.77

- Provision (0.15) (0.97)

Net Profit after Tax 516.77 61.09

Surplus available for appropriation 516.77 61.09

Appropriation:

Proposed Dividend 56.00 35.53

Tax on Proposed dividend 9.52 5.77

General reserve 451.25 19.80

Balance carried to Balance Sheet 00.00 00.00

516.77 61.09

OPERATIONS

During the year under review turnover of the company stand at Rs.5,285.39 Lacs (P.Y. Rs. 3,377.04 Lacs). The profit before Interest, Depreciation and Tax at Rs. 938.15 Lacs (P. Y. Rs. 314.99 Lacs). Net profit during the year is Rs.516.77 Lacs (P.Y. Rs. 61.09 Lacs).

The management continues to pursue its efforts to further improve its capacity utilization, operating efficiencies and cost competitiveness to improve its performance in the coming year through increase in Turnover, improved domestic market and strong inroads on export front along with appropriate restructuring of products and procedures.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The same is enclosed in Annexure Ato this report. DIVIDEND

Your Directors are pleased to recommend payment of Dividend @18 %. Total cash outflow on account of this dividend payment including distribution tax will be Rs. 65.52 Lacs. The Dividend after approval by the shareholders at the forthcoming AGM will be paid to the eligible shareholder before 3rd September, 2013.

PERSONNEL

The particulars required to be furnished under the provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, are not furnished as there were no employees covered under the said category.

CORPORATE GOVERNANCE

As required by Clause 49 of the listing agreement, Corporate Governance Report is attached as Annexure B to this report. Certificate of the Auditors regarding compliance of the conditions of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement of the Stock Exchange is also attached and forms part of Annexure B.

DIRECTORS

Mr. Devendra K.Shah retires by rotation and you are requested to reappoint he Non Executive Independent Director respectively.

DIRECTORS''RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956, the Directors of the Company hereby state and confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been , followed along with proper explanations relating to material departures;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on a going concern basis.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information in accordance with the provisions of section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of

Board of Directors) Rules, 1988 regarding conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo are given below:

Conservation of Energy

The Company is not a major user of energy. Due to increase in capacity utilization and expansion of new factory unit at Vapi the energy consumption in absolute units and value have increased vis-a-vis earlier years. However, the measures taken up by the Company have resulted in improvement and saving of power. Regular preventive maintenance is carried out and this has enhanced productivity and efficiency of the equipments resulting in considerable power saving. Power to all major equipment and lighting in work-areas is put off when not required.

The required data in Form ''A'' to conservation of energy as applicable to our industry is furnished below:

PARTICULARS 2012-2013 2011-2012 Rs. In Lacs Rs. In Lacs

Electricity

) Purchased (units in ''000) 3034.40 2272.54

Total Amount (Rs. in Lacs) 154.98 112.85

Rates/Unit (in Rs.) 5.11 4.97

Diesel

Purchased (Liters in ''000) 59.85 35.07

Total Amount (Rs. in lacs) 25.70 15.22

Rates/Liters (in Rs.) 42.94 43.40

Technology Absorption and Research and Development

The Company has not obtained any technology from outside parties either in India or abroad, nor has entered into any technical collaboration agreement with any parties from abroad. There is no research and development unit of the Company of its own.

Foreign Exchange Earning and Outgo

PARTICULARS 2012-2013 2011-2012 Rs. In Lacs Rs. In Lacs

Foreign Exchange earning 2517.37 1663.72

Foreign exchange outgo - - (Equivalent to Rupee value)

- Raw Material & Spares 85.36 188.44

- Capital Goods 15.60 9.75

- Travelling 46.12 40.51

- Testing / License Fees 1.63

AUDITORS AND AUDITORS'' REPORT

Messer''s S. P. Jain & Associates, Chartered Accountants, the statutory auditors, retire at the conclusion of ensuing Annual General Meeting and are eligible for reappointment. You are requested to appoint auditors.

The notes to the accounts referred to in the auditors report are self-explanatory and therefore do not call for any further comments.

INDUSTRIAL RELATIONS

During the period, industrial relations have been extremely cordial. The management thanks all the employees for their continued contribution towards the growth of the organisation.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Banks and shareholder for their continued support during the year under review.

Your Directors wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staff and Workers of the Company for its success.

For & On Behalf of the Board of Directors

ASHOKB. HARJANI.

CHAIRMAN & MANAGING DIRECTOR.

Place: Mumbai.

Date: 30th May 2013.

---

Mar 31, 2012

The Directors have pleasure in presenting the 28th Annual Report and Audited accounts for the financial year ended 31st March 2012.

