Directors Report of Premier Polyfilm Ltd.

Mar 31, 2025

Your directors present the Thirty Third Annual Report together with audited accounts for the year ended on 31st March, 2025.
FINANCIAL SUMMARY AND HIGHLIGHTS (Rs. In Lakh)

Particulars		For the year ended 31st March, 2025		For the year ended 31st March, 2024
Sales & Other Income		30,464		29,728
Operating profit before providing for interest &		4,086		3,447
Depreciation
Less:
Interest	116		204
Depreciation	507	623	516	720
Net Profit before taxation		3,463		2,727
Less:
Tax Expenses		863		667
Profit after tax		2,600		2,060
Changes in fair value of FVTOCI Equity Securities		(103)		87
Re-measurements of post employment benefits obligations		4		9
Net Profit		2,501		2,156
Basic and diluted earning per share		2.48		9.83
Face value per equity Share		1.00		5.00

Business Performance Overview, Key Drivers of Profit Growth Expansion and Future Outlook

The Company delivered a robust financial performance in the fiscal year 2024-2025, demonstrating significant growth in profitability
and operational efficiency. Net Profit surged to ?2,600 lakhs, a substantial 26% increase from ?2,060 lakhs in the previous year.
This strong bottom-line growth was supported by a steady rise in Gross Sales from Operations and Other Income, which reached
^30,464 lakhs compared to ^29,728 lakhs in FY 2023-2024.

Operational excellence was a key highlight, with production volume of PVC flooring, sheeting, and allied products growing to 28,383
metric tonnes from 27,133 metric tonnes in the prior year. This increase is a direct result of enhanced capacity utilization following
the successful commissioning of new plant and machinery during the year, which has strengthened our manufacturing capabilities.

Key Drivers of Profitability

The notable expansion in profitability was driven by a multi-pronged strategy focused on operational and financial optimization:

* Strategic Cost and Margin Management: The Company successfully implemented a dual strategy of procuring raw materials
at highly competitive prices while maintaining stable selling prices for finished goods. This was complemented by the strategic
discontinuation of product lines with sub-optimal margins, allowing for a concentrated focus on high-demand, high-profitability
categories.

* Financial Optimization: Prudent financial management led to the arrangement of more favourable financing terms, notably with
Yes Bank Limited. This resulted in a measurable reduction in finance costs, directly strengthening the bottom-line performance.

The Company has secured and taken possession of an 18.13-acre industrial plot at SIPCOT Industrial Park. Initial site development
is underway, with the boundary wall completed and infrastructural groundwork in progress. Commercial production at this new
facility is anticipated to commence in the upcoming financial year.

DIVIDEND

Encouraged by the performance of the company, The Board of your company is pleased to recommend for your approval Payment
of dividend @ 0.15 per equity share of Rs.1/- each (i.e. 15%) for the year ended on 31st March,2025 subject to deduction of Tax
at Source, which if approved at the forthcoming Annual General Meeting, will be paid to those equity shareholders whose names
appear in the Register of Members as on 17th September, 2025 in respect of shares held in physical form and in respect of shares
held in dematerialized form, the dividend shall be paid on the basis of the beneficial ownership as per the details furnished by the
Depositories for this purpose at the end of business hours on 17th September, 2025. SEBI, vide its circular dated November 03,
2021 (subsequently amended by circulars dated December 14, 2021, March 16, 2023 and November 17, 2023) mandated that the
security holders (holding securities in physical form), whose folio(s) do not have PAN or Choice of Nomination or Contact Details
or Mobile Number or Bank Account Details or Specimen Signature updated, shall be eligible for any payment including dividend,
interest or redemption in respect of such folios, only through electronic mode with effect from April 01, 2024.

RESERVES

During the year under review, the Board has transferred an amount of Rs. 400/- Lakh to General Reserves.

DETAILS OF MONEY ACCEPTED FROM DIRECTORS

During the year under review, the company has not accepted money in the form of Unsecured Loan from any of the Directors and/
or their relative(s).

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of business of the Company.

CHANGE IN CAPITAL AND DEBT STRUCTURE

There was no change in the capital structure of the company during the year under review and no fresh shares or convertible
securities were issued by the company during the year under review. However, during the year under review face value of the share
was changed from Rs.5/- each to Rs.1/- each.

CREDIT RATING

The company got its credit rating done from Credit Rating Information Services of ICRA Limited is as under:-
ICRA Limited - BBB (Stable)/[ICRA] A2

TRANSFER OF SHARES AND UNPAID/UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the FY 2024-2025, unpaid/ unclaimed dividend for the FY 2016-2017 aggregating to Rs.4,15,157/- and 1,32,250 numbers of
equity shares with the face value of Rs.1/- each aggregating nominal value of Rs. 1,32,250/- for which dividend entitlements remained
unpaid/ unclaimed for seven consecutive years or more, were transferred by the Company to IEPF established by the Central
Government, pursuant to provisions of Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, within the statutorily stipulated
time frame. Before effecting transfer of shares to IEPF, company has informed all such members, whose shares were liable to be
transferred to IEPF during the FY 2024-2025 through individually addressed letters and publication of notice in newspapers. The
details of unpaid/ unclaimed dividend and corresponding shares that would be transferred to IEPF, unpaid and unclaimed amounts
lying with the Company and procedure for claiming the dividend and shares from IEPF Authority are available on website of the
Company at the link: http://www.premierpoly.com/IEPF.htm and also on the website of Investor Education and Protection Fund
Authority i.e. www.iepf.gov.in. Shareholders may claim their unpaid/ unclaimed dividend and the corresponding shares from the
IEPF Authority through online application in prescribed form i.e. IEPF-5 at its website www.iepf.gov.in.

During the FY 2025-2026, unpaid/ unclaimed dividend for the FY 2017-2018 aggregating to Rs 3,89,163.25 /- and 1,52,870
numbers of equity shares of nominal value of Rs. 1,52,870/- for which dividend entitlements remained unpaid/ unclaimed for seven
consecutive years or more, would be transferred by the Company to IEPF established by the Central Government, pursuant to
provisions of Section 124 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016, as amended from time to time, within the statutorily stipulated time frame. Before effecting
transfer of shares to IEPF, company has informed all such members, whose shares were liable to be transferred to IEPF during
the FY 2025- 2026 through individually addressed letters and publication of notice in newspapers. The details of unpaid/ unclaimed
dividend and corresponding shares that would be transferred to IEPF, unpaid and unclaimed amounts lying with the Company and
procedure for claiming the dividend and shares from IEPF Authority are available on website of the Company at the link: http://
www.premierpoly.com/IEPF.htm and also on the website of Investor Education and Protection Fund Authority i.e. www.iepf.gov.
in. Shareholders may claim their unpaid/ unclaimed dividend and the corresponding shares from the IEPF Authority through online
application in prescribed form i.e. IEPF-5 at its website www.iepf.gov.in. The last date for claiming dividend declared during FY 2017¬
2018 which remained unpaid/ unclaimed is October, 15 2025. Members may forward their claims for unpaid/ unclaimed final dividend
to the Company’s RTA before it is due to be transferred to IEPF. Thereafter, no claim shall lie against the Company in respect of the
dividend/ shares so transferred to IEPF.

SUBSIDIARIES AND ASSOCIATES

The company has no Subsidiaries or Associate company.

QUALITY CONTROL

Your company remains committed to excellence and holds the following prestigious certifications:

• ISO 9001:2015 - Quality Management System (Cert. No. 9910020252)

• IATF 16949:2016 - Automotive Quality Management System (Cert. No. 50261734IATF25)

• ISO 14001:2015 - Environmental Management System (Cert. No. 1103E215221)

Your company is also a BIS-certified manufacturer and exporter of PVC products, including marbled, printed, and technical flooring,
leather cloth, PVC sheeting, humidity barriers, and geomembranes and holds the following certifications of Bureau of Indian

Standards (BIS) certifications for PVC includes:

• IS 3462:1986 - Poly Floor (L. No. 8429686)

• IS 15652:2006 - Electromat (L. No. 8963811)

• IS 15909:2020 - Aqualining (L. No. 8800097117)

Additionally, your company holds the ISI Certification Mark for:

• PVC Geo Membrane for lining - Thicknesses of 0.75 mm, 1.5 mm, and 2.0 mm

• Insulating mat for electrical purpose- Thicknesses of 2.0 mm, 2.5 mm, and 3.0 mm

• Unbacked Flexible PVC Flooring - Thicknesses of 1.5 mm and 2.0 mm

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) of the Companies
Act,2013 has been disclosed under Nomination & Remuneration Committee in the Corporate Governance Report which forms part
of the Directors’ Report.

ANNUAL RETURN

Pursuant to the provisions of 92(3) and Section 134(3) (a) of the Companies, Act,2013 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the draft Annual Return of the Company for the Financial Year 31^st March, 2025
is uploaded on the website of the Company and can be accessed https://www.premierpoly.com/form-MGT-7-2025.pdf
DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

(II) That your Directors have selected such accounting policies and applied them consistently and made judgment 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 or loss of the company for that period ;

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

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

(V) That the directors have laid down proper internal financial controls which are followed by the company and that such internal
financial controls are adequate and were operating effectively ; and

(VI) That 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.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

DETAILS OF AUDITORS QUALIFICATIONS AND REPLY OF MANAGEMENT

The Auditor’s Report for the Financial year 2024-2025 does not have any details of qualifications, reservations or adverse remarks.
PARTICULARS OF EMPLOYEES AND HUMAN RESOURCES

The information as required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are attached given below :

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

Non Executive Independent Director	Ratio to median remuneration
Smt. Bhupinder Kaur Marwah	-
Smt. Rashmee Singhania *	-
Shri Santosh Kumar Dabriwala	-
Shri Manish Bajoria **	-
Shri Umesh Kumar Agarwalla

* Smt. Rashmee Singhania ceased to be Director of the company with effect from 13-02-2025 upon completion of her tenure of ten
years.

** Shri Manish Bajoria was appointed as Non Executive Independent Director of the company with effect from 27-01-2025. His
appointment was approved by the Shareholders of the company by way of Postal Ballot on 11-03-2025.

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

financial year :

Smt Bhupinder Kaur Marwah	-
Shri Santosh Kumar Dabriwalla	-
Shri Umesh Kumar Agarwalla	-
Shri Manish Bajoria	-
Shri Amitaabh Goenka, Managing Director & CEO	-
Shri Ram Babu Verma, Executive Director	-
Ms. Heena Soni, Company Secretary and Compliance Officer	9.91%
Shri Paribesh Kumar Mishra, Chief Financial Officer	6.61%

c) The percentage increase in the median remuneration of employees in the financial year: 8.25%.

(d) The number of permanent employees on the roll of company: 302

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

On an average, employees received an annual increase of 8.57 %. The individual increments varied from 0.00 % to 100.00
% based on individual performance.

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

Aggregate Remuneration of Managerial personnel (KMP) in financial year 2024-2025 (Rs. In Lakhs)	185.89
Revenue (Figures in Rupees in Lakhs)	30,139
Remuneration of KMPs (as % of revenue)	0.62
Profit before Tax (PBT) (Figures in Rupees in Lakhs)	3,463
Remuneration of KMPs (as % of PBT)	5.37

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

Particulars	March 31, 2025	March 31, 2024	% Change
Market Capitalization (Rupees in Lakhs)	50905	41006.68	24.13
Price Earnings Ratio	2.48	9.83	74.77

During the year under review the company has Subdivision of existing Equity Shares from One Equity Share of Rs. 5/- each
into Five Equity Shares of Re.1/- each with effect from 05th November, 2024.

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

Particulars	March 31, 2025	19951 (Right cum Public Issue)	% Change
Market Price (BSE) Closing rate	61.51	14.25	331.65
Market Price (NSE) Closing rate	62.54	12.50	400.32

The average annual increase was 06.19%. However, during the year, the total average increase in managerial and key
personnel 1.65.%. which is considered to be very reasonable.

(j) Comparison of remuneration of each key managerial personnel against the performance of the company :

Particulars	Shri Amitaabh Goenka, Managing Director & CEO	Shri Ram Babu Verma, Executive Director	Shri Paribesh Kumar Mishra, Chief Financial Officer	Ms Heena Soni Company Secretary & Compliance Officer
Remuneration in FY 2024- 2025 (Rs. In Lakhs)	140.65	16.77	24.39	4.08
Revenue (Rs. In Lakhs)	30,139	30,139	30,139	30,139
Remuneration as % of revenue	0.46	0.05	0.08	0.01
Profit before tax (Rs. In Lakh)	3,463	3,463	3,463	3,463
Remuneration (as % of PBT)	4.06	0.48	0.70	0.11

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

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

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

None

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

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

(n) The Statement containing particulars of employees as required under Section 197(12) of the Companies Act,2013
read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 is not
applicable as none of the employees of the company is covered under the provisions of the act and rules made
thereunder.

RESEARCH & DEVELOPMENT CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:

Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, as prescribed under
Section 134(3) (m) of the Companies Act, 2013, are annexed as Annexure “I”.

AUDITORS REPORT AND AUDITORS
AUDIT REPORTS

• The Auditors’ Report for fiscal Year 2024-2025 does not contain any qualification, reservation or adverse remark. The
Auditors’ Report is enclosed with the financial statements in this Annual Report.

• The Secretarial Auditors’ Report for fiscal Year 2024-2025 does not contain any qualification, reservation or adverse remark.

• The Secretarial Auditors’ Report is enclosed as Annexure II to the Board’s report in this Annual Report.

• As required by the Listing Regulations, the auditors’ certificate on corporate governance is enclosed as Annexure “VI” to

the Board’s report.

AUDITORS
Statutory Auditor

The Auditors M/s M A R S & Associates, Chartered Accountants, Auditors of the company were re-appointed as Statutory Auditors
of the Company by the shareholders at the 30th Annual General Meeting held on 26-09-2022 to hold office of Statutory Auditors of
the Company upto the conclusion of the 35th Annual General Meeting of the Company to be held in the year 2027 i.e. for a term
of five (5) years. .

Secretarial Auditor

As required under Section 204 of the Companies Act, 2013 (as amended or re-enacted from time to time) read with
Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and other applicable
provisions, if any, of the Companies Act, 2013 the Board of Directors in their Meeting held on 23rd July, 2025 appointed
M/s Sumit Bajaj & Associates, as Secretarial Auditor of the company to conduct the secretarial audit of the company for the five
financial years commencing from FY 2025-2026 till FY 2029-2030 on the recommendation of Audit Committee, subject to the
approval of the shareholders of the company in the ensuing Annual General Meeting.

The Company has in place adequate Internal financial control with reference to financial statements. During the year, such control
were tested and no reportable material weakness in the design or operations were observed. The Internal Auditor, M/s D D Bansal
Associates, Chartered Accountants, directly report to the Audit Committee. M/s D D Bansal Associates, Chartered Accountants, was
appointed as Internal Auditor of the company for the financial year 2025-2026 by the Board of Directors of the Company in their
Meeting held on 23rd July, 2025 on the recommendation of Audit Committee.

Cost Accountant

As per the requirements of the Central Government and pursuant to Section 148 of the Companies Act,2013 read with the
Companies (Cost Records & Audit) Rules,2014 as amended from time to time your Company is maintaining cost accounting records
and get them audited for products(s)/ Service covered under the Cost Records Rules, 2014 for the year ending 31st March 2021
pursuant to section 148(1) of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with the
Companies (Audit & Auditor) Rules, 2014.

On the recommendation of the Audit Committee, The Board of Directors in their Meeting held on 23rd July, 2025 have appointed
M/s Cheena & Associates, Cost Accountants to maintain cost accounting records and certify them for Product(s)/ Services Covered
under Cost Records Rules 2014 for the year ending 31st March, 2026 at a remuneration of Rs. 55,000/- (Rupee Fifty-Five Thousand
Only) plus GST and out of pocket expenses. A resolution for the appointment of Cost Auditor forms part of the Notice convening the
Annual General Meeting.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary
course of business and at arm’s length basis. During the year, the Company has not entered into any fresh contract / arrangement
/ transaction with related parties which could be considered material in accordance with the policy of the Company or materiality of
related party transactions. Your Directors draw attention of the members to Note 32 to the financial statement which sets out related
party disclosures.

Information on transactions with related parties pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of
the Companies (Accounts) Rules,2014 are given in Annexure “ III” in Form No. AOC-2 and form integral part of the Directors’ Report.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Smt. Rashmee Singhania ceased to be Director of the company with effect from 13-02-2025 upon completion of her tenure of ten
years. Shri Manish Bajoria was appointed as Non-Executive Independent Director of the company with effect from 27-01-2025. His
appointment was approved by the Shareholders of the company by way of Postal Ballot on 11-03-2025.

Details of appointment/re-appointed of whole time Director of the company are as under:-
Shri Ram Babu Verma

Shri Ram Babu Verma has been serving as the Executive Director of the Company since 27th June 2020. His last re-appointment
was approved by the shareholders at the 32nd Annual General Meeting held on 16th September 2024 for a period of 12 months,
from 27th December 2024 to 26th December 2025, under Schedule V of the Companies Act, 2013, at a basic salary of ^90,500 per
month plus admissible perquisites.

His current term will expire on 26th December 2025, and since the next Annual General Meeting is scheduled to be held after
this date, the Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has approved his re¬
appointment for a further period of 12 months from 27th December 2025 to 26th December 2026, at the same remuneration and
terms, subject to shareholder approval by Special Resolution at the 33rd Annual General Meeting, in accordance with the provisions
of Sections 196, 197, 203 and Schedule V of the Companies Act, 2013.

Shri Verma, aged 62 years, holds a B.Sc., M.A. (Economics), and MSW (HR & IR), and has 36 years of executive experience.
He does not hold directorship in any other company, nor does he hold shares in the Company. He is a member of several Board
Committees including the Audit Committee, Stakeholders Relationship Committee, CSR Committee, Internal Control Committees,
Share Allotment Committee and Share Transfer Committee.

He has confirmed that:

• He has not been convicted of any offence under the Companies Act or any other law.

• He is not debarred by SEBI or any authority from holding office.

• He complies with all requirements relating to maximum number of directorships.

The Board affirms that Shri Ram Babu Verma is a person of integrity, with the expertise and competence required for the role,
and believes his continued association will be beneficial to the Company. He is not debarred from holding the office of Director by
SEBI or any other statutory authority. The Board affirms that he is a person of integrity and possesses the necessary qualifications,
experience, and competence.

Shri Mayank Goenka

Shri Mayank Goenka, holds office as an Additional Director up to the date of the ensuing Annual General Meeting of the Company
and is eligible to be appointed as a director who is liable to retire by rotation.

Furthermore, the appointment of Shri Mayank Goenka, as a Whole-time Director, designated as ‘Executive Director, effective from
23^rd July, 2025, and the terms and conditions of such appointment, including remuneration as recommended by the NRC and
approved by the Board, are subject to the approval of the shareholders, as per the relevant provisions of the Act, Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

Shri Mayank Goenka, aged 27, is a technocrat holding a professional degree in Engineering from the University of Glasgow. He
has also completed a Diploma Programme in International Baccalaureate, along with certifications in SolidWorks, C and Embedded
Programming from the University of Glasgow, and foundational training in Robotics and Autonomous Robotics.

He is a member of the Institute of Engineers (India) and has over five years of experience in project management and execution.
Mr. Goenka is the son of Shri Amitaabh Goenka, the current Managing Director and CEO of the Company. He currently holds no
shares in the Company.

Shri Mayank Goenka has been serving as a Director on the Board of M/s Premier Polyplast & Processors Limited since November,2019.

The Board affirms that Shri Mayank Goenka is a person of integrity, with the expertise and competence required for the role, and
believes his continued association will be beneficial to the Company. He is not debarred from holding the office of Director by SEBI
or any other statutory authority. The Board affirms that he is a person of integrity and possesses the necessary qualifications,
experience, and competence.

DECLARATION BY THE INDEPENDENT DIRECTORS

Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in section
149(6) of the Companies Act,2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the
Companies Act,2013 and the relevant Rules.

STOCK EXCHANGES

The equity shares of your company are listed at BSE Limited and National Stock Exchange of India Limited. The equity shares of
the company are traded at these Stock Exchanges. The shares were not suspended from trading by any of the stock exchanges
where shares are listed during the period under review.

Name and address of stock exchange	Code No
National Stock Exchange of India Limited,	PREMIERPOL
Exchange Plaza”, 5 Floor, Plot No.
C/1, ‘G’ Block, Bandra Kulra Complex,
Bandra East, Mumbai - 400051.
BSE Limited,	514354
Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai- 400001

SUSTAINABILITY AND SOCIAL RESPONSIBILITY INITIATIVES

In alignment with the Government’s ongoing efforts and policy focus on promoting a pollution-free environment, the Company has
taken proactive steps to transition towards sustainable and renewable sources of energy. During the current financial year, the
Company is in the process of adopting Solar Power and Piped Natural Gas (PNG) as alternative sources of energy, in addition to
its existing power infrastructure. This transition is expected to reduce the Company’s carbon footprint and contribute meaningfully
to long-term environmental sustainability.

In addition to its green energy initiatives, the Company continues to actively support social welfare programs through its associated
charitable trust. The trust is engaged in various activities promoting the sustainability of nature, including plantation drives, and also
supports the distribution of woolen clothing to underprivileged communities and tribal populations in remote regions of Jharkhand.
These initiatives reflect the Company’s commitment to inclusive growth, environmental care, and community development.

STATEMENT OF DEVIATION OR VARIATION

The company did not issue any shares under Public/Rights and/or preferential Issue during the period under review.

CORPORATE GOVERNANCE

A separate Report on Corporate Governance along with the General Shareholders Information, as prescribed under the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 along with a certificate from the
Secretarial Auditors of the Company regarding compliance of the conditions of the Corporate Governance is given in Annexure “V”
and Annexure “VI” respectively and form part of Directors’ Report to the Members.

SAFETY, HEALTH AND ENVIRONMENTAL PERFORMANCE

Your Company’s commitment towards Safety, Occupational Health and Environment is being continuously enhanced. The Company
encourages involvement of all its employees in activities related to safety, including promotion of safety standards. This is also to
ensure sustainable business growth. The Company has a well-established Safety, Occupational Health and Environmental Policy
which inter alia ensures safety of public, employees, plant and equipment by ensuring compliance with all statutory rules and
regulations on regular basis.

SUSTAINABILITY INITIATIVE

AAs per Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the submission of the
Business Responsibility and Sustainability Report (BRSR) is applicable to the top 1,000 listed companies (by market capitalization)
as on the 31st of March of the preceding financial year.

Your Company does not fall within the top 1,000 listed entities as per the criteria specified and is therefore not mandatorily required
to submit the BRSR for the financial year under review.

EMPLOYEES’ STOCK OPTION SCHEME

At present, the Company does not have any Employees’ Stock Option Scheme (ESOS) or any other stock-based employee benefit
scheme in place, in accordance with the provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,
2021.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company is committed to upholding the highest standards of ethical, moral, and legal conduct in all its business operations.
In line with this commitment, the Company has established a Vigil Mechanism and Whistle Blower Policy, in compliance with the
provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

This mechanism enables employees and other stakeholders to report concerns about unethical behavior, actual or suspected fraud,
or violation of the Company’s Code of Conduct or applicable laws. The policy ensures that such disclosures can be made without
fear of retaliation, and provides for adequate safeguards.

All reportable matters under the policy are directly escalated to the Chairman of the Audit Committee for appropriate action.

During the year under review, no employee was denied access to the Audit Committee.

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

The Company has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 to hear and redress the complaints, if any received from women employees.

(a) number of complaints filed during the financial year - Nil

(b) number of complaints disposed of during the financial year - Nil

(c) number of complaints pending as on end of the year - Nil
RISK MANAGEMENT

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

INSURANCE

The Company has taken the required insurance coverage for its assets against the possible risks like fire, flood, burglary etc.
RECOMMENDATION BY AUDIT COMMITTEE

There were no such instances where the recommendation of Audit Committee has not been accepted by the Board during the
financial year under review.

CEO & CFO CERTIFICATE ON CODE OF CONDUCT

The Board has laid down a specific code of Conduct for all Board Members and Senior Management of the Company. All the Board
Members and Senior Management Personnel have affirmed compliance with the Code on annual basis. In this regard certificate
from CEO and CFO as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
has been received by the Board and the same is attached herewith as per Annexure “VII”.

COMPANY’S POLICY RELATING TO DIRECTORS’ APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF
THEIR DUTIES

A Nomination and Remuneration Committee has been constituted under section 178 of the Companies Act, 2013 for formalization
the criteria for determining qualifications, positive attributes and independence of a Directors and recommend to the Board a
policy relating to the remuneration for the Directors, Key Managerial Personnel and other employees. Further, the Directors of the
Company are being paid remuneration as approved by the Shareholders and Board as per the provisions of the Act and rules made
thereunder.

DETAILS OF INDEPENDENT DIRECTORS RETIRED FROM THE DIRECTORSHIP OF THE COMPANY

During the year under review Smt Rashmee Singhania ceased to be Director of the company with effect from 13-02-2025 on
completion of her 10 years tenure.

TOTAL FEES PAID TO THE STATUTORY AUDITOR FOR ALL THE SERVICES DURING THE YEAR 2024-2025

The Company has paid a sum of Rs 1,32,400 /- (Rupees One Lakh Thirty Two Thousand Four Hundred only) towards all the
services rendered by Statutory Auditor during the financial year 2024-2025.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Board has adopted the procedures for ensuring orderly and efficient conduct of its business including adherence to the
company’s policy, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness
of accounting record, and timely preparation of financial disclosures. The Internal Auditors, M/s D D Bansal Associates, Chartered
Accountants, directly reports to the Audit Committee of the Company

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the company between the end of financial year
to which these financial statements relate and as on the date of this Report except steep fluctuations in the prices of raw material
as discussed elsewhere in this report.

FORMAL ANNUAL EVALUATION

The Board of Directors had carried out an annual evaluation of its own performance, Board committees and individual directors
pursuant to the provisions of SEBI Listing Obligations and Disclosure Requirements. The performance of the Board was evaluated
by the Board after seeking inputs from all the directors on the basis of criteria such as Board composition, structure, Board processes
and their effectiveness, information given to the Board 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 Committee composition, structure, effectiveness of
Committee Meetings etc.

In a separate Meeting of Independent Directors, performance of Non-Independent Directors, Board as Whole and Chairman of the
company was evaluated considering the views of Executive and Non-Executive Directors

The Board and the Nomination and Remuneration Committee (NRC) reviewed the performance of the individual directors on the
basis of criteria such as contribution at meetings, their preparedness on the issues to be discussed etc. Additionally, the Chairperson
was also evaluated on key aspects of his role.

DETAILS OF FRAUD

No fraud has been reported/detected for the period under review.

MANAGEMENT DISCUSSIONS AND ANALYSIS

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

DISCLOSURE ON CORPORATE SOCIAL RESPONSIBILITY POLICY

A report on CSR is attached as Annexure ‘IX’ to the Director’s Report.

INDUSTRIAL RELATIONS

The industrial relations remained cordial during the year under review.

PUBLIC DEPOSITS

The Company has not accepted deposits from the public covered under Section 73 of the Companies Act, 2013.

COMPLIANCE WITH THE SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards as recommended by the Institute of Company Secretaries
of India. The Report of Secretarial Auditors of the company on Secretarial standards maintained by the company is attached as
Annexure “II” for the financial year 2024-2025.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

In support of the Government’s “Green Initiative” and in accordance with the circulars issued by the Ministry of Corporate Affairs
(MCA), your Company has adopted electronic mode of communication for disseminating Annual Reports, Notices of General
Meetings, and other shareholder communications.

Accordingly, the Company has arranged to send soft copies of these documents to the registered email addresses of the
shareholders, wherever applicable. This initiative not only supports environmental sustainability but also ensures prompt and
efficient communication.

Shareholders who wish to receive physical copies of the Annual Report or other documents may send a written request to the
Company. Upon receipt of such request, the Company will ensure that the physical copies are dispatched accordingly.

SIGNIFICANT AND MATERIAL ORDERS OF REGULATION, COURTS OR TRIBUNALS

The Company received a Show Cause Notice dated May 17, 2024, from SEBI enclosing documents submitted by NSE, regarding
non-compliance with certain provisions of SEBI (LODR) Regulations, 2015, specifically related to non-obtaining of prior shareholder
approval for certain related party transactions for the financial year 2023-2024.

After examining the matter, SEBI initiated adjudication proceedings for alleged violations of Regulations 23(2), 23(4), and 23(9)
read with Regulation 4(1)(e) of the LODR Regulations. A hearing was conducted on August 12, 2024, and the Company made its
submissions in response.

Upon consideration of the facts and material on record, SEBI, through its adjudicating officer, imposed a penalty of ?3,00,000
(Rupees Three Lakh only) under Section 15HB of the SEBI Act, which has since been duly paid by the Company.

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

M/s Sumit Bajaj & Associates, Company Secretaries in Practice, has issued a certificate as required under the Listing Regulations,
confirming that none of the directors on the Board of the Company has been debarred or disqualified from being appointed or
continuing as director of companies by the SEBI / Ministry of Corporate Affairs or any such statutory authority. The certificate is
enclosed with this section as Annexure “X”.

ACKNOWLEDGMENT

The Board of Directors expresses its sincere appreciation for the continued support, dedication, and commitment demonstrated by
the employees of the Company. The Company’s ability to operate efficiently and achieve sustainable, profitable growth is a result of
the culture of professionalism, integrity, innovation, and continuous improvement that permeates all areas of its operations, as well
as the effective utilization of resources.

The Directors also place on record their deep appreciation for the whole-hearted co-operation and support received from the Central
and State Governments, Kotak Mahindra Bank Limited, Yes Bank Limited, and other regulatory and government authorities. Their
assistance has been instrumental in enabling the Company to meet its objectives.

The Board looks forward to the future with renewed confidence and remains committed to delivering long-term value to all stakeholders.

Place: New Delhi By order of the Board

Date : 23/07/2025 For PREMIER POLYFILM LIMITED

Regd. Office: Sd/-

305, III Floor, Elite House’, 36, Community Centre, Amitaabh Goenka

Kailash Colony Extension, (Zamroodpur), (Chairman and Managing Director and CFO)

New Delhi-110048

CIN: L25209DL1992PLC049590

1

In the year 2003 the face value of equity share was reduced from Rs.10/- per equity share to Rs.2.50 per equity share in
compliance with the Orders of the Hon’ble BIFR. Further pursuant to a resolution passed by the Shareholders of the company
in the year 2009, the face value of the equity Shares was changed from Rs.2.50 per equity shares to Rs.5/- per equity share
and one equity share was issued against the holding of two equity shares held by a shareholders. Price per share at BSE was
Rs.28.50 for paid up face of Rs.10/- each and at NSE was Rs.25/-in the year 1995. These rates were taken at half the price
due to change in face value. During the year under review the company has Subdivision of existing Equity Shares from One
Equity Share of Rs. 5/- each into Five Equity Shares of Re.1/- each with effect from 05th November,2024.

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

---

Mar 31, 2024

Your Directors present the Thirty Second Annual Report together with Audited Accounts for the year ended on 31^st March, 2024.

FINANCIAL SUMMARY AND HIGHLIGHTS				(Rs. In Lakh)
Particulars		For the year ended		For the year ended
		31st March, 2024		31st March, 2023
Sales & Other Income		29,728		28,871
Operating profit before providing for interest & Depreciation Less: Interest	204	3,447	273	2,286
Depreciation	516	720	493	766
Net Profit before taxation Less:		1,520		1,520
Tax Expenses		667		352
Profit after tax		2,060		1,168
Changes in fair value of FVTOCI Equity Securities		87		5
Re-measurements of post employment benefits obligations		9		14
Net Profit		2,156		1,187
Basic and diluted earning per share		9.83		5.58
Face value per equity Share		5.00		5.00

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

The Company is engaged in the business manufacturing of vinyl flooring, sheeting and leather cloth etc. During the period under review your company produced 27,133 M.T of PVC flooring, Sheetings, Films etc. as against 26,755 M.T produced during the previous year. The Company achieved higher capacity utilization with the installation and utilization of new Plant & Machinery. Gross Sales from Operations and Other Income during the year under review was Rs. 29,728 Lakhs against Rs.28,871 Lakhs during the previous financial year. Net Profit during 2023-2024 was Rs.2,060 Lakh against Rs.1,168 Lakhs during the year 20222023. The reasons for increase in cash profit during the current quarter and year ended on 31st March,2024 was mainly due to that company could arrange raw material at cheaper rate and sold the finished goods at existing sales prices i.e. the prices of finished goods were not changed/devalued. Secondly productions of some of the items of finished goods which were not generated good profits were stopped and to some extent company could arrange cheaper loan from other bank i.e. Yes Bank Limited and hence finance cost was also reduced.

DETAILS OF DIVIDEND DECLARED

Encouraged by the performance of the company, The Board of your company is pleased to recommend for your approval Payment of dividend @ 0.75 per equity share of Rs.5/- each (i.e. 15%) for the year ended on 31st March,2024 subject to deduction of Tax at Source, which if approved at the forthcoming Annual General Meeting, will be paid to those equity shareholders whose names appear in the Register of Members as on 09^th September, 2024 in respect of shares held in physical form and in respect of shares held in dematerialized form, the dividend shall be paid on the basis of the beneficial ownership as per the details furnished by the Depositories for this purpose at the end of business hours on 09^th September, 2024.

RESERVES

During the year under review, the Board has transferred an amount of Rs. 400/- Lakh to General Reserves.

DETAILS OF MONEY ACCEPTED FROM DIRECTORS

During the year under review, the company has not accepted money in the form of Unsecured Loan from any of the Directors and/ or their relative(s).

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of business of the Company.

SUB-DIVISION OF EQUITY SHARES FROM FACE VALUE OF RS. 5/- PER SHARE TO FACE VALUE OF RS. 1/- PER SHARE

The Board of Directors at their meeting held on 17^th May, 2024 considered and approved the proposal of restructuring the Share Capital of the Company by sub-dividing the existing equity shares into face value of Rs. 1/- per share in place of Rs. 5/- per share.

The new equity shares to be issued and allotted upon sub-division shall rank pari passu with the then existing equity shares of the Company in all respects. Pursuant to the provisions of Section 13, 14 and 61 of the Companies Act, 2013 approval of the Members is required for sub-division of shares and consequent amendment to Clause V of the Memorandum of Association and for altering the relevant clauses in the Articles of Association of the Company.

Accordingly, the resolutions set out at Item Nos. 6,7 and 8 seeking approval of the Members for the proposed sub-division of face value of the Equity Shares and the consequent amendments to the existing Clause V of the Memorandum of Association and definition of “Shares” as mentioned under ‘Clause 1.1 of Chapter II of the of Articles of Association of the Company.

The Board of Directors is of the opinion that the aforesaid sub-division of the face value of Equity Shares,is in the best interest of the Company and hence recommends passing of the resolutions as set out in the Notice for the Annual General Meeting of the Company.

CHANGE IN CAPITAL AND DEBT STRUCTURE

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

CREDIT RATING

The company got its credit rating done from Credit Rating Information Services of India Limited (CRISIL) and credit rating of the company is as underLong term Rating CRISIL BBB/Positive

Short Term Rating CRISIL A3

TRANSFER OF SHARES AND UNPAID/UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the FY 2023-24, unpaid/ unclaimed dividend for the FY 2015-16 aggregating to Rs.4,11,273/- and 5,66,435 numbers of equity shares of nominal value of Rs. 28,32,175/- for which dividend entitlements remained unpaid/ unclaimed for seven consecutive years or more, were transferred by the Company to IEPF established by the Central Government, pursuant to provisions of Section 124 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, within the statutorily stipulated time frame. Before effecting transfer of shares to IEPF, company has informed all such members, whose shares were liable to be transferred to IEPF during the FY 2023-2024 through individually addressed letters and publication of notice in newspapers. The details of unpaid/ unclaimed dividend and corresponding shares that would be transferred to IEPF, unpaid and unclaimed amounts lying with the Company and procedure for claiming the dividend and shares from IEPF Authority are available on website of the Company at the link: http://www.premierpoly.com/IEPF.htm and also on the website of Investor Education and Protection Fund Authority i.e. www.iepf.gov.in. Shareholders may claim their unpaid/ unclaimed dividend and the corresponding shares from the IEPF Authority through online application in prescribed form i.e. IEPF-5 at its website www.iepf.gov.in.