FINANCIAL RESULTS

2011-2012 2010-2011 Rs. In Lacs Rs. In Lacs

Profit before Interest & Depreciation 314.99 389.84

Less : Depreciation 103.57 101.20

Interest 101.52 91.98

Profit before Tax 109.90 196.66 Provision for

-Current Tax 47.00 44.00

- Deferred Tax 2.77 22.78

- Provision (0-97) (5.67)

Net Profit after Tax 61.09 135.55

Surplus available for appropriation 61.09 135.55

Appropriation:

Proposed Dividend 35.53 35.53

Tax on Proposed dividend 5.77 5.77

General Reserve 19.80 94.25

Balance carried to Balance Sheet 0.00 0.00

61.09 135.55

OPERATIONS

During the year under review turnover of the company stand at Rs.3,377.04 Lacs (PY. Rs. 4,311.26 Lacs). The profit before Interest, Depreciation and Tax at Rs. 314.99 Lacs (P. Y. Rs. 389.84 Lacs). Net profit during the year is Rs.61.09 Lacs (PY. Rs. 135.55 Lacs).

The management continues to pursue its efforts to further improve its capacity utilization, operating efficiencies and cost competitiveness to improve its performance in the coming year through increase in Turnover, improved domestic market and strong inroads on export front along with appropriate restructuring of products and procedures.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The same is enclosed in Annexure A to this report.

DIVIDEND

Your Directors are pleased to recommend payment of Dividend @ 12 % .Total cash outflow on account of this dividend payment including distribution tax will be Rs.41.30 Lacs. The Dividend after approval by the shareholders at the forthcoming AGM will be paid to the eligible shareholder before 3rd October, 2012.

PERSONNEL

The particulars required to be furnished under the provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, are not furnished as there were no employees covered under the said category.

CORPORATE GOVERNANCE

As required by Clause 49 of the listing agreement, Corporate Governance Report is attached as Annexure B to this report. Certificate of the Auditors regarding compliance of the conditions of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement of the Stock Exchange is also attached and forms part of Annexure B.

DIRECTORS

Mr. Rajesh M. Mahtani Retires by rotation and you are requested to reappoint him as Non Executive Independent Director.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956, the Directors of the Company hereby state and confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on a going concern basis.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information in accordance with the provisions of section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo are given below:

Conservation of Energy

The Company is not a major user of energy. Due to increase in capacity utilization and expansion of new factory unit at Vapi the energy consumption in absolute units and value have increased vis-a-vis earlier years. However, the measures taken up by the Company have resulted in improvement and saving of power. Regular preventive maintenance is carried out and this has enhanced productivity and efficiency of the equipments resulting in considerable power saving. Power to all major equipment and lighting in work-areas is put off when not required.

The required data in Form 'A' to conservation of energy as applicable to our industry is furnished below:

2011-2012 2010-2011

Electricity

Purchased (units in '000) 2272.54 2767.96

Total Amount (Rs. in Lacs) 112.85 120.13

Rates/Unit (in Rs.) 4.97 4.34 Diesel

Purchased (Liters in '000) 35.07 30.19

Total Amount (Rs. in Lacs) 15.22 12.16

Rates/Liters (in Rs.) 43.40 40.27

Technology Absorption and Research and Development

The Company has not obtained any technology from outside parties either in India or abroad, nor has entered into any technical collaboration agreement with any parties from abroad. There is no research and development unit of the Company of its own.

Foreign Exchange Earning and Outgo

2011-2012 2010-2011

PARTICULARS Rs.In Lacs Rs. In Lacs

Foreign exchange earnings 1663.72 1445.90

Foreign exchange outgo - - (Equivalent to Rupee value)

- Raw material & Spares 188.44 158.03

- Capital Goods 9.75 157.83

- Travelling 40.51 49.76

- Testing / License Fees 1.63 0.69

AUDITORS AND AUDITORS' REPORT

Messer's S. P. Jain & Associates, Chartered Accountants, the statutory auditors, retire at the conclusion of ensuing Annual General Meeting and are eligible for reappointment. You are requested to appoint auditors.

The notes to the accounts referred to in the auditor's report are self-explanatory and therefore do not call for any further comments.

INDUSTRIAL RELATIONS

During the period, industrial relations have been extremely cordial. The management thanks all the employees for their continued contribution towards the growth of the organization.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Banks and shareholders for their continued support during the year under review.

Your Directors wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staff and Workers of the Company for its success.

For & On Behalf of the Board of Directors

ASHOK B. HARJANI

CHAIRMAN & MANAGING DIRECTOR

Place: Mumbai.

Date: 19th May 2012.

---

Mar 31, 2010

The Directors have pleasure in presenting the 26th Annual Report and Audited accounts for the financial year ended 31st March 2010.