During the FY 2024-2025, unpaid/ unclaimed dividend for the FY 2016-2017 aggregating to Rs. 4,16,732/- and 90,125 numbers of equity shares of nominal value of Rs. 4,50,625/- for which dividend entitlements remained unpaid/ unclaimed for seven consecutive years or more, would be transferred by the Company to IEPF established by the Central Government, pursuant to provisions of Section 124 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, within the statutorily stipulated time frame. Before effecting transfer of shares to IEPF, company has informed all such members, whose shares were liable to be transferred to IEPF during the FY 20242025 through individually addressed letters and publication of notice in newspapers. The details of unpaid/ unclaimed dividend and corresponding shares that would be transferred to IEPF, unpaid and unclaimed amounts lying with the Company and procedure for claiming the dividend and shares from IEPF Authority are available on website of the Company at the link: http://www.premierpoly. com/IEPF.htm and also on the website of Investor Education and Protection Fund Authority i.e. www.iepf.gov.in. Shareholders may claim their unpaid/ unclaimed dividend and the corresponding shares from the IEPF Authority through online application in prescribed form i.e. IEPF-5 at its website www.iepf.gov.in. The last date for claiming dividend declared during FY 2016-2017 which remained unpaid/ unclaimed is November15, 2024. Members may forward their claims for unpaid/ unclaimed final dividend to the Company’s RTA before it is due to be transferred to IEPF. Thereafter, no claim shall lie against the Company in respect of the dividend/ shares so transferred to IEPF.

SUBSIDIARIES AND ASSOCIATES

As per provisions of the Section 129 and other applicable provisions, if any, of the Companies Act,2013, your company has no Subsidiaries or Associate company.

QUALITY CONTROL

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

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) of the Companies Act,2013 has been disclosed under Nomination & Remuneration Committee in the Corporate Governance Report which forms part of the Directors’ Report.

ANNUAL RETURN

Pursuant to the provisions of 92(3) and Section 134(3) (a) of the Companies, Act,2013 read with Rule 12 of the Companies(Management and Administration) Rules, 2014, the draft Annual Return of the Company for the Financial Year 31st March, 2024 is uploaded on the website of the Company and can be accessed https://www.premierpoly.com/form-MGT-7-2024.pdf DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

(II) That your Directors have selected such accounting policies and applied them consistently and made judgment 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 or loss of the company for that period ;

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

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

(V) That the directors have laid down proper internal financial controls which are followed by the company and that such internal financial controls are adequate and were operating effectively ; and

(VI) That 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.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

DETAILS OF AUDITORS QUALIFICATIONS AND REPLY OF MANAGEMENT

The Auditor’s Report for the Financial year 2023-2024 does not have any details of qualifications, reservations or adverse remarks. PARTICULARS OF EMPLOYEES AND HUMAN RESOURCES

The information as required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached given below :

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

	Non Executive Independent Director	Ratio to median remuneration
	Smt. Bhupinder Kaur Marwah	-
	Smt. Rashmee Singhania	-
	Shri Santosh Kumar Dabriwala	-
	Shri Umesh Kumar Agarwalla	-
	Executive Director	Ratio to median remuneration
	Shri Amitaabh Goenka
	Shri R B Verma
(b)	The percentage increase in remuneration of each director, Chief Executive Office & Company Secretary in the
financial year :
	Smt Bhupinder Kaur Marwah		-
	Smt. Rashmee Singhania		-
	Shri Santosh Kumar Dabriwalla		-
	Shri Umesh Kumar Agarwalla		-
	Shri Amitaabh Goenka, Managing Director & CEO		-
	Shri R B Verma		-
	Ms. Heena Soni, Company Secretary and Compliance Officer *		9.91%
	Shri Paribesh Mishra, Chief Financial Officer		6.61%
	Smt. Dhwani Sharma, , Company Secretary and Compliance Officer *		-

* Ms. Heena Soni joined as Company Secretary and Compliance Officer with effect from 22-05-2023.

** Smt. Dhwani Sharma resigned with effect from 15-04-2023.

(c) The percentage increase in the median remuneration of employees in the financial year: 06.75%.

(d) The number of permanent employees on the roll of company: 304

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

On an average, employees received an annual increase of 6.19 %. The individual increments varied from 0.00 % to50.67% based on individual performance.

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

Aggregate remuneration of Key Managerial personnel (KMP) in financial year2023-2024 ( Rs. In Lakhs)	182.63
Revenue (Figures in Rupees in Lakhs)	29,563
Remuneration of KMPs (as % of revenue)	0.62
Profit before Tax (PBT) (Figures in Rupees in Lakhs)	2,727
Remuneration of KMPs (as % of PBT)	6.70

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

Particulars	March 31, 2023	March 31, 2022	% Change
Market Capitalization (Rupees in Lakhs)	41,006.68	15,429	(-) 165.77
Price Earnings Ratio	9.83	5.58	19.49

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

Particulars	March 31, 2024	1995* (Right cum Public Issue)	% Change
Market Price (BSE) Closing rate	194.85	14.25	1267.40
Market Price (NSE) Closing rate	195.75	12.50	1466.00

* In the year 2003 the face value of equity share was reduced from Rs.10/- per equity share to Rs.2.50 per equity share in compliance with the Orders of the Hon’ble BIFR. Further pursuant to a resolution passed by the Shareholders of the company in the year 2009, the face value of the equity Shares was changed from Rs.2.50 per equity shares to Rs.5/- per equity share and one equity share was issued against the holding of two equity shares held by a shareholders. Price per share at BSE was Rs.28.50 for paid up face of Rs.10/- each and at NSE was Rs.25/-in the year 1995. These rates were taken at half the price due to change in face value.

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

The average annual increase was 06.19%. However, during the year, the total average increase in managerial and key personnel 1.65.%. which is considered to bevery reasonable.

(j) Comparison of remuneration of each key managerial personnel against the performance of the company :

Particulars	Shri Amitaabh Goenka, Managing Director & CEO	Shri R B Verma, Executive Director	Shri Paribesh Mishra, Chief Financial Officer	Ms Heena Soni Company Secretary & Compliance Officer **
Remuneration in FY 2023- 2024 (Rs. In Lakhs)	139.85	16.25	22.84	3.69
Revenue (Rs. In Lakhs)	29,728	29,728	29,728	29,728
Remuneration as % of revenue	0.47	0.05	0.08	0.012
Profit before tax (Rs. In Lakh)	2,727	2,727	2,727	2,727
Remuneration (as % of PBT)	5.1	0.60	0.84	0.14

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

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

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

None

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

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

(n) The Statement containing particulars of employees as required under Section 197(12) of the Companies Act,2013 readwith Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 is not applicable as none of the employees of the company is covered under the provisions of the act and rules made thereunder.

* Smt Dhwani Sharma resigned with effect from 15-04-2023 * * Ms Heena Soni joined with effect from 22-05-2023

RESEARCH & DEVELOPMENT CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars regarding conservation of energy, technology absorption and foreign exchange earn-ings and outgo, as prescribed under Section 134(3) (m) of the Companies Act, 2013, are annexed as Annexure “I”.

AUDITORS REPORT AND AUDITORS AUDIT REPORTS

• The Auditors’ Report for fiscal Year 2024 does not contain any qualification, reservation or adverse remark. The Auditors’ Report is enclosed with the financial statements in this Annual Report.

• The Secretarial Auditors’ Report for fiscal Year 2024 does not contain any qualification, reservation or adverse remark.

• The Secretarial Auditors’ Report is enclosed as Annexure II to the Board’s report in this Annual Report.

• As required by the Listing Regulations, the auditors’ certificate on corporate governance is enclosed as Annexure “VII” to the Board’s report and report does not contain any qualification, reservation or adverse remark

AUDITORS Statutory Auditor

The Auditors M/s M A R S & Associates, Chartered Accountants, Auditors of the company were re- appointed as Statutory Auditors of the Company by the shareholders at the 30th Annual General Meeting held on 26-09-2022 to hold office of Statutory Auditors of the Company upto the conclusion of the 35^th Annual General Meeting of the Company to be held in the year 2027 i.e. for a term of five (5) years. .

Secretarial Auditor

As required under Section 204 of the Companies Act, 2013 (as amended or re-enacted from time to time) read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and other applicable provisions,if any, of the Companies Act 2013, M/s Sumit Bajaj & Associates, were appointed as Secretarial Auditor of the company to conduct the secretarial audit of the company for the financial year 2023-2024 by the Board of Directors of the Company in their Meeting held on 22-05-2023 on the recommendation of Audit Committee. In the current Financial years the Board of Directors in their Meeting held on 17^th May, 2024 have again appointed M/s Sumit Bajaj & Associates, as Secretarial Auditor of the company to conduct the secretarial audit of the company for the financial year 2024-2025 on the recommendation of Audit Committee.

Internal Auditor

The Company has in place adequate Internal financial control with reference to financial statements. During the year, such control were tested and no reportable material weakness in the design or operations were observed. The Internal Auditor, M/s D D Bansal Associates, Chartered Accountants, directly report to the Audit Committee. M/s D D Bansal Associates, Chartered Accountants, was appointed as Internal Auditor of the company for the financial year 2024-2025 by the Board of Directors of the Company in their Meeting held on 17-05-2024 on the recommendation of Audit Committee.

Cost Accountant

As per the requirements of the Central Government and pursuant to Section 148 of the Companies Act,2013 read with the Companies (Cost Records & Audit) Rules,2014 as amended from time to time your Company is maintaining cost accounting records and get them audited for products(s)/ Service covered under the Cost Records Rules, 2014 for the year ending 31st March 2021 pursuant to section 148(1) of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit & Auditor) Rules, 2014.

On the recommendation of the Audit Committee, The Board of Directors in their Meeting held on 17-05-2024, have appointed M/s Cheena & Associates, Cost Accountants to maintain cost accounting records and certify them for Product(s)/ Services Covered under Cost Records Rules 2014 for the year ending 31^st March 2025 at a remuneration of Rs. 50,000/- (Rupee Fifty Thousand Only) plus GST and out of pocket expenses. A resolution for the appointment of Cost Auditor forms part of the Notice convening the Annual General Meeting.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and at arm’s length basis. During the year, the Company has not entered into any fresh contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company or materiality of related party transactions. None of the transactions with related parties falls under the scope of Section 188(1) of the Companies Act,2013.Your Directors draw attention of the members to Note 33 to the financial statement which sets out related party disclosures.

Information on transactions with related parties pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules,2014 are given in Annexure “ III” in Form No. AOC-2 and form integral part of the Directors’ Report. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Smt. Dhwani Sharma was appointed as Company Secretary and Compliance Office of the Company with effect from 13/07/2022 by the Board on the recommendations of Audit Committee but she resigned from the post of Company Secretary and Compliance Officer and was relieved with effect from 15-04-2023 and Ms. Heena Soni was appointed as Company Secretary and Compliance Office of the Company with effect from 22/05/2023 by the Board on the recommendations of Audit Committee.

Details of re-appointed of whole time Director of the company are as under:-Shri Ram Babu Verma

Shri Ram Babu Verma is the Executive Director of the Company since 27th June, 2020 and his last reappointment as Executive Director was approved by the Shareholders in the Thirty First Annual General Meeting of the company held on 18th September,2023 for a period of Twelve (12) months under Schedule V of the Companies Act,2013 with effect from 27th December,2023 till 26th December, 2024 at a remuneration of Rs.90,500/- (Rupees Ninety Thousand Five Hundred only) per month as basic salary plus perquisites admissible under Schedule V to the Companies Act, 2013.

The present term of Shri Ram Babu Verma expires on 26/12/2024 and the next Annual General Meeting of the company would be held on or before 30th September,2025 i.e. in any case after the expiry of his present tenure on 26/12/2024. It is, therefore, proposed to re-appoint Shri Ram Babu Verma as Executive Director of the Company in the ensuing Annual General Meeting for a further period of twelve (12) months with effect from 27/12/2024 under Schedule V to the Companies Act,2013 at the existing basic salary of Rs. 90,500/- (Rupees Ninety Thousand Five Hundred Only) per month plus perquisites as given in the Notice of Thirty Second Annual General Meeting.

Shri Ram Babu Verma was appointed pursuant to Sections196,197, 203 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), read with Schedule V to the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force) and subject to such other approvals, permissions and sanctions and as per provisions of Article of Association of the Company and subject to the limits specified in Schedule V to the Companies Act,2013.

As per provisions of the Companies Act,2013 any appointment of whole time Director including Executive Directors requires approval of the Shareholders in their General Meeting. Further in case of inadequate profit or no profit Executive Director can be appointed under Schedule V of the Companies Act, 2013 upto a period not exceeding thirty six months without obtaining the consent of the Central Government provided that such approval is accorded by the shareholders by a Special Resolution moved in the Notice for Annual General Meeting. It is, therefore, proposed to pass the Special Resolution approving reappointment of Shri Ram Babu Verma as Executive Director for a term of Twelve (12) months on the Terms and Conditions as specified in the Notice of the Thirty Second Annual General Meeting under Schedule V of the Companies Act,2013.The Board of Directors of the company have approved appointment of Shri Ram Babu Verma as Executive Director for Twelve (12) months i.e. upto 26/12/2025 in their Meeting held on 17/05/2024 on the recommendation of the Nomination and Remuneration Committee subject to approval by the Members of the company and subject to such other approvals, permissions and sanctions, as may be necessary.

Shri Ram Babu Verma is not a Director in any other company. However, he is member in Share Transfer Committee, Audit Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee of the company. Shri Ram Babu Verma does not holds any equity share of the Company.

Shri Ram Babu Verma is 61 years of age and holds a Bachelor Degree in Science, M.A. in Economics and also MSW (HR & IR). He has experience of around 35 years as an Executive and hence the salary and perquisites proposed to provide to him are considered reasonable. Further the remuneration and perks given in the Notice convening the Thirty Second Annual General Meeting are within the prescribed limits of Schedule V of the Companies Act, 2013.

Shri Ram Babu Verma has given his declaration and has confirmed that he has not been convicted of any offence in connection with the promotion, formation and/or management of any company or LLP and has not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law in the last five years and that his total directorship

in all companies shall not exceed the prescribed number of companies in which a person can be appointed as a director.

The Board of Directors affirms that Shri Ram Babu Verma is not debarred from holding of the office the Director by virtue of any SEBI order and/or any other such authority. In the opinion of the Board Shri Ram Babu Verma is a person of integrity and possesses relevant expertise, competence and experience to hold office of the Director of the Company and his appointment as a Director and an Executive Directors of the company would be beneficial to the Company.

No Directors, Key Managerial Personnel and/or their relatives are in any way concerned or interested in this resolution of the Notice except Shri Ram Babu Verma himself.

Shri Amitaabh Goenka

Shri Amitaabh Goenka has been continuing Whole Time Director of the Company since 01^st November, 2010 and was earlier designated as Executive Director. However, he was appointed as Managing Director and Chief Executive Officer (CEO) of the company with effect from 13-07-2022 upon resignation of Shri Amar Nath Goenka, the former Managing Director and CEO of the Company. The Board of the Company appointed Shri Amitaabh Goenka as Man-aging Director and Chief Executive Officer (CEO) of the company with effect from 13-07-2022 on the recommendation of the Nomination and Remuneration Committee of the company. Subsequently, the Shareholders of the company in the thirtieth Annual GeneralMeeting held on 26^th September,2022 approved the appointment of Shri Amitaabh Goenka as Managing Direc-tor and Chief Executive Officer (CEO) of the company for thirty six months with effect from 13-07-2022. at a basic salary of Rs. 7,79,000/- (Rupees Seven Lakh Seventy Nine Thousand Seven Hundred Ninety Nine only) per month plus perquisites admissible under Schedule V to the Companies Act,2013.

The present term of Shri Amitaabh Goenka expires on 12/07/2025 and the next Annual General Meeting of the company may not be held by 12th July,2025 i.e. before his expiry of his term on 12-07-2025. It is, therefore, proposed to reappoint Shri Amitaabh Goenka as Managing Director and Chief Executive Officer (CEO) of the company in the Thirty Second Annual General Meeting for a further period of Thirty Six (36) months with effect from 13/07/2025 under Schedule V to the Companies Act,2013 at the existing salary & perquisites, as given in the Notice of Thirty Second Annual General Meeting. However, his salary is subject to such increment in the basic salary as may be recommended by the Nomination and Remuneration Committee of the company from time to time.

As per provisions of the Companies Act, 2013 any appointment or reappointment of Whole Time Director including Managing Directors and CEO requires approval of the Shareholders in their General Meeting. Further, in case of inadequate profit or no profit Managing Director and CEO can be paid salary and perquisites under Schedule V of the Companies Act, 2013 upto a period not exceeding thirty six months without obtaining the consent of the Central Government provided that such approval is accorded by the shareholders by a Special Resolution moved in the Notice for Annual General Meeting. It is, therefore, proposed to pass the item by way of a Special Resolution approving re-appointment of Shri Amitaabh Goenka as Managing Director and CEO of the Company for a term of Thirty Six (36) months on the Terms and Conditions as specified in the Notice of the Thirty Second Annual General Meeting under Schedule V of the Companies Act, 2013. The Board of Directors of the company have approved appointment of Shri Amitaabh Goenka as Managing Director and CEO of the Company for Thirty Six (36) months i.e. upto 12/07/2028 in their Meeting held on 17/05/2024 on the recommendation of the Nomination and Remuneration Committee subject to approval by the Members in the 32nd Annual General Meeting of the company and subject to such other approvals, permissions and sanctions, as may be necessary.

Shri Amitaabh Goenka is also Director in Joemillar Aquatek India Private Limited and Partner in G B & Company. He is member in Assets Purchase Committee, Corporate Social Responsibility Committee and Share Transfer Committee w.e.f. 13^th July, 2022 of the Company. Shri Amitaabh Goenka holds 24,13,699 (11.52%) Equity Shares of the Company.

As required by Regulation 36(3) of the Securities and Exchange Board of India (Listing Obliga-tions and Disclosure Requirements) Regulations,2015, the particulars of Shri Amitaabh Goenka who is proposed to be appointment are given in Annexure “V“ of this Notice.

Shri Amitaabh Goenka is of around 52 years old and he is an Indian National. He holds a De-gree in Commerce and has more than 31 years of experience in the field of trade and industry and hence, the salary and perquisites proposed to be provided to him are considered reasonable.

Further, the remuneration and perquisites provided in the Notice convening the Thirty Second Annual General Meeting are within the prescribed limits of Schedule V of the Companies Act, 2013.

In terms of the good Corporate Governance guidelines of the Company, the Board of Directors of the Company at their meeting held on 17th May, 2024 recommended the proposal for the appointment at revised/enhanced payment of remuneration and perquisites to Shri Amitaabh Goenka, Managing Director and CEO of the Company.

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

The Board of Directors affirms that Shri Amitaabh Goenka is not barred from holding the office of the Director by virtue of any SEBI order and/or any other such authority. In the opinion of the Board, Shri Amitaabh Goenka is a person of integrity and possesses relevant expertise, competence and experience to hold office of the Director of the Company and his appointment as Managing

Directors and CEO of the company would be beneficial to the Company.

The Board of Directors recommends the adoption of the resolution reappointing Shri Amitaabh Goenka as Managing Director and CEO of the Company as a Special Resolution.

No Directors, Key Managerial Personnel and their relatives are in any way concerned or interest-ed in the resolution of the Notice except Shri Amitaabh Goenka himself.

DECLARATION BY THE INDEPENDENT DIRECTORS

Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in section 149(6) of the Companies Act,2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act,2013 and the relevant Rules.

STOCK EXCHANGES

The equity shares of your company are listed at BSE Limited and National Stock Exchange of India Limited. The equity shares of the company are traded at these Stock Exchanges. The shares were not suspended from trading by any of the stock exchanges where shares are listed during the period under review.

Name and address of stock exchange	Code No
National Stock Exchange of India Limited, Exchange Plaza”, 5 Floor, Plot No. C/1, ‘G’ Block, Bandra Kulra Complex,Bandra East, Mumbai - 400051.	PREMIERPOL
BSE Limited, PhirozeJeejeebhoyToweres, DalalStreet,Mumbai- 400001	514354

ADDITIONS OF OTHER SOURCES OF POWER/ENERGY

Seeing the Government inclination towards pollution free environment and as per various notifications of Government in this regard,your Company plans to fully switch other sustainable and renewable sources of power/energy such as Solar and PNG energy inaddition to available current source of power energy available with the company during the current financial year.

STATEMENT OF DEVIATION OR VARIATION

The company did not issue any shares under Public/Rights and/or preferential Issue during the period under review.

CORPORATE GOVERNANCE

A separate Report on Corporate Governance along with the General Shareholders Information, as prescribed under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 along with a certificate from the Auditors of the Company regarding compliance of the conditions of the Corporate Governance is given in Annexure “VI” and Annexure “VII” respectively and form part of Directors’ Report to the Members.

SAFETY, HEALTH AND ENVIRONMENTAL PERFORMANCE

Your Company’s commitment towards Safety, Occupational Health and Environment is being continuously enhanced. The Company encourages involvement of all its employees in activities related to safety, including promotion of safety standards. This is also to ensure sustainable business growth. The Company has a well-established Safety, Occupational Health and Environmental Policywhich inter alia ensures safety of public, employees, plant and equipment by ensuring compliance with all statutory rules and regulations on regular basis.

SUSTAINABILITY INITIATIVE

As required under Regulation 34(2)(f) of the Listing Regulations submission of the Business Responsibility Report is not applicable on your company.

EMPLOYEES’ STOCK OPTION SCHEME

At present your company does not have any Scheme regarding Employees’ Stock Option Scheme pursuant to SEBI (Share Based Employee Benefits) Regulations, 2014.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The company has a vigil mechanism and whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the code of conduct. The reportable matters are disclosed to the Chairman of Audit Committee.

During the year under review, no employee was denied access to the Audit Committee.

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

The Company has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013 to hear and redress the complaints, if any received from women employees.

(a) number of complaints filed during the financial year - Nil

(b) number of complaints disposed of during the financial year - Nil

(c) number of complaints pending as on end of the year - Nil RISK MANAGEMENT

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

INSURANCE

The Company has taken the required insurance coverage for its assets against the possible risks like fire, flood, burglary etc. RECOMMENDATION BY AUDIT COMMITTEE

There were no such instances where the recommendation of Audit Committee has not been accepted by the Board during thefinancial year under review.

CEO & CFO CERTIFICATE ON CODE OF CONDUCT

The Board has laid down a specific code of Conduct for all Board Members and Senior Management of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on annual basis. In this regard certificate from CEO and CFO as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by the Board and the same is attached herewith as per Annexure “VIII”.

COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

A Nomination and Remuneration Committee has been constituted under section 178 of the Companies Act, 2013 for formalization the criteria for determining qualifications, positive attributes and independence of a Directors and recommend to the Board a policy relating to the remuneration for the Directors, Key Managerial Personnel and other employees. Further, the Directors of the Company are being paid remuneration as approved by the Shareholders and Board as per the provisions of the Act and rules made thereunder.

DETAILS OF INDEPENDENT DIRECTORS RETIRED FROM THE DIRECTORSHIP OF THE COMPANY

During the year under review no Independent Director retired from the Directorship of the company.

TOTAL FEES PAID TO THE STATUTORY AUDITOR FOR ALL THE SERVICES DURING THE YEAR 2023-2024

The Company has paid a sum of Rs 1,32,400. /- (Rupees One Lac thirty-two thousand & four hundred only) towards all the services

rendered by Statutory Auditor during the financial year 2023-2024.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Board has adopted the procedures for ensuring orderly and efficient conduct of its business including adherence to the company’s policy, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting record, and timely preparation of financial disclosures. The Internal Auditors, M/s D D Bansal Associates, Chartered Accountants, directly reports to the Audit Committee of the Company

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the company between the end of financial yearto which these financial statements relate and as on the date of this Report except steep fluctuations in the prices of raw material as discussed elsewhere in this report.

FORMAL ANNUAL EVALUATION

The Board of Directors had carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of SEBI Listing Obligations and Disclosure Requirements. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as Board composition, structure, Board processes and their effectiveness, information given to the Board 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 Committee composition, structure, effectiveness of Committee Meetings etc.

In a separate Meeting of Independent Directors, performance of Non-Independent Directors, Board as Whole and Chairman of the company was evaluated considering the views of Executive and Non-Executive Directors.

The Board and the Nomination and Remuneration Committee (NRC) reviewed the performance of the individual directors on the basis of criteria such as contribution at meetings, their preparedness on the issues to be discussed etc. Additionally, the Chairperson was also evaluated on key aspects of his role.

DETAILS OF FRAUD

No fraud has been reported/detected for the period under review.

MANAGEMENT DISCUSSIONS AND ANALYSIS

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

DISCLOSURE ON CORPORATE SOCIAL RESPONSIBILITY POLICY

A report on CSR is attached as Annexure ‘X’ to the Director’s Report.

INDUSTRIAL RELATIONS :

The industrial relations remained cordial during the year under review.

PUBLIC DEPOSITS

The Company has not invited or accepted deposits from the public covered under Section 73 of the Companies Act, 2013. COMPLIANCE WITH THE SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards as recommended by the Institute of Company Secretaries of India. The Report of Secretarial Auditors of the company on Secretarial standards maintained by the company is attached as Annexure “II” for the financial year 2023-2024.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

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

SIGNIFICANT AND MATERIAL ORDERS OF REGULATION,COURTS OR TRIBUNALS

No significant and material order was passed by any Court of Regulation or Courts or Tribunals during the year under review impacting the going concern status of your Company and its future operations.

CERTIFICATE OF NON DISQUALIFICATION OF DIRECTORS

Sumit Bajaj & Associates, Company Secretaries in Practice, has issued a certificate as required under the Listing Regulations, confirming that none of the directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of companies by the SEBI / Ministry of Corporate Affairs or any such statutory authority. The certificate is en-closed with this section as Annexure “XI”.

ACKNOWLEDGMENT

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

---

Mar 31, 2023

Your Directors present the Thirty First Annual Report together with Audited Accounts for the year ended on 31^st March, 2023.

FINANCIAL SUMMARY AND HIGHLIGHTS				(Rs. In Lakh)
Particulars		For the year ended		For the year ended
		31st March, 2023		31st March, 2022
Sales & Other Income		28,871		24,386
Operating profit before providing for interest &		2,286		2,009
Depreciation
Less:
Interest	273		202
Depreciation	493	766	419	621
Net Profit before taxation		1,520		1,388
Less:
Tax Expenses		352		410
Profit after tax		1,168		978
Changes in fair value of FVTOCI Equity Securities		5		19
Re-measurements of post employment benefits obligations		14		(23)
Net Profit		1,187		974
Basic and diluted earning per share		5.58		4.67
Face value per equity Share		5.00		5.00

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

The Company is engaged in the business of manufacturing of vinyl flooring, sheeting and leather cloth etc. During the period under review your company produced 26,754 M.T of PVC flooring, Sheetings, Films etc. as against 23,414 M.T produced during the previous year. The Company achieved higher capacity utilization with the installation and utilization of new Plant & Machinery. Gross Sales from Operations and Other Income during the year under review was Rs. 28,871 Lakhs against Rs.24,386 Lakhs during the previous financial year. Profit before tax during 2022-2023 was Rs.1,520 Lakh against Rs.1,388 Lakhs during the year 20212022. Net profit of the company after tax for the current financial year was Rs. 1,168 Lakhs against Rs.978 Lakhs during the last financial year. Barring unforeseen circumstances, your company will perform better in the current year.

DETAILS OF DIVIDEND DECLARED

The Board of your company is pleased to recommend for your approval payment of dividend @ 0.50 per equity share of Rs.5/- each (i.e. 10%) for the year ended on 31^st March, 2023 subject to deduction of Tax at Source, which if approved at the forthcoming Annual General Meeting, will be paid to those equity shareholders whose names appear in the Register of Members as on 12^th September, 2023 in respect of shares held in physical form and in respect of shares held in dematerialized form. The dividend shall be paid on the basis of the beneficial ownership as per the details furnished by the Depositories for this purpose at the end of business hours on 11^th September, 2023.

RESERVES

During the year under review, the Board has transferred an amount of Rs.400 Lakhs to General Reserves.

DETAILS OF MONEY ACCEPTED FROM DIRECTORS

During the year under review, the company has not accepted money in the form of Unsecured Loan from any of the Directors and/ or their relative(s).

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of business of the Company.

IMPACT OF COVID-19 ON PERFORMANCE AND FINANCIAL POSITION OF THE COMPANY

The outbreak of Corona Virus (COVID-19) pandemic globally and in India is causing significant disturbance and slowdown of economic activity. In assessing the recoverability of company’s assets such as Financial assets and Non-Financial Assets, the company has considered internal and external information. The company has evaluated impact of this pandemic on it’s business operations and based on it’s review and current indicators of future economic conditions, there are no significant impact on it’s financial statements and the company expects to recover the carrying amount of all it’s assets.

CHANGE IN CAPITAL AND DEBT STRUCTURE

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

CREDIT RATING

The company got its credit rating done from Credit Rating Information Services of India Limited (CRISIL) and credit rating of the company is as under:-

Long term Rating CRISIL BBB/Positive

Short Term Rating CRISIL A3

TRANSFER OF SHARES AND UNPAID/UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the FY 2023-24, unpaid/ unclaimed dividend for the FY 2015-16 aggregating to Rs.4,16,822.50/- and the corresponding 6,46,437 number of equity shares for which dividend entitlements remained unpaid/ unclaimed for seven consecutive years or more, shall be transferred by the Company to IEPF established by the Central Government, pursuant to provisions of Section 124 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, within the statutorily stipulated timeframe. Before effecting transfer of shares to IEPF, company has informed all such members, whose shares were liable to be transferred to IEPF during the FY 2023-2024 through individually addressed letters and publication of notice in newspapers. The details of unpaid/ unclaimed dividend and corresponding shares that would be transferred to IEPF, unpaid and unclaimed amounts lying with the Company and procedure for claiming the dividend and shares from IEPF Authority are available on website of the Company at the link: www.premierpolv.com and also on the website of Investor Education and Protection Fund Authority i.e. www.iepf.gov. in Shareholders may claim their unpaid/ unclaimed dividend and the corresponding shares from the IEPF Authority through online application in prescribed form i.e. IEPF-5 at its website www.iepf.gov.in .The last date for claiming dividend declared during FY 2015-16 which remained unpaid/ unclaimed is October 16, 2023. Members may forward their claims for unpaid/ unclaimed final dividend to the Company’s RTA before it is due to be transferred to IEPF. Thereafter, no claim shall lie against the Company in respect of the dividend/ shares so transferred to IEPF.

SUBSIDIARIES AND ASSOCIATES

As per provisions of the Section 129 and other applicable provisions, if any, of the Companies Act,2013, your company has no Subsidiaries or Associate company.

QUALITY CONTROL

Your Company continues to hold prestigious ISO 9001:2008 certification for quality as manufacturer and exporter of PVC products namely Marbled (Contract), Printed and Technical Flooring, Leather Cloth, Sheeting, Humidity Barrier and Geo Mem-brane. Bureau of Indian Standards has granted BIS certification Mark ISI for Un-backed Flexible PVC Flooring, Sheets or rolls and tiles for 1.5 mm and 2.00 mm thickness vide IS No. 3462:1986.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) of the Companies Act,2013 has been disclosed under Nomination & Remuneration Committee in the Corporate Governance Report which forms part of the Directors’ Report.

ANNUAL RETURN

Pursuant to the provisions of 92(3) and Section 134(3) (a) of the Companies, Act,2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft Annual Return of the Company for the Financial Year 31^st March, 2023 is uploaded on the website of the Company and can be accessed https://www.premierpoly.com/ form-MGT-7-2023.pdf

DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

(II) That your Directors have selected such accounting policies and applied them consistently and made judgment 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 or loss of the company for that period ;

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

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

(V) That the directors have laid down proper internal financial controls which are followed by the company and that such internal financial controls are adequate and were operating effectively ; and

(VI) That the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operat-ing effectively.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

DETAILS OF AUDITORS QUALIFICATIONS AND REPLY OF MANAGEMENT

The Auditor’s Report for the Financial year 2022-2023 does not have any details of qualifications, reservations or adverse remarks.

PARTICULARS OF EMPLOYEES AND HUMAN RESOURCES

The information as required under Section 197 of the Companies Act,2 013 read with rule 5(1) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules,2014 are attached given below :

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

Non Executive Independent Director	Ratio to median remuneration
Smt. Bhupinder Kaur Marwah	-
Smt. Rashmee Singhania	-
Shri Santosh Kumar Dabriwala	-
Shri Umesh Kumar Agarwalla	-
Executive Director	Ratio to median remuneration
Shri Amar Nath Goenka *	7.68
Shri Amitaabh Goenka	19.69
Shri R B Verma	2.66
* resigned with effect from 04-07-2022.

(b)	The percentage increase in remuneration of each Director, Chief Executive Office & Company Secretary in the financial year :
	Director, Chief Executive Officer, Chief Financial Officer and Company Secretary	% increase in remuneration in the financial year
	Smt. Bhupinder Kaur Marwah	-
	Smt. Rashmee Singhania	-
	Shri Santosh Kumar Dabriwala	-
	Shri Umesh Kumar Agarwalla	-
	Shri Amar Nath Goenka, Managing Director *	-
	Shri Amitaabh Goenka, Managing Director & CEO **	-
	Shri N K Bhandari, Company Secretary ***	-
	Shri R B Verma	-
	Smt. Dhwani Sharma, Company Secretary & Compliance Officer ****	-
	Shri Paribesh Mishra, Chief Financial Officer ****	5.36%
* Shri Amar Nath Goenka resigned with effect from 04-07-2022 from all the positions of the company to spend time with family and friends.

** Shri Amitaabh Goenka was appointed as Managing Director & Chief Executive Officer of the company with effect from 13-07-2022

*** Shri N. K Bhandari resigned from the position of Company Secretary and Compliance Officer of the company with effect from 11-05-2022.

**** Smt. Dhwani Sharma was appointed as Company Secretary and Compliance Officer of the company with effect from 13-07-2022.

***** Shri Paribesh Mishra was appointed as Chief Financial Officer of the Company with effect from 13-07-2022.

(c) The percentage increase in the median remuneration of employees in the financial year: 08.99%.

(d) The number of permanent employees on the roll of company: 295

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

On an average, employees received an annual increase of 09.02 %. The individual increments varied from 0.00 % to 33.33% based on individual performance.

(f)	Comparison of the remuneration of the key managerial personnel against the performance of the company :
	Aggregate remuneration of Key Managerial personnel (KMP) in financial year 2022-2023 ( Rs. In Lakh)	215.45
	Revenue (Figures in Rupees in Lakhs)	28,871
	Remuneration of KMPs (as % of revenue)	0.75
	Profit before Tax (PBT) (Figures in Rupees in Lakhs)	1,520
	Remuneration of KMPs (as % of PBT)	14.17

(g)	Variation in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year.
	Particulars	March 31, 2023	March 31, 2022	% Change
	Market Capitalization (Rupees in Lakhs)	15,429	15,984	(-) 3.47
	Price Earnings Ratio	5.58	4.67	19.49

(h)	Percentage increase or decease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer :
	Particulars	March 31, 2023	19951 (Right cum Public Issue)	% change
	Market Price (BSE) Closing rate	72.31	14.25	407.43
	Market Price (NSE) Closing rate	73.65	12.50	489.20

Particulars	Shri Amar Nath Goenka, Managing Director and CFO*	Shri Amitaabh Goenka, Managing Director & CEO **	Shri N K Bhandari, Company Secretary	Shri R B Verma, Executive Director	Smt. Dhwani Sharma, Company Secretary & Compliance Officer ****	Shri Paribesh Mishra, Chief Financial Officer *****
Remuneration in FY 2022- 2023 Rs. In Lakhs)	48.37	123.89	2.36	16.74	8.92	15.18
Revenue (Rs. In Lakh)	28,871	28,871	28,871	28,871	28,871	28,871
Remuneration as % of revenue	0.17	0.43	0.01	0.06	0.03	0.05
Profit before tax (Rs. In Lakh)	1,520	1,520	1,520	1,520	1,520	1,520
Remuneration (as % of PBT)	3.18	8.15	0.16	1.10	0.59	1.00

* Shri Amar Nath Goenka resigned with effect from 04-07-2022 from all the positions of the company to spend time with family and friends.