FINANCIAL RESULTS

2009-2010 2008-2009

Rs. In Lacs Rs. In Lacs

Profit before Interest & Depreciation 295.15 357.39

Less : Depreciation 78.80 78.67

Interest 37.09 58.01

Profit before Tax 179.26 220.71

Provision for

-Current Tax 65.00 85.00

- Deferred Tax 3.25 (4.75)

- Fringe Benefit Tax - 6.82

- Provision 5.69 (6.18)

Net Profit after Tax 105.32 139.82

Surplus available for appropriation 105.32 139.82

Appropriation:

Proposed Dividend 35.53 35.53

Tax on Proposed dividend 5.90 6.04

Dividend Tax - 0.01

General Reserve 63.89 98.24

Balance carried to Balance Sheet 0.00 0.00

105.32 139.82

OPERATIONS

During the year under review turnover of the company stand at Rs.2,806.39 Lacs (P.Y. Rs. 3,011.43 Lacs). The profit before Interest, Depreciation and Tax at Rs. 295.15 Lacs (P. Y. Rs. 357.39 Lacs). Net profit during the year is Rs.105.32 Lacs (P.Y. Rs. 139.82 Lacs).

The management continues to pursue its efforts to further improve its capacity utilization, operating efficiencies and cost competitiveness to improve its performance in the coming year through increase in Turnover, improved domestic market and strong inroads on export front along with appropriate restructuring of products and procedures.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The same is enclosed in Annexure A to this report.

DIVIDEND

Your Directors are pleased to recommend payment of Dividend @ 12 % .Total cash outflow on account of this dividend payment including distribution tax will be Rs.41.43 Lacs.The Dividend after approval by the shareholders at the forthcoming AGM will be paid to the eligible shareholder before 9th October 2010.

PERSONNEL

The particulars required to be furnished under the provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, are not furnished as there were no employees covered under the said category.

CORPORATE GOVERNANCE

As required by Clause 49 of the listing agreement, Corporate Governance Report is attached as Annexure B to this report. Certificate of the Auditors regarding compliance of the condi- tions of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement of the Stock Exchange is also attached and forms part of Annexure B.

DIRECTORS

Mr. Rajesh M. Mahtani retires by rotation and you are requested to reappoint him as Non Executive Director.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your direc- tors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956, the Directors of the Company hereby state and confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on a going concern basis.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information in accordance with the provisions of section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo are given below:

Conservation of Energy

The Company is not a major user of energy. However, the measures taken up by the Company have resulted in improvement and saving of power. Regular preventive maintenance is carried out and this has enhanced productivity and efficiency of the equipments resulting in considerable power saving. Power to all major equipment and lighting in work-areas is put off when not required.

The required data in Form A to conservation of energy as applicable to our industry is furnished below:

2009-2010 2008-2009

Electricity

Purchased (units in000) 1787.29 1941.83

Total Amount (Rs. in Lacs) 74.96 80.03

Rates/Unit (in Rs.) 4.19 4.12

Diesel

Purchased (Liters in 000) 32.35 43.34

Total Amount (Rs. in lacs) 11.25 17.12

Rates/Liters (in Rs.) 34.78 39.50

Technology Absorption and Research and Development

The Company has not obtained any technology from outside parties either in India or abroad, nor has entered into any technical collaboration agreement with any parties from abroad. There is no research and development unit of the Company of its own.

Foreign Exchange Earning and Outgo

2009-2010 2008-2009

Rs. In Lacs Rs. In Lacs

Foreign exchange earning 709.44 670.35

Foreign exchange outgo (Equivalent to Rupee value)

- Raw material & Spares 229.12 179.59

- Capital Goods 34.55 10.63

- Travelling 38.07 35.06

AUDITORS AND AUDITORS REPORT

M/s. S. P. Jain & Associates, Chartered Accountants, the statutory auditors, retire at the conclusion of ensuing Annual General Meeting and are eligible for reappointment. You are requested to appoint auditors.

The notes to the accounts referred to in the auditors report are self-explanatory and therefore do not call for any further comments.

INDUSTRIAL RELATIONS

During the period, industrial relations have been extremely cordial. The management thanks all the employees for their continued contribution towards the growth of the organisation

ACKNOWLEDGEMENT

Your Directors would like to express their grateful apprecia- tion for the assistance and co-operation received from the Banks and shareholders for their continued support during the year under review. Your Directors wish to place on record their deep sense of appreciation for the devoted services o the Executives, Staff and Workers of the Company for it success.

For & On Behalf of the Board of Directors

ASHOK B. HARJANI.

CHAIRMAN & MANAGING DIRECTOR.



Place: Mumbai.

Date: 16th August 2010.