** Shri Amitaabh Goenka was appointed as Managing Director & Chief Executive Officer of the company with effect from 13-07-2022

*** Shri N. K Bhandari resigned from the position of Company Secretary and Compliance Officer of the company with effect from 11-05-2022.

**** Smt. Dhwani Sharma was appointed as Company Secretary and Compliance Officer of the company with effect from 13-07-2022.

***** Shri Paribesh Mishra was appointed as Chief Financcial Officer of the Company with effect from 13-07-2022

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

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

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

None

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

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

(n) The Statement containing particulars of employees as required under Section 197(12) of the Companies Act,2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 is not applicable as none of the employees of the company is covered under the provisions of the act and rules made thereunder.

RESEARCH & DEVELOPMENT CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, as prescribed under Section 134(3) (m) of the Companies Act, 2013, are annexed as Annexure “II”.

AUDITORS REPORT AND AUDITORS

AUDIT REPORTS

• The Auditors’ Report for fiscal Year 2023 does not contain any qualification, reservation or adverse remark. The Auditors’ Report is enclosed with the financial statements in this Annual Report.

• The Secretarial Auditors’ Report for fiscal Year 2023 does not contain any qualification, reservation or adverse remark.

• The Secretarial Auditors’ Report is enclosed as Annexure III to the Board’s report in this Annual Report.

• As required by the Listing Regulations, the certificate on corporate governance is enclosed as Annexure “VII” to the

Board’s report and report does not contain any qualification, reservation or adverse remark.

Statutory Auditor

The Auditors M/s M A R S & Associates, Chartered Accountants, Auditors of the company were re-appointed as Statutory Auditors of the Company by the shareholders at the 30^th Annual General Meeting held on 26-09-2022 to hold office of Statutory Auditors of the Company upto the conclusion of the 35^th Annual General Meeting of the Company to be held in the year 2027 i.e. for a term of five (5) years.

Secretarial Auditor

As required under Section 204 of the Companies Act, 2013 (as amended or re-enacted from time to time) read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and other applicable provisions, if any, of the Companies Act 2013, Shri Nitin Gupta, Practicing Company Secretary, was appointed as Secretarial Auditor of the company to conduct the secretarial audit of the company for the financial year 2022-2023 by the Board of Directors of the Company in their Meeting held on 09-05-2022 on the recommendation of Audit Committee. The Secretarial Audit Report for the FY 2022-2023 forms part of the Annual Report & is attached as Annexure “III” to the Directors’ Report. However, for the financial year 2023-2024 M/s Sumit Bajaj & Associates, have been appointed as Secretarial Auditor of the company to conduct the secretarial audit of the company for the financial year 2023-2024 by the Board of Directors of the Company in their Meeting held on 22-05-2023 on the recommendation of Audit Committee.

Internal Auditor

The Company has in place adequate Internal financial control with reference to financial statements. During the year, such control were tested and no reportable material weakness in the design or operations were observed. The Internal Auditor, M/s D D Bansal Associates, Chartered Accountants, directly report to the Audit Committee. M/s D D Bansal Associates, Chartered Accountants, was appointed as Internal Auditor of the company for the financial year 2023-2024 by the Board of Directors of the Company in their Meeting held on 22-05-2023 on the recommendation of Audit Committee.

Cost Accountant

As per the requirements of the Central Government and pursuant to Section 148 of the Companies Act,2013 read with the Companies (Cost Records & Audit) Rules,2014 as amended from time to time your Company is maintaining cost accounting records and get them audited for products(s)/ Service covered under the Cost Records Rules, 2014 for the year ending 31^st March 2023 pursuant to section 148(1) of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit & Auditor) Rules, 2014.

On the recommendation of the Audit Committee, The Board of Directors in their Meeting held on 22-05-2023, have appointed M/s Cheena & Associates, Cost Accountants to maintain cost accounting records and certify them for Product(s)/ Services Covered under Cost Records Rules 2014 for the year ending 31^st March 2024 pursuant to section 148(1) of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit & Auditor) Rules, 2014. at a remuneration of Rs. 45,000/- (Rupee Forty Five Thousand Only) plus GST and out of pocket expenses. A resolution for the approval remmuneration of Cost Auditor forms part of the Notice convening the Annual General Meeting.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and at arm’s length basis. During the year, the Company has entered into fresh contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company or materiality of related party transactions and these falls under the scope of Section 188(1) of the Companies Act,2013.Your Directors draw attention of the members to Note 33 to the financial statement which sets out related party disclosures.

Information on transactions with related parties pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules,2014 are given in Annexure “ IV” in Form No. AOC-2 and form integral part of the Directors’ Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri Amar Nath Goenka, Managing Director, CEO and CFO of the Company resigned from the Directorship and from all other positions of the company with effect from 04/07/2022 to spend retired life time with family and friends.

Shri N K Bhandari also resigned from the post of Company Secretary and Compliance Officer with effect from 11-05-2022 on health grounds. Smt Dhwani Sharma was appointed as Company Secretary and Compliance Office of the Company with effect from 13/07/2022 by the Board on the recommendations of Audit Committee but she resigned from the post of Company Secretary and Compliance Officer and was relieved with effect from 15-04-2023. Ms. Heena Soni was appointed as Company Secretary and Compliance Office of the Company with effect from 22/05/2023 by the Board on the recommendations of Audit Committee.

Shri Amitaabh Goenka was appointed as Managing Director & CEO of the company by the Board with effect from 13-07-2022 on the recommendations of Audit Committee and his appointed as Managing Director and CEO was approved by the shareholders of the company in the 30^th Annual General Meeting held on 26-09-2022.

Shri Paribesh Mishra was appointed as Chief Financial Officer of the company by the Board with effect from 13-07-2022 on the recommendations of Audit Committee.

(I) Details of re-appointed of whole time Director of the company are as under:-Shri Ram Babu Verma

Shri Ram Babu Verma is the Executive Director of the Company since 27^th June,2020 and his last reappointment as Executive Director was approved by the Shareholders in the Thirtieth Annual General Meeting of the company held on 26^th September, 2022 for a period of Twelve (12) months under Schedule V of the Companies Act, 2013 with effect from 27^th December, 2022 till 26^th December, 2023 at a remuneration of Rs.90,500/- (Rupees Ninety Thousand Five Hundred only) per month as basic salary plus perquisites admissible under Schedule V to the Companies Act, 2013.

The present term of Shri Ram Babu Verma expires on 26/12/2023 and the next Annual General Meeting of the company would be held on or before 30^th September, 2024 i.e. in any case after the expiry of his present tenure on 26/12/2023. It is, therefore, proposed to re-appoint Shri Ram Babu Verma as Executive Director of the Company in the ensuing Annual General Meeting for a further period of twelve (12) months with effect from 27/12/2023 under Schedule V to the Companies Act, 2013 at the existing basic salary of Rs. 90,500./- (Rupees Ninety Thousand Five Hundred Only) per month plus perquisites as given in the Notice of Thirty First Annual General Meeting.

Shri Ram Babu Verma is being re-appointed pursuant to Sections196,197,203 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), read with Schedule V to the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force) and subject to such other approvals, permissions and sanctions and as per Article Number 116 of the Articles of Association of the Company and subject to the limits specified in Schedule V to the Companies Act,2013.

As per provisions of the Companies Act, 2013 any appointment of whole time Director including Executive Directors requires approval of the Shareholders in their General Meeting. Further in case of inadequate profit or no profit Executive Director can be appointed under Schedule V of the Companies Act, 2013 upto a period not exceeding thirty six months without obtaining the consent of the Central Government provided that such approval is accorded by the shareholders by a Special Resolution moved in the Notice for Annual General Meeting. It is, therefore, proposed to pass the Special Resolution approving re-appointment of Shri Ram Babu Verma as Executive Director for a term of Twelve (12) months on the Terms and Conditions as specified in the Notice of the Thirty First Annual General Meeting under Schedule V of the Companies Act,2013.The Board of Directors of the company have approved appointment of Shri Ram Babu Verma as Executive Director for Twelve (12) months i.e. upto 26/12/2024 in their Meeting held on 22/05/2023 on the recommendation of the Nomination and Remuneration Committee subject to approval by the Members of the company and subject to such other approvals, permissions and sanctions, as may be necessary.

Shri Ram Babu Verma is not a Director in any other company. However, he is member in Share Transfer Committee, Share Allotment Committee, Internal Complaint Committee, Audit Committee, Stakeholders Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee of the company. Shri Ram Babu Verma holds NIL Equity Shares of the Company.

Shri Ram Babu Verma is 60 years of age and holds a Bachelor Degree in Science, M.A. in Economics and also MSW (HR & IR). He has experience of around 34 years as an Executive and hence the salary and perquisites proposed to provide to him are considered reasonable. Further the remuneration and perks given in the Notice convening the Thirty First Annual General Meeting are within the prescribed limits of Schedule V of the Companies Act, 2013.

Shri Ram Babu Verma has given his declaration and has confirmed that he has not been convicted of any offence in connection with the promotion, formation and/or management of any company or LLP and has not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law in the last five years and that his total directorship in all companies shall not exceed the prescribed number of companies in which a person can be appointed as a director.

The Board of Directors affirms that Shri Ram Babu Verma is not debarred from holding of the office the Director by virtue of any SEBI order and/or any other such authority. In the opinion of the Board Shri Ram Babu Verma is a person of integrity and possesses relevant expertise, competence and experience to hold office of the Director of the Company and his appointment as a Director and an Executive Directors of the company would be beneficial to the Company.

No Directors, Key Managerial Personnel and/or their relatives are in any way concerned or interested in the resolution of the Notice except Shri Ram Babu Verma himself.

(II) Details of appointment/re-appointment of Non executive independent Directors are as under:-Smt. Bhupinder Kaur Marwah

Smt. Bhupinder Kaur Marwah was appointed as a Director (Non executive Independent Director) of the Company with effect from 01^st April, 2019 by the Shareholders of the Company in the Twenty Seventh Annual General Meeting of the Company held on 26^th September, 2019 for sixty months not liable to retire by rotation. Her tenure would expire on 31-03-2024 but the Board of Directors of the Company has recommended her reappointment as a Non Executive Independent Director in their Meeting held on 22-05-2023 on the recommendations of the Nomination & Remuneration Committee for another term of five years i.e. upto 31-03-2029 as next Annual General Meeting of the company would be held after April,2024 i.e. after her tenure expires on 31^st March, 2024.Her reappointment is subject to the approval by the Shareholders of the Company in the Thirty First Annual General Meeting.

Smt. Bhupinder Kaur Marwah is 73 years of age and holds a Graduate Degree. She has experience of around 49 years in the field of banking and finance. Smt. Bhupinder Kaur Marwah is Chairperson of Audit Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and Member of Nomination & Remuneration Committee. She holds NIL shares in the Company.

The Board of Directors affirms that Smt. Bhupinder Kaur Marwah is not debarred from holding of the office of Non Executive Independent Director by virtue of any SEBI order and/or any other such authority. In the opinion of the Board Smt. Bhupinder Kaur Marwah is a person of integrity and possesses relevant expertise, competence and experience to hold office of the Director of the Company and her appointment as an Non Executive Independent Director of the company would be beneficial to the Company.

The Board of Directors recommends re-appointment of Smt. Bhupinder Kaur Marwah as she possesses rich experience in field of banking and finance and is a fit and proper person to be continued to be Non Executive independent Director of the Company. She is independent of the Management and not related to any of the Director(s) and/or Key Managerial personnel of the Company.

No Directors, Key Managerial Personnel and their relatives are in any way concerned or interested in her re-appointment except Smt. Bhupinder Kaur Marwah herself.

Shri Santosh Kumar Dabriwala

Shri Santosh Kumar Dabriwala was appointed as a Director (Non executive Independent Director) of the Company with effect from 01^st April,2019 by the Shareholders of the Company in the Twenty Seventh Annual General Meeting of the Company held on 26^th September,2019 for sixty months not liable to retire by rotation. The tenure of Shri Santosh Kumar Dabriwala would expire on 31-03-2024 so the Board of Directors of the Company has recommended his reappointment as a Non Executive Independent Director in their Meeting held on 22-05-2023 on the recommendations of the Nomination & Remuneration Committee for another term of five years i.e. upto 31-03-2029 as next Annual General Meeting of the company would be held after April,2024 i.e. after his tenure expires on 31^st March,2024. His re-appointment is subject to the approval by the Shareholders of the Company in the Thirty First Annual General Meeting.

Shri Santosh Kumar Dabriwala is 71 years of age and holds a Commerce Degree. He is an Industrialist with more than 50 years of experience in trade and Industry. He has been associated with Sugar, Steel and Cement Poles manufacturing Industries. At present he is also on the Board of M/s Orient Prestressed Products Private Limited & M/s Dabri Finance Private Limited. He holds 2,000 equity shares i.e. 0.01 % of total shareholding of the Company.

The Board of Directors affirms that Shri Santosh Kumar Dabriwala is not debarred from holding of the office the Director by virtue of any SEBI order and/or any other such authority. In the opinion of the Board Shri Santosh Kumar Dabriwala is a person of integrity and possesses relevant expertise, competence and experience to hold office of the Director of the Company and his appointment as an Non Executive Independent Director of the company would be beneficial to the Company.

The Board of Directors recommends re-appointment of Shri Santosh Kumar Dabriwala as a Special Resolution as Shri Santosh Kumar Dabriwala possesses rich experience in field of trade and Industry and is a fit and proper person to be continued to be Non Executive independent Director of the Company. He is independent of the Management and is not related to any of the Director(s) and/or Key Managerial Personnel of the Company .

No Directors, Key Managerial Personnel and their relatives are in any way concerned or interested in his re-appointment except Shri Santosh Kumar Dabriwala himself.

Shri Umesh Kumar Agarwalla

Shri Umesh Kumar Agarwalla was appointed as a Director (Non executive Independent Director) of the Company with effect from 28^th May,2019 by the Shareholders of the Company in the Twenty Seventh Annual General Meeting of the Company held on 26^th September, 2019 for sixty months not liable to retire by rotation. The tenure of Shri Umesh Kumar Agarwalla would expire on 27-05-2024 so the Board of Directors of the Company has recommended his reappointment as a Non Executive Independent Director in their Meeting held on 22-05-2023 on the recommendations of the Nomination & Remuneration Committee for another term of five years i.e. upto 27-05-2029 as next Annual General Meeting of the company would be held by September, 2024 i.e. after his tenure expires on 27^th May,2024.His reappointment is subject to the approval by the Shareholders of the Company in the Thirty First Annual General Meeting.

Shri Umesh Kumar Agarwalla is 69 years of age and holds a Degree in Engineering. He is and Industrialist with more than 49 years of experience in trade, Industry and expertise in Global Trade of Minerals Carbon Products, Logistics and Marketing. He is also on the Board of M/s Polo Queen Industrial And Fintech Limited, M/s Aajiwan Industries Limited, M/s Sri Vishvanath Enterprises Limited, M/s Someshwara Industries and Exports Limited, M/s Bow Balaleshwar Minings Private Limited, M/s Balaji Prints Limited, M/s R J Knitwears Limited, M/s Polo Queen Infotech and Textile Limited and M/s Arjay Apparel Industries Limited. He holds Nil equity shares of the Company.

The Board of Directors affirms that Shri Umesh Kumar Agarwalla is not debarred from holding of the office the Director by virtue of any SEBI order and/or any other such authority. In the opinion of the Board Shri Umesh Kumar Agarwalla is a person of integrity and possesses relevant expertise, competence and experience to hold office of the Director of the Company and his appointment as an Non Executive Independent Director of the company would be beneficial to the Company.

The Board of Directors recommends re-appointment of Shri Umesh Kumar Agarwalla as a Special Resolution as Shri Umesh Kumar Agarwalla possesses rich experience in field of trade and Industry and is a fit and proper person to be continued to be Non Executive independent Director of the Company. He is independent of the Management and is not related to any of the Director(s) and/or Key Managerial Personnel of the Company .

No Directors, Key Managerial Personnel and their relatives are in any way concerned or interested in his re-appointment except Shri Umesh Kumar Agarwalla himself.

DECLARATION BY THE INDEPENDENT DIRECTORS

Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant Rules.

STOCK EXCHANGES

The equity shares of your company are listed at the Stock Exchanges as per details given in the Annexure “V” and forming part of Directors’ Report to the Members. The equity shares of the company are traded at these Stock Exchanges. The shares were not suspended from trading by any of the stock exchanges where shares are listed during the period under review.

ADDITIONS OF OTHER SOURCES OF POWER/ENERGY

Seeing the Government inclination towards pollution free environment and as per various notifications of Government in this regard, your Company plans to switch to other sustainable and renewable sources of power/energy such as Solar and PNG energy in addition to available current source of power energy available with the company during the current financial year.

STATEMENT OF DEVIATION OR VARIATION

The company did not issue any shares under Public/Rights and/or preferential Issue during the period under review.

CORPORATE GOVERNANCE

A separate Report on Corporate Governance along with the General Shareholders Information, as prescribed under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 along with a certificate from the Practicing Company Secretary regarding compliance of the conditions of the Corporate Governance is given in Annexure “VI” and Annexure “VII” respectively and form part of Directors’ Report to the Members.

SAFETY, HEALTH AND ENVIRONMENTAL PERFORMANCE

Your Company’s commitment towards Safety, Occupational Health and Environment is being continuously enhanced. The Company encourages involvement of all its employees in activities related to safety, including promotion of safety standards. This is also to ensure sustainable business growth. The Company has a well-established Safety, Occupational Health and Environmental Policy which inter alia ensures safety of public, employees, plant and equipment by ensuring compliance with all statutory rules and regulations on regular basis.

SUSTAINABILITY INITIATIVE

As required under Regulation 34(2)(f) of the Listing Regulations submission of the Business Responsibility Report is not applicable on your company.

EMPLOYEES’ STOCK OPTION SCHEME

At present your company does not have any Scheme regarding Employees’ Stock Option Scheme pursuant to SEBI (Share Based Employee Benefits) Regulations, 2014.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The company has a vigil mechanism and whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the code of conduct. The reportable matters are disclosed to the Chairman of Audit Committee.

During the year under review, no employee was denied access to the Audit Committee.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK-PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to hear and redress the complaints, if any received from women employees.

(a) number of complaints filed during the financial year - Nil

(b) number of complaints disposed of during the financial year - Nil

(c) number of complaints pending as on end of the year - Nil

RISK MANAGEMENT

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

INSURANCE

The Company has taken the required insurance coverage for its assets against the possible risks like fire, flood, burglary etc. RECOMMENDATION BY AUDIT COMMITTEE

There were no such instances where the recommendation of Audit Committee has not been accepted by the Board during the financial year under review.

CEO & CFO CERTIFICATE ON CODE OF CONDUCT

The Board has laid down a specific code of Conduct for all Board Members and Senior Management of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on annual basis. In this regard certificate from CEO and CFO as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by the Board and the same is attached herewith as per Annexure “VIII”.

COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

A Nomination and Remuneration Committee has been constituted under section 178 of the Companies Act, 2013 for formulization the criteria for determining qualifications, positive attributes and independence of a Directors and recommend to the Board a policy relating to the remuneration for the Directors, Key Managerial Personnel and other employees. Further, the Directors of the Company are being paid remuneration as approved by the Shareholders and Board as per the provisions of the Act and rules made there under.

DETAILS OF INDEPENDENT DIRECTORS RETIRED FROM THE DIRECTORSHIP OF THE COMPANY

During the year under review no Independent Director retired from the Directorship of the company.

TOTAL FEES PAID TO THE STATUTORY AUDITOR FOR ALL THE SERVICES DURING THE YEAR 2022-2023

The Company has paid a sum of Rs1,20,000/- (Rupees One Lakh Twenty Thousand only) towards all the services rendered by Statutory Auditor during the financial year 2022-2023.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Board has adopted the procedures for ensuring orderly and efficient conduct of its business including adherence to the company’s policy, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting record, and timely preparation of financial disclosures. The Internal Auditors, M/s D D Bansal Associates, Chartered Accountants, directly reports to the Audit Committee of the Company

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the company between the end of financial year to which these financial statements relate and as on the date of this Report except steep flucatutation in the prices of raw material.

FORMAL ANNUAL EVALUATION

In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of the Board, its committees and of individual directors was carried out during the year under review. More details on the same are given in the Corporate Governance Report.

The performance evaluation of Independent Directors was done by the entire Board of Directors during the year and in the evaluation, the directors who were subject to evaluation did not participate. The Board opined that the Independent Directors meet the criteria of persons with integrity and possess relevant expertise / experience, including proficiency (where required) and fulfilling the conditions specified in the Act for appointment as Independent Directors and are independent of the Management.

DETAILS OF FRAUD

No fraud has been reported/detected for the period under review.

MANAGEMENT DISCUSSIONS AND ANALYSIS

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

DISCLOSURE ON CORPORATE SOCIAL RESPONSIBILITY POLICY

A report on CSR is attached as Annexure ‘X’ to the Director’s Report.

INDUSTRIAL RELATIONS :

The industrial relations remained cordial during the year under review.

PUBLIC DEPOSITS

The Company has not invited or accepted deposits from the public covered under Section 73 of the Companies Act, 2013. COMPLIANCE WITH THE SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards as recommended by the Institute of Company Secretaries of India. The Report of Secretarial Auditors of the company on Secretarial standards maintained by the company is attached as Annexure “III” for the financial year 2022-2023.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

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

SIGNIFICANT AND MATERIAL ORDERS OF REGULATION,COURTS OR TRIBUNALS

No significant and material order was passed by any Court of Regulation or Courts or Tribunals during the year under review impacting the going concern status of your Company and its future operations.

CERTIFICATE OF NON DISQUALIFICATION OF DIRECTORS

M/s Sumit Bajaj & Associates, Company Secretaries in practice, has issued a certificate as required under the Listing Regulations, confirming that none of the directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of companies by the SEBI / Ministry of Corporate Affairs or any such statutory authority. The certificate is enclosed with this section as Annexure “XI”.

ACKNOWLEDGMENT

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

Place : New Delhi By order of the Board By order of the Board

Date : 22/05/2023 For PREMIER POLYFILM LTD. For PREMIER POLYFILM LTD.

Regd. Office: Sd/- Sd/-

305, III Floor,’Elite House’, 36, Amitaabh Goenka Bhupinder Kaur Marwah

Community Centre, Kailash Colony Managing Director and CFO Director

Extension, (Zamroodpur), DIN: 00061027 DIN: 08399222

New Delhi-110048 Address : “Vrindavan Farm”, No. 1, Address : “Spring House”, No. 3, Green

CIN : L25209DL1992PLC049590 Green Avenue, Avenue,

Behind Sector D-3, Vasant Kunj, Behind Sector D-3, Vasant Kunj,

Kishangarh, New Delhi 110070 Kishangarh, New Delhi 110070

1

In the year 2003 the Tace value ot equity share was reduced Trom Ks.10/- per equity share to Rs.2.50 per equity share in compliance with the Orders of the Hon’ble BIFR. Further pursuant to a resolution passed by the Shareholders of the company in the year 2009, the face value of the equity Shares was changed from Rs.2.50 per equity shares to Rs.5/- per equity share and one equity share was issued against the holding of two equity shares held by a shareholders. Price per share at BSE was Rs.28.50 for paid up face of Rs.10/- each and at NSE was Rs.25/-in the year 1995. These rates were taken at half the price due to change in face value.

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

There was no increase in remuneration of any Director/KMP except increase in remuneration of Shri Paribesh Mishra, Chief Financial Officer of the Company by 5.36%.

(j) Comparison of remuneration of each key managerial personnel against the performance of the company :

---

Mar 31, 2018

TO THE MEMBERS

The Directors present the Twenty Sixth Annual Report together with Audited Accounts for the year ended on 31st March, 2018.

(Rs. In Lakhs)

Particulars		For the year ended 31st March, 2018		For the year ended 31st March, 2017
Sales & Other Income		14,501		11,524
Operating profit before providing for		1,284		1,036
interest & Depreciation
Less:
Interest	272		252
Depreciation	295	567	219	471
Net Profit before taxation		717		565
Less:
Tax Expenses		255		212
Net Profit after tax		462		353
Changes in fair value of FVTOCI Equity Securities		(14)		(6)
Re-measurements of post employment benefits		23		23
obligations
Basic and diluted earning per share		2.24		1.72
Face value per equity Share		5.00		5.00
		471		370

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

During the period under review your company produced 19380 M.T. of PVC flooring, Sheetings, Films etc. as against 15,829 M.T produced during the previous year, achieving a capacity utilization of 93.62 % as compared to around 76.47 % in the previous year. The Company achieved higher capacity utilization with the installation and utilization of new Plant & Machinery. Sales and Income during the year under review was Rs.14,501 Lakhs against Rs.11,524 Lakhs. Profit before tax during 2017-2018 was Rs. 717 Lakhs against Rs.565 Lakhs during the year 2016-2017. However, net profit of the company after tax was for Rs. 462 Lakhs against Rs.353 Lakhs during last year. Despite facing tough competition from imported finished goods, the products of your company are well received in the market and the market will not be a constraint. M/s Kotak Mahindra Bank Limited sanctioned and disbursed Working Capital facilities and Term Loan. Despite facing tough competition from imported finished goods and excess capacity in domestic market. Your Company was able to increase turnover. Barring unforeseen circumstances, the unit will start generating additional profits for the company in the current financial year.

DETAILS OF DIVIDEND DECLARED

Encouraged by the performance of the company, The Board of your company is pleased to recommend for your approval payment of dividend @ 0.50 per equity share of Rs.5/- each for the year ended on 31st March,2018.

RESERVES

During the year under review, the Board has transferred an amount of Rs.3,00,00,000 (Rupees Three Hundred Lakhs only) to General Reserves.

SUBSIDIARIES AND ASSOCIATES

As per provisions of the Section 129 and other applicable provisions, if any, of the Companies Act,2013, your company has no Subsidiaries or Associate company.

QUALITY CONTROL

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

POLICY ON DIRECTORS¹ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) of the Companies Act,2013 has been disclosed in the Corporate Governance Report which forms part of the Directors’ Report.

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Companies Act,2013 the extract of Annual Return is given in Annexure “I” in the prescribed Form MGT-9 which forms part of this report.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

(II) That your Directors have selected such accounting policies and applied them consistently and made judgment 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 or loss of the company for that period ;

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

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

(V) That the directors have laid down proper internal financial controls which are followed by the company and that such internal financial controls are adequate and were operating effectively ; and

(VI) That 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.

DISCLOSURE ON CORPORATE SOCIAL RESPONSIBILITY POLICY

The Corporate Social Responsibility Policy was adopted by the company for the financial year 2015-2016. The Corporate Social Responsibility Committee (CSR) of the board was constituted by the Board in their Meeting held on 12-09-2016 under the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 as net profit of the Company for the financial year 2015-2016 had exceeded Rs. 5 Crores as defined in the definition of the Net profit for the purpose of calculation of net profit under the provisions of Corporate Social Responsibility Rules and under the Companies Act, 2013. For the Financial year 2017-2018 a sum of Rs. Rs.10,33,439/- (Rupees Ten Lakhs Thirty Three Thousand Four Hundred Ninety Nine only) was allocated for CSR activity. This amount was spent through Shree Magniram Baijnath Goenka Charitable Trust partly to meet the proposed expenditure by Shree Magniram Baijnath Goenka Charitable Trust for their hospital i.e. Gomati Goenka Matri Sadan for Construction of additional Ward for Patients. Cumulative expenditure up to the reporting period is Rs.19,02,932/- (Rupees Nineteen Lakhs Two Thousand Nine Hundred Thirty Two only). A report on CSR attached as Annexure ‘XI’ to the Directors Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

DETAILS OF AUDITORS QUALIFICATIONS AND REPLY OF MANAGEMENT

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

PARTICULARS OF EMPLOYEES

The informations as required under Section 197 of the Companies Act,2 013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 are attached given below :

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

* In the year 2003 the face value of equity share was reduced from Rs.10/- per equity share to Rs.2.50 per equity share in compliance with the Orders of the Hon’ble BIFR. Further pursuant to a resolution passed by the Shareholders of the company in the year 2009, the face value of the equity Shares was changed from Rs.2.50 per equity shares to Rs.5/- per equity share and one equity share was issued against the holding of two equity shares held by a shareholders. Price per share at BSE was Rs.28.50 for paid up face of Rs.10/- each and at NSE was Rs.25/-. These rates were taken at half the price due to change in face value.

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

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

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

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

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

There is no variable components involved in the remuneration of Directors. The Directors are being paid remuneration as approved by the shareholders of the company. The salary of Shri Amar Nath Goenka, Managing Director of the company, was revised by the company upon his reappointment as Managing Director of the Company with effect from 18-02-2018 and salary of Shri Amitaabh Goenka, Executive Director of the Company, was revised with effect from 01-10-2017.

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

None

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

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

(n) The Statement containing particulars of employees as required under Section 197(12) of the Companies Act,2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 is not applicable as none of the employees of the company is covered under the provisions of the act and rules made thereunder.

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

Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, as prescribed Under Section 134(3) (m) of the Companies Act, 2013, are annexed as Annexure “II”.

AUDITORS

Statutory Auditor

The Auditors M/s M A R S & Associates, Chartered Accountants, Auditors of the company were appointed as Statutory Auditors of the Company by the shareholders at the 25th Annual General Meeting held on 27.09.2017 to hold office of Statutory Auditors of the Company upto the conclusion of the 30th Annual General Meeting of the Company to be held in the year 2022 subject to ratification as every Annual General Meeting. A resolution for the appointment of Statutory Auditor forms the part of Notice convening the ensuing Annual General Meeting.

Secretarial Auditor

As required under Section 204 of the Companies Act, 2013 (as amended or re-enacted from time to time) read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and other applicable provisions, if any, of the Companies Act 2013, Shri Nitin Gupta, Practicing Company Secretary, was appointed as Secretarial Auditor of the company to conduct the secretarial audit of the company for the financial year 2017-2018 by the Board of Directors of the Company in their Meeting held on 29.05.2017. The Secretarial Audit Report for the FY 2017-18 forms part of the Annual Report is attached as Annexure “III” to the Directors’ Report.

Internal Auditor

The Company has in place adequate Internal financial control with reference to financial statements. During the year, such control were tested and no reportable material weakness in the design or operations were observed. The Internal Auditor directly reports to the Audit Committee.

Cost Accountant

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

M/s Cheena & Associates was appointed as the “Cost Accountant” of the Company by the shareholders of the Company in 25th Annual General Meeting held on 27.09.2017 to maintain cost accounting records in “Form CRA 1” and certify them for Product(s)/ Services Covered under Cost Records Rules 2014 for the year ending 31st March 2018 pursuant to section 148(1) of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit & Auditor) Rules, 2014.

On the recommendation of the Audit Committee, The Board of Directors in their Meeting held on 29th May, 2018, have appointed M/s Cheena & Associates, Cost Accountants to maintain cost accounting records in “Form CRA 1” and certify them for Product(s)/ Services Covered under Cost Records Rules 2014 for the year ending 31st March 2019 at a remuneration of Rs. 40,000/- (Rupee Forty Thousand Only) plus GST and out of pocket expenses. A resolution for the appointment of Cost Auditor forms part of the Notice convening the Annual General Meeting.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and at arm’s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. None of the transactions with related parties falls under the scope of Section 188(1) of the Companies Act,2013.Your Directors draw attention of the members to Note 2.33 to the financial statement which sets out related party disclosures.

Information on transactions with related parties pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules,2014 are given in Annexure “ IV” in Form No. AOC-2 and form integral part of the Directors’ Report. DIRECTORS Shri Sumat Parsad Jain

Shri Sumat Parsad Jain, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appintment. Shri Sumat Parsad Jain was appointed as Director of the company under the category of “ Executive Director". It is also proposed to re-appoint Shri Sumat Parsad Jain as Executive Director for a term of twelve (12) months. Shri Sumat Parsad Jain has been continuing as Executive Director of the Company since 26th June,2004 and his last reappointment as Executive Director was approved by the Shareholders in the Twenty Third Annual General Meeting of the company held on 21st September, 2015 for a period of three (3) years under Schedule V of the Companies Act, 2013 with effect from 1st April, 2016 till 31st March, 2019 at a remuneration of Rs.81,000/- (Rupees Eighty One Thousand only) per month as basic salary plus perquisites admissible under Schedule V to the Companies Act,2013. The present term of Shri Sumat Parsad Jain expires on 31/03/2019 and the next Annual General Meeting of the company would be held on or before 30th September,2019 i.e. in any case after the expiry of his present tenure on 31/03/2019. It is,therefore, proposed to reappoint Shri Sumat Parsad Jain as Executive Director in the ensuing Annual General Meeting for a further period of twelve (12) months with effect from 01/04/2019 under Schedule V to the Companies Act,2013 at the revised remuneration plus perquisites as given in the Notice for the ensuing Annual General Meeting.

As per provisions of the Companies Act,2013 any appointment or reappointment of whole time Director including Executive Directors requires approval of the Shareholders in their General Meeting. Further in case of inadequate profit or no profit Executive Director can be appointed under Schedule V of the Companies Act,2013 upto a period not exceeding three years without obtaining the consent of the Central Government provided that such approval is accorded by the shareholders by a Special Resolution moved in the Notice for Annual General Meeting. It is, therefore, proposed to pass the Special Resolution approving reappointment of Shri Sumat Parsad Jain as Executive Director for a term of twelve (12) months on the Terms and Conditions as specified in the Notice of the Twenty Sixth Annual General Meeting under Schedule V of the Companies Act, 2013. The Board of Directors of the company have approved reappointment of Shri Sumat Parsad Jain as Executive Director for twelve (12) months i.e. upto 31/03/2020 in their Meeting held on 29/05/2018 on the recommendations of the Nomination and Remuneration Committee subject to approval by the Members of the company and subject to such other approvals, permissions and sanctions, as may be necessary.

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

The disclosure under Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 is provided at Annexure “V” of the Notice of the ensuing Annual General Meeting.

Shri Sumat Parsad Jain is 72 years old and holds a University Degree. He has more than 50 years of experience as an Executive and hence the salary and perquisites proposed to provide to him are considered reasonable. Further the remuneration and perks given in the Notice convening the Twenty Sixth Annual General Meeting are within the prescribed limits of Schedule V of the Companies Act, 2013.

In terms of the good Corporate Governance guidelines of the Company, the Board of Directors of the Company at their meeting held on 29th May, 2018 recommended the proposal for the reappointment at revised/enhanced payment of remuneration and perks to Shri Shri Sumat Parsad Jain, Executive Director of the Company on the recommendations of the Nomination and Remuneration Committee.

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

Shri Kamlesh Kumar Sinha

Shri Kamlesh Kumar was appointed as Non executive Independent Director of the Company by the Board of Directors of the Company in their Meeting held on 27-05-2014 upto 31st March,2019. His appointment was approved by the Shareholders of the Company in the Twenty Second Annual General Meeting held on 27th September,2014. Shri Kmalesh Kumar Sinha has been continuing as Non Executive Independent Director of the Company till date. The Securities And Exchange Board of India (SEBI) vide its notification dated 09th May,2018 has made it mandatory to the passing of Special Resolution for the continuation of directorship of any person as a non executive director who has attained the age of seventy five years unless a special resolution is passed by the Shareholders of the Company to that effect. Shri Kamlesh Kumar Sinha would be attaining the age of 75 years on 11th November,2018. and hence your Boards recommends passing of the special resolution as given in the Notice for Twenty Sixth Annual General Meeting.

Shri Kamlesh Kumar Sinha holds. a Post Graduate with Degree in Law and has done certificate course in Business Management. He has experience of around 52 years in commercial affairs with specialization in marketing. He is also director on the Board of M/s Premier Irrigation Exports Limited and M/s Premierworld Technologies Limited. Shri Kamlesh Kumar Sinha is also member of Assets sales Committee and Nomination & Remuneration Committee of directors of the company

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

DECLARATION BY THE INDEPENDENT DIRECTORS

Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in section 149(6) of the Companies Act,2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act,2013 and the relevant Rules.

STOCK EXCHANGES

The equity shares of your company are listed at the Stock Exchanges as per details given in the Annexure “VI” and forming part of Directors’ Report to the Members. The equity shares of the company are traded at these Stock Exchanges.

CORPORATE GOVERNANCE

A separate Report on Corporate Governance along with the General shareholders Information, as prescribed under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 along with a certificate from the Auditors of the Company regarding compliance of the conditions of the Corporate Governance is given in Annexure “VII” and Annexure “VIII” respectively and form part of Directors’ Report to the Members.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The company has a vigil mechanism and whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the code of conduct. The reportable matters may be disclosed to the Chairman of Audit Committee.

During the year under review, no employee was denied access to the Audit Committee.

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act,2013. In line with the requirement, the Company has set up Internal Complaint Committee (ICC) to redress the complaints regarding sexual harassment from all employees. All employees of the company (permanent, contractual, adhoc, trainee, temporary) are covered under this policy. The ICC consists of women employees as well as Male Employees of the Company.

During the year ended 31st March, 2018, no complaint(s) of Sexual Harassment has been received by the Company

RISK MANAGEMENT

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

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the company between the end of financial year to which this financial statements relate and the date of this Report.

FORMAL ANNUAL EVALUATION

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

The Board and the Nomination and Remuneration Committee (NRC) reviewed the performance of the individual directors on the basis of criteria such as contribution at meetings, their preparedness on the issues to be discussed etc. Additionally the Chairman was also evaluated on key aspects of his role.

DETAILS OF FRAUD

No fraud has been reported for the period under review.

CEO CERTIFICATE

Shri Amar Nath Goenka, Managing Director of the Company, is also CEO and CFO of the Company and has certified to the Board with respect to the financial statements, Internal Controls, Code of Conduct and other matters as required under Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015. In terms of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015,, a certificate with regard to compliance with The Code of Conduct by the Board Members and Senior Management Personnel for the year ended 31st March, 2018 has been included in the Annual Report and is attached as Annexure “IX” forming part of the Director’s Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS

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

INDUSTRIAL RELATIONS :

The industrial relations remained cordial during the year under review.

PUBLIC DEPOSITS

The Company has not invited or accepted deposits from the public covered under Section 73 of the Companies Act, 2013.

COMPLIANCE WITH THE SECRETARIAL STANDARDS

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

GREEN INITIATIVES IN CORPORATE GOVERNANCE

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

SIGNIFICANT AND MATERIAL ORDERS OF REGULATION OR COURTS OR TRIBUNALS

No significant and material order was passed by any Court of Regulation or Courts or Tribunals during the year under review impacting the going concern status of your Company and its future operations.

ACKNOWLEDGMENT

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

Place : New Delhi By order of the Board By order of the Board

Date : 29/05/2018 For PREMIER POLYFILM LTD. For PREMIER POLYFILM LTD.

Regd. Office: Sd/- Sd/-

305, III Floor,’Elite House’, 36, Amar Nath Goenka Jaspal Singh Marwah

Community Centre, Kailash Colony Managing Director Director

Extension, (Zamroodpur), DIN: 00061051 DIN: 00069325

New Delhi-110048 Address : “Vrindavan Farm”, Address : “Spring House”,

CIN : L25209DL1992PLC049590 No. 1, Green Avenue, No. 3, Green Avenue,

Behind Sector D-3, Vasant Kunj, Behind Sector D-3, Vasant Kunj,

Kishangarh, New Delhi 110070 Kishangarh, New Delhi 110070

---

Mar 31, 2016

The Directors present the Twenty Fourth Annual Report together with Audited Accounts for the year ended on 31st March, 2016.

FINANCIAL RESULTS (Rs. In Lacs)

Particulars		For the year ended 31st March, 2016		For the year ended 31st March, 2015
Sales & Other Income		10,577		9,289
Operating profit before providing for		1026		644
interest & Depreciation
Less :
Interest	196		82
Depreciation	267	463	149	231
Net Profit before taxation		563		413
Less :
Tax Expenses
Current tax & Deferred Tax		187		140
Net Profit after tax		376		273
Basic and diluted earning per share		1.79		1.30
Face value per equity Share		5.00		5.00

COMPANY’S PERFORMANCE

During the period under review commercial production of new plant commenced and hence installed capacity was enhanced from existing 16,200 M.T. PA to 20,700 M.T. PA. During the period under review your company produced 13,903 M.T. of PVC Flooring, Sheeting, Film, Soft Touch Cushion Type Artificial PVC Leather Cloth, Knitted Fabric etc. as against 12,503 M.T. produced during the previous year, achieving a capacity utilization of 67.16 % as compared to around 77.18% in the previous year. The Company could achieve higher capacity utilization but for depressed demand for products due to current recession could not achieve the same. Sales and Other Income during the year under review was Rs.10,577 Lacs against Rs.9,289 Lacs. Profit before tax during 2015-2016 was Rs. 563 Lacs against Rs.413 Lacs during the year 2014-2015. However, net profit of the company after tax was for Rs.376 Lacs against Rs.273 Lacs during last year.

DIVIDEND

Encouraged by the performance of the company, The Board of your company is pleased to recommend for your approval dividend @ 0.50 per equity share for the year ended on 31st March,2016.

RESERVES

During the year under review, the Board has transferred an amount of Rs.2,00,00,000 (Rupees Two Crores only) to General Reserves.

SUBSIDIARIES AND ASSOCIATES

As per provisions of the Section 129 and other applicable provisions, if any, of the Companies Act,2013, your company has no Subsidiaries or Associate company.

QUALITY CONTROL

Your Company continues to hold prestigious ISO 9001:2008 certification for quality as manufacturer and exporter of PVC products namely Marbled (Contract), Printed and Technical Flooring, Leather Cloth, Sheeting, Humidity Barrier and Geo Membrane. Bureau of Indian Standards has granted BIS certification Mark ISI for Unbaked Flexible PVC Flooring, Sheets or Rolls and Tiles for 1.5 mm and 2.00 mm thickness vide ISO No. 3462:1986.

FUTURE PROSPECTS

As intimated in the Last Directors’ Report the new project of the company to manufacture Soft Touch Cushion type of Artificial PVC Leather cloth, PVC Sheeting’s and Films, Knitted Fabric etc has commenced commercial production during the year under preview. The initial teething problems have been solved. The products of the company are well received in the market. The feedback from the dealers and consumers is very encouraging and they have appreciated the quality of the product. Enquiries were also received from the overseas buyers. M/s Kotak Mahindra Bank Limited sanctioned and disbursed Working Capital facilities and Term Loan. Despite facing tough competition from imported finished goods and excess capacity in domestic market. Your company was able to increase its turnover and generate higher profits during the period under review. Barring unforeseen circumstances, the unit will start generating additional profits for the company in the current financial year in near future.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) of the Companies Act,2013 has been disclosed in the Corporate Governance Report which forms part of the Directors’ Report.

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Companies Act,2013 the extract of Annual Return is given in Annexure “I” in the prescribed Form MGT-9 which forms part of this report.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

(II) That your Directors have selected such accounting policies and applied them consistently and made judgment 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 or loss of the company for that period ;

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

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

(V) That the Directors have laid down proper internal financial controls which are followed by the company and that such internal financial controls are adequate and were operating effectively ; and

(VI) That 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.

DISCLOSURE ON CORPORATE SOCIAL RESPONSIBILITY POLICY

As Net profit of the Company for the financial year 2015-2016 has been reported more than Rs. 5 Crores for the purpose of applicability of the Corporate Social Responsibility Policy as defined under the provisions of the Companies Act, 2013. The Corporate Social Responsibility Policy (CSR) has become applicable on your Company. The Company will comply with the provisions and conditions of CSR as per provisions of Section 135(1) of the Companies Act, 2013 and Rules made there under during the year 2016-2017.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

PARTICULARS OF EMPLOYEES

The information’s as required under Section 197 of the Companies Act,2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 are given below :

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

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

Executive Director	Ratio to median remuneration
Shri Amar Nath Goenka	12.52
Shri Amitaabh Goenka	8.02
Shri S P Jain	7.64

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

Director, Chief Executive Officer,	% increase in remuneration in the financial year
Chief Financial Officer and Company Secretary
Shri Kamlesh Kumar Sinha	-
Shri Jaspal Singh Marwah	-
Shri Manoj Kumar Gupta	-
Smt. Rashmee Sinbghania	-
Shri Amar Nath Goenka, Managing Director	Nil
Shri Amitaabh Goenka, Executive Director	25.68
Shri S P Jain, Executive Director	11.60
Shri N K Bhandari, Company Secretary	16.68

(c) The percentage increase in the median remuneration of employees in the financial year : 23.12%

(d) The number of permanent employees on the roll of company : 225

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

On an average, employees received an annual increase of 10.32%. The individual increments varied from 0.00 % to 59.11% based on individual performance.

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

Aggregate remuneration of Key Managerial personnel (KMP) in Financial year 2015-2016 (Figures in Rupees in Lacs)	63.65
Revenue (Figures in Rupees in Lacs)	9720.11
Remuneration of KMPs (as % of revenue)	0.65
Profit before Tax (PBT) (Figures in Rupees in Lacs)	563.50
Remuneration of KMPs (as % of PBT)	11.29

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

Particulars	March 31, 2016	March 31, 2015	% change
Market Capitalization ( Rupees in lacs)	6285	3270	92.20
Price Earnings Ration	1.79	1.30	37.69

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

Particulars	March 31, 2016	1995* (Right cum Public Issue)	% change
Market Price (BSE)	30	14.25	110.52
Market Price (NSE)	30	12.50	140.00

* In the year 2003 the face value of equity share was reduced from Rs.10/- per equity share to Rs.2.50 per equity share in compliance with the Orders of the Hon’ble BIFR. Further pursuant to a resolution passed by the Shareholders of the company in the year 2009, the face value of the equity Shares was changed from Rs.2.50 per equity shares to Rs.5/- per equity share and one equity share was issued against the holding of two equity shares held by a shareholders. Price per share at BSE was Rs.28.50 for paid up face of Rs.10/- each and at NSE was Rs.25/-. These rates were taken at half the price due to change in face value.

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

The average annual increase was around 10.32% . However, during the year, the total average increase in managerial and key personnel was 12.50% which is considered to be reasonable.

(j) Comparison of remuneration of each key managerial personnels against the performance of the company :

	Shri Amar Nath Goenka, Managing Director and CFO	Shri Amitaabh Goenka, Executive Director	Shri S P Jain, Executive Director	Shri N K Bhandari, Company Secretary
Remuneration in FY 2016 ( Rs. In Lacs)	24.02	15.38	14.65	9.59
Revenue ( Rs. In Lacs)	9,720.11	9,720.11	9,720.11	9,720.11
Remuneration as % of revenue	0.25	0.16	0.15	0.10
Profit before tax ( Rs. In Lacs)	563.49	563.49	563.49	563.49
Remuneration ( as % of PBT)	4.26	2.73	2.60	1.70

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

There is no variable components involved in the remuneration of Directors. The Directors are being paid remuneration as approved by the shareholders of the company. The increase in salary was in the case of Shri S P Jain and Shri Amitaabh Goenka salaries of whom revised by the company in the shape of annual increment in line with the other senior officers of the company on the recommendation of 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 remuneration 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) The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable as none of the employee of the company is covered under the provisions of the act and rules made there under.

GREEN INITIATIVE IN CORPORATE GOVERNANCE

The Company since the last four years in line with ‘’Green Initiative” circular issued by Ministry of Corporate Affairs (MCA) effected electronic delivery of the Notice of Annual General Meeting and Annual Reports previously to those shareholder whose email ids were registered with respective depositories Participants and downloaded from the depositories viz. National Securities and Depositories Limited (NSDL) / Central Depository Services (India) Ltd. (CDSL). SEBI have also in line with MCA circular permitting listed entities to supply soft copies of full annual reports to all those shareholder who have registered their email addresses for the purpose. Your directors are thankful to the shareholder for actively participating in the green initiative and seek your continued support for implementation of the green initiative. The officers of the company are continuously complying with the green initiative and printing of only those documents are taken which are considered necessary.

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

Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, as prescribed Under Section 134(3) (m) of the Companies Act, 2013, are annexed as Annexure “II”

AUDITORS Statutory Auditor

The Auditors M/s De & Bose, Chartered Accountants, Auditors of the company retire at the ensuing Annual General Meeting and are eligible for reappointment till the conclusion of Annual General Meeting to be held in the year 2017.

Secretarial Auditor

As required under Section 204 of the Companies Act, 2013 (as amended or re-enacted from time to time) read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and other applicable provisions, if any, of the Companies Act 2013, Shri Nitin Gupta, Practicing Company Secretary, was appointed as Secretarial Auditor of the company to conduct the secretarial audit of the company for the financial year 2015-2016. The Secretarial Audit Report for the FY 2015-16 forms part of the Annual Report is attached as Annexure “III” to the Directors’ Report.

Internal Auditor

The Company has in place adequate Internal financial control with reference to financial statements. During the year, such control were tested and no reportable material weakness in the design or operations were observed. The Internal Auditor directly reports to the Audit Committee.

Cost Accountant

M/s Cheena & Associates was appointed as the “Cost Accountant” of the Company to maintain cost accounting records in “Form CRA 1” and certify them for Product(s)/Services Covered under Cost Records Rules 2014 for the year ending 31st March 2016 pursuant to section 148(1) of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit & Auditor) Rules, 2014.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and at arm’s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. None of the transactions with related parties falls under the scope of Section 188(1) of the Companies Act,2013. Your Directors draw attention of the members to Note 2.34 to the financial statement which sets out related party disclosures.

Information on transactions with related parties pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules,2014 are given in Annexure “ IV” in Form No. AOC-2 and form integral part of the Directors’ Report.

DIRECTORS Shri S P Jain

Shri S. P. Jain, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Shri S P Jain was appointed as Director of the company under the category of Executive. Shri S P Jain is 71 years of age and holds university Degree. Shri Jain has over 48 years of experience as Executive. Shri S P Jain is member of Audit Committee, Stakeholders Relationship Committee, Assets Sales Committee and Share Transfer Committee of the company. The shareholding of Shri. S P Jain in the company is Nil.

Shri S P Jain has given his declaration and has confirmed that he has not been convicted of any offence in connection with the promotion, formation and/or management of any company or LLP and has not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law in the last five years and that his total directorship in all companies does not exceed the prescribed number of companies in which a person can be appointed as a director.

In the opinion of the Board Shri S P Jain is a person of integrity and possesses relevant expertise and experience to hold office of the Director of the Company.

Shri Amitaabh Goenka

Shri Amitaabh Goenka is son of Shri Amar Nath Goenka, Managing Director of the company. He is 45 years old and holds Degree in Commerce. He has more than 23 years of experience in trade & industry. He is also director on the Board of M/s Joemillar Aquatek India (P) Limited,M/s D L Millar & Company Limited, M/s Kay Ess Polymers Limited, proprietor of M/s 1000 Plus Inc. and partner in M/s G. B. & Company. Shri Amitaabh Goenka holds 2451575 Equity Shares comprising of 11.70 % of total shareholding of the company.

Shri Amitaabh Goenka has given his declaration and has confirmed that he has not been convicted of any offence in connection with the promotion, formation and/or management of any company or LLP and has not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law in the last five years and that his total directorship in all companies does not exceed the prescribed number of companies in which a person can be appointed as a director.

The Nomination and Remuneration Committee has recommended reappointment of Shri Amitaabh Goenka as Executive Director for a period of three years on the revised/enhanced basic salary and perquisites effective from 01-11-2016 as given in the Notice for the Twenty Fourth Annual General Meeting.

In the opinion of the Board, Shri Amitaabh Goenka is a person of integrity and possesses relevant expertise and experience to hold office of an Director of the Company and hence the Board of Directors recommends the adoption of the resolution as an Ordinary Resolution at Item Number 5 of the Notice.

No Directors , Key Managerial Personnel and their relatives are in any way concerned in the resolution number 5 of the Notice except Shri Amitaabh Goenka himself and Shri Amar Nath Goenka, being father of Shri Amitaabh Goenka.

Notes on Director’s seeking appointment/re-appointment are given in Annexure “V” and are forming part of the Directors’ Report to the Members.

DECLARATION BY THE INDEPENDENT DIRECTORS

Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in section 149(6) of the Companies Act,2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act,2013 and the relevant Rules.

STOCK EXCHANGES

The equity shares of your company are listed at the Stock Exchanges as per details given in the Annexure “VI” and forming part of Directors’ Report to the Members. The equity shares of the company are traded at these Stock Exchanges.

CORPORATE GOVERNANCE

A separate report on Corporate Governance along with the General Shareholders Information, as prescribed under The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 along with a certificate from the Auditors of the Company regarding compliance of the conditions of the Corporate Governance is given in Annexure “VII” and Annexure “VIII” respectively and form part of Directors’ Report to the Members.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The company has a vigil mechanism and whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the code of conduct. The reportable matters may be disclosed to the Chairman of Audit Committee. During the year under review, no employee was denied access to the Audit Committee.

COMPLAINTS OF SEXUAL HARASSMENT

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act,2013. In line with the requirement, the Company has set up Internal Complaint Committee (ICC) to redress the complaints regarding sexual harassment from all employees. All employees of the company (permanent, contractual, adhoc, trainee, temporary) are covered under this policy. The ICC consists of women employees as well as male employees of the Company. The following is a summary of sexual harassment complaints received and disposed off during the year 2015-2016.

Number of complaints received during the year	NIL
Number of complaints disposed off	Not Applicable
Number of complaints pending at the end of the year	Not Applicable

RISK MANAGEMENT

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

CEO CERTIFICATE

Shri Amar Nath Goenka, Managing Director of the Company, is also CEO and CFO of the Company and has certified to the Board with respect to the financial statements, internal controls and other matters as required under The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In terms of The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a certificate with regard to compliance with The Code of Conduct by the Board Members and Senior Management Personnel for the year ended 31st March, 2016 has been included in the Annual Report and is attached as Annexure “IX” forming part of the Director’s Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS

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

INDUSTRIAL RELATIONS:

The industrial relations remained cordial during the year under review.

PUBLIC DEPOSITS

The Company has not invited or accepted deposits from the public covered under Section 73 of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS OF REGULATION OR COURTS OR TRIBUNALS

No significant and material order was passed by any Regulation or Courts or Tribunals during the year under review impacting the going concern status of your Company and its future operations.

ACKNOWLEDGEMENT

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

For & on Behalf of the

BOARD OF DIRECTORS

Sd/-

Place : New Delhi (AMAR NATH GOENKA)

Date : 21/07/2016 CHAIRMAN

---

Mar 31, 2014

Dear members,

The Directors present the Twenty Second Annual Report together with Audited Accounts for the year ended on 31st March, 2014.

FINANCIAL RESULTS (Rs. In Lacs)

Particulars For the year ended For the year ended 31st March, 2014 31st March, 2013

Sales & Other Income 9,024 7,994

Operating profit before 578 613 providing for Interest & Depreciation

Less :

Interest 96 112

Depreciation 154 250 179 291

Net Profit before taxation 328 322

Less :

Tax Expenses

Current tax 141 66

(-) Mat Credit Entitlement 67 74 -- 66

Deffered tax (39) 66

Net Profit after tax 293 190

Basic and diluted earning per share 1.40 0.91

Face value per equity Share 5.00 5.00

OPERATIONS

During the period under review your company produced 12,478 M.T. of PVC flooring, Sheetings, Films etc. as against 12,034 M.T. produced during the previous year, achieving a capacity utilization of 77.02 % as compared to around 74.28% in the previous year. The Company could achieve higher capacity utilization but for depressed demand for products due to current recession.

QUALITY CONTROL

Your Company continues to hold prestigious ISO 9001:2008 certification for quality as manufacturer and exporter of PVC products namely Marbled (Contract), Printed and Technical Flooring, Leather Cloth, Sheeting, Humidity Barrier and Geo Membrane. Bureau of Indian Standards has granted BIS certification Mark ISI for Unbacked Flexible PVC Flooring, Sheets or rolls and tiles for 1.5 mm and 2.00 mm thickness vide ISO No. 3462:1986.

FUTURE PROSPECTS

Despite facing tough competition from imported finished goods, the products of your company are well received in the market and the market will not be a constraint. Kotak Mahindra Bank Limited has also sanctioned and disbursed enhanced Working Capital Facilities and Term Loan to the company. There is no shortage of working capital facilities. Barring unforeseen circumstances, your company expects to do well in future.

NEW PROJECT

The Company plans to establish another factory at its industrial plot at Sikandrabad Industrial Area, Sikandrabad, District Bulandshahr (UP) to manufacture 4500 M.T. per annum of Soft Touch Cushion type of Artificial PVC Leather cloth, PVC Sheetings and Films, Knitted Fabric etc. at this unit annually. The cost of the project is estimated at Rs. 1,550 Lacs which will be met by Unsecured Loan from promoters and internal accruals amounting to Rs. 700 Lacs and balance amounting to Rs.850 Lacs from a Term Loan from Bank(s) . This unit will generate additional profits for the company.

DIVIDEND

Due to inadequacy of distributable cash, the Directors of your company are unable to recommend any Dividend for the year 2013-14.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state:-

(I) That in the preparation of the annual accounts, the applicable accounting standards have been followed.

(II) That your Directors have selected such accounting policies and applied them consistently and made judgment 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 or loss of the company for that period.

(III) That your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for the assets of your company and for preventing and detecting fraud and other irregularities.

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

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

Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, as prescribed Under Section 134(3) (m) of the Companies Act, 2013, are annexed as Annexure ''I''

AUDITORS

The Auditors M/s De & Bose, Chartered Accountants, Auditors of the company retire at the ensuing Annual General Meeting and are eligible for reappointment.

COST AUDITORS

M/s Cheena & Associates , Cost Accountants, were appointed as Cost Auditor of the company for the financial year 2013-2014.

DIRECTORS

All the three independent Directors of the Company i.e. Shri Jaspal Singh Marwah, Shri Manoj Kumar Gupta and Shri Kamlesh Kumar Sinha, are being appointed/reappointed for a fixed term/tenure of five years to hold office of independent director upto 31-03-2019.

Shri Amitabh Goenka, Director of your Company, is being made from non rotational to director liable to retire by rotation so as to comply with the condition of Section 152(6) of the Companies Act,2013.

Shri S P Jain, Director of your Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

In terms of Clause 49 of the Listing Agreement notes on Director''s seeking appointment/re-appointment are given in Annexure "II" and are forming part of the Directors'' Report to the Members.

PARTICULARS OF EMPLOYEES

None of the employees of your company is covered Under Section 217(2)(A) of the Companies Act,1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

STOCK EXCHANGES

The equity shares of your company are listed at the Stock Exchanges as per details given in the Annexure "III" and forming part of Directors'' Report to the Members. The equity shares of the company are traded at these Stock Exchanges.

CORPORATE GOVERNANCE

In terms of Clause 49 of The Listing Agreement, a report on The Corporate Governance alongwith a certificate from the Auditors of the Company regarding compliance of the conditions of the Corporate Governance is given in Annexure "IV" and Annexure "VI" respectively and is forming part of Directors'' Report to the Members.

CEO CERTIFICATE

Shri Amar Nath Goenka, Managing Director of the Company, is CEO of the Company. In Terms of Clause 49 of The Listing Agreement a certificate with regard to Compliance with The Code of Conduct by the Board Members and Senior Management Personnel for the year ended 31st March,2014 duly signed by the CEO has been included in the Annual Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS

In Terms of Clause 49 of The Listing Agreement notes on Management Discussions and Analysis Report is given in Annexure "V" and forming part of the Director''s Report.

INDUSTRIAL RELATIONS :

The industrial relations remained cordial during the year under review.

PUBLIC DEPOSITS

The Company has not invited or accepted deposits from the public covered under Section 58(A) of the Companies Act,1956.

ACKNOWLEDGEMENT

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

For & on Behalf of the For & on Behalf of the BOARD OF DIRECTORS BOARD OF DIRECTORS

Sd/- Sd/-

Place : New Delhi (AMAR NATH GOENKA) (JASPAL SINGH MARWAH) Date : 27/05/2014 CHAIRMAN DIRECTOR

---

Mar 31, 2013

The Directors present the Twenty First Annual Report together with Audited Accounts for the year ended on 31st March,2013.

FINANCIAL RESULTS

(Rs. In Lacs)

Particulars For the year ended For the year ended 31st March, 2013 31st March, 2012

Sales & Other Income 7994 7,016

Operating profit before providing for 613 514

Interest & Depreciation

Less :

Interest 112 89

Depreciation 179 291

185 274

Net Profit before taxation 322 240

Less :

Tax Expenses ''

Current tax 66 49

Deffered tax 66

Net Profit after tax 190 191

Balance brought forward from previous year 103 (88)

Balance carried to Balance sheet 293 103

Basic and diluted earning per share 0.91 0.91

Face value per equity Share 5.00 5.00

OPERATIONS

During the period under review your company produced 12,034 M.T. of PVC flooring, Sheetings, Films etc. as against 12,242 M.T. produced during the previous year, achieving a capacity utilization of 74.28 % as compared to around 75.57% in the previous year. The Company could achieve higher capacity utilization but for depressed demand for products due to current recession.

QUALITY CONTROL

Your Company continues to hold prestigious ISO 9001:2008 certification for quality as manufacturer and exporter of PVC products namely Marbled (Contract), Printed and Technical Flooring. Leather Cloth, Sheeting, Humidity Barrier and Geo Membrane. Bureau of Indian Standards has granted BIS certification Mark ISI for Unbacked Flexible PVC Flooring, Sheets or rolls and tiles for 1.5 mm and 2.00 mm thickness vide ISO No. 3462:1986.

FUTURE PROSPECTS

Despite facing tough competition from imported finished goods, the products of your company are well received in the market and the market will not be a constraint after present recession is over. Kotak Mahindra Bank Limited has also sanctioned and disbursed Working Capital Facilities and Term Loan to the company

and there is no shortage of working capital facilities. Barring unforeseen circumstances, your company expects to do well in future.

DIVIDEND

Due to inadequacy of distributable cash, the Directors of your company are unable to recommend any Dividend forthe year 2012-13.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the CompaniesAct, 1956, your Directors state:-

(I) That in the preparation of the annual accounts, the applicable accounting standards have been followed.

(II) That your Directors have selected such accounting policies and applied them consistently and made judgment 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 or loss of the company for that period.

(III) That your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for the assets of your company and for preventing and detecting fraud and other irregularities.

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

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

Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, as prescribed Under Section 217(1 (e) of the CompaniesAct, 1956, are annexed as Annexure T

AUDITORS

The Auditors M/s De & Bose, Chartered Accountants, Auditors of the company retire at the conclusion of ensuing Annual General Meeting and are eligible for reappointment.

DIRECTORS

Shri Kamlesh Kumar Sinha and Shri S P Jain Directors of your company , retire by rotation at the ensuing Annual General Meeting and being eligible, offerthemselvesfor reappointment.

Shri Amitabh Goenka, Executive Director of the company, will retire on 31 -10-2013. The Board of Directors of the company in their Meeting held on 18-05-2013 has reappointed him for another term of three (3) years with effect from 01 -11 -2013. The Remuneration Committee has not recommended any increase in basic salary on reappointment of Shri Amitabh Goenka as Executive Director. However, salary scale was recommended to be revised to Rs.70,000/- - Rs.1,50,000/- which was approved by the Board of Directors, on the recommendation of Remuneration Committee, in their Meeting held on 18-05-2013 subject to approval by the Members of the company in the ensuing Annual General Meeting.

In terms of Clause 49 of the Listing Agreement notes on Director''s seeking appointment/re-appointment are given in Annexure "Wand are forming part of the Directors'' Report to the Members.

PERSONNEL

None of the employees of your company is covered Under Section 217(2)(A)of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

STOCK EXCHANGES

The equity shares of your company are listed and Traded at the Stock Exchanges as per details given in the

Annexure "III" and forming part of Directors'' Report to the Members.

NATIONAL SECURITIES DEPOSITORY LIMITED (NSDL) AND CENTRAL DEPOSITORY SERVICES (INDIA) LIMITED (CDSL)

ISIN Number of company is INE309M01012 which has been alloted by both NSDL & CDSL to the company.

CORPORATE GOVERNANCE

In terms of Clause 49 of The Listing Agreement, a report on The Corporate Governance alongwith a certificate from the Auditors of the Company regarding compliance of the conditions of the Corporate Governance is given in Annexure "IV" and Annexure "VI" respectively and is forming part of Directors'' Report to the Members.

CEO/CFO CERTIFICATE

The Managing Director of the Company is also CEO/CFO of the Company. In Terms of Clause 49 of The Listing Agreement a certificate with regard to Compliance with The Code of Conduct by the Board Members and Senior Management Personnel for the year ended 31s'' March,2013 duly signed by the Chairman has been included in the Annual Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS

In Terms of Clause 49 of The Listing Agreement notes on Management Discussions and Analysis Report is given in Annexure "V''and forming part of the Directors'' Report.

INDUSTRIAL RELATIONS:

The industrial relations remained cordial during the year under review.

PUBLIC DEPOSIT

The Company has not invited or accepted deposits from the public covered under section 58A of the Companies Act,1956.

ACKNOWLEDGEMENT

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

For & on Behalf of the BOARD OF DIRECTORS

Sd/-

Place : New Delhi (AMAR NATH GOENKA)

Date :18/05/2013 CHAIRMAN

---

Mar 31, 2012

The Directors present the Twentieth Annual Report together with Audited Accounts for the year ended on 31st March, 2012.

FINANCIAL RESULTS (Rs. In Lacs)

Particulars For the year ended For the year ended 31s' March, 2012 31s' March, 2011

Sales & Other Income 7016 5,993

Operating profit before providing for 514 361 interest & Depreciation Less :

Interest 89 65

Depreciation 185 274 181 246

Net Profit before taxation 240 115 Less :

Provision for taxation 49 24

Net Profit after tax 191 91 Add:

Excess provision for Sales tax written back - 22 Less :

Damages to ESI dues - 15

Balance brought forward from previous year (88) (186)

Balance carried to Balance sheet 103 (88)

Basic and diluted earnings per share 0.91 0.43

Face value per equity Share 5.00 5.00

OPERATIONS

During the period under review your company produced 12,242 M.T. of PVC flooring, Sheeting's, Films etc. as against 10,656 M.T. produced during the previous year, achieving a capacity utilization of 75.57 % as compared to around 65.78% in the previous year. The Company could achieve higher capacity utilization but for present depressed demand for products due to current recession both in domestic and foreign markets.

QUALITY CONTROL

Your Company continues to hold prestigious ISO 9001:2008 certification for quality as manufacturer and exporter of PVC products namely Marbled (Contract), Printed and Technical Flooring, Leather Cloth, Sheeting, Humidity Barrier and Geo Membrane. Bureau of Indian Standards continue to grant BIS certification Mark ISI for Unbaked Flexible PVC Flooring, Sheets or rolls and tiles for 1.5 mm and 2.00 mm thickness vide ISO No. 3462:1986.

FUTURE PROSPECTS

Despite facing tough competition from imported finished goods, the products of your company are well received in the market and the market will not be a constraint after present recession is over. Kodak Mahindra Bank Limited has also sanctioned and disbursed Working Capital facilities and term Loan to the company for its working capital needs. Barring unforeseen circumstances, your company expects to continue progress.

DIVIDEND

Due to previous years' carried over Losses incurred by the company, the Directors of your company are unable to recommend any Dividend for the year 2011-12.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state:-

(I) That in the preparation of the annual accounts, the applicable accounting standards have been followed.

(II) That your Directors have selected such accounting policies and applied them consistently and made judgment 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 or loss of the company for that period.

(III) That your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for the assets of your company and for preventing and detecting fraud and other irregularities.

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

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

Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, as prescribed Under Section 217(1)(e) of the Companies Act, 1956, are annexed as Annexure "I"

AUDITORS

The Auditors M/s De & Bose, Chartered Accountants, Auditors of the company retire at the ensuing Annual General Meeting and are eligible for reappointment.

DIRECTORS

Shri Jaspal Singh Marwah and Shri Manoj Kumar Gupta Directors of your company , retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Shri Amar Nath Goenka, Managing Director of the company of the company , will retire on 17/02/2013 as Managing Director of the Company. The Board of Directors of the company in their Meeting held on 30/05/2012 has reappointed him for another term of 5 (Five) years at a remuneration as stated in detail in the Notice convening 20th Annual General Meeting subject to Shareholders' approval.

Shri S P Jain, Executive Director of the company of the company, will retire on 31/03/2013. The Board of Directors of the company in their Meeting held on 30/05/2012 has reappointed him for another term of 3 (Three) years at a remuneration as stated in detail in the Notice convening 20th Annual General Meeting subject to Shareholders' approval.

In terms of Clause 49 of the Listing Agreement notes on Directors seeking appointment/re-appointment are given in Annexure "II" and are forming part of the Directors' Report to the Members.

PERSONNEL

None of the employees of your company is covered Under Section 217(2)(A) of the Companies Act,1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

NATIONAL SECURITIES DEPOSITORY LIMITED (NSDL) AND CENTRAL DEPOSITORY SERVICES (INDIA) LIMITED (CDSL)

Both NSDL and CDSL have allotted ISIN No. to your company which is appended below :

ISIN NO. INE309M01012

STOCKEXCHANGES

The equity shares of your company are listed at the Stock Exchanges as per details given in the Annexure "III" and forming part of Directors' Report to the Members. The trading of equity shares has commenced at Bombay Stock Exchange Limited(BSE).

The company has already complied with all the formalities of National Stock Exchange of India Limited (NSE) and we hope trading would commence soon at NSE .

CORPORATE GOVERNANCE

In terms of Clause 49 of The Listing Agreement, a report on The Corporate Governance along with a certificate from the Auditors of the Company regarding compliance of the conditions of the Corporate Governance is given in Annexure "IV" and is forming part of Directors' Report to the Members.

CEO/CFO CERTIFICATE

The Managing Director of the Company is also CEO and CFO of the Company. In Terms of Clause 49 of The Listing Agreement a certificate with regard to Compliance with The Code of Conduct by the Board Members and Senior Management Personnel for the year ended 31st March,2012 duly signed by the Managing Director has been included in the Annual Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS

In Terms of Clause 49 of The Listing Agreement notes on Management Discussions and Analysis Report is given in Annexure "V" and forming part of the Director's Report.

INDUSTRIAL RELATIONS :

The industrial relations remained cordial during the year under review.

PUBLIC DEPOSIT

The Company has not invited or accepted deposits from the public covered under section 58A of the Companies Act,1956.

ACKNOWLEDGMENT

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

For & on Behalf of the

BOARD OF DIRECTORS

Sd/-

Place : New Delhi (AMAR NATH GOENKA)

Date : 30/05/2012 CHAIRMAN

---

Mar 31, 2010

The Directors present the Eighteenth Annual Report together with Audited Account tor the year ended on 31st March, 2010.

FINANCIAL RESULTS (Rs. IN LACS)

Particulars For the year ended For the year ended 31st March, 2010 31st March, 2009

Sales & Other Income 5543 8308

Operating profit before providing for 350 469

interest & Depreciation

Less:

Interest 51 51

Depreciation 176 227 172 223

Net profit before taxation 123 .246

Less:

Provision for taxation

Fringe Benefit Tax - 4

Net profit after tax 123 242

Add:

Interest payable to banks and Financial Institute - 2126

Written back

Loan payable to banks and Financial Institute - 1075

Written back

Credit balance - Unsecured Loan written back 1 47

Credit balance - Sundry Creditors written back 91 296

Less:

Interest on Provident Fund and ESI dues - 30

Balance brought forward from previous year (401) (4157)

Balance carried to Balance sheet (186) (401)

Basic and diluted earning per share 0.59 0.58

Face value per equity Share 5.00 2.50

OPERATIONS

During the period under review your company produced 9598 M.T. of PVC flooring, Sheetings, Films etc. as against 9871 M.T. produced during the previous year, achieving a capacity utilization of 59% as compared to around 61% in the previous year. The Company could achieve higher capacity utilization but for non availability of Working Capital Facility from Banks and present depressed demand for products due to current recession.

QUALITY CONTROL

Your Company continues to hold prestigious ISO 9001:2000 certification for quality as manufacturer and exporter of PVC products namely Marbled (Contract), Printed and Technical Flooring, Leather Cloth, Sheeting, Humidity Barrier and Geo Membrane.

Bureau of Indian Standards has granted BIS certification Mark ISI for Unbacked Flexible PVC Flooring, Sheets or rolls and tiles for 1.5 mm and 2.00 mm thickness vide ISO No. 3462:1986.

FUTURE PROSPECTS

Despite facing tough competition from imported finished goods, the products of your company are well received in the market and as such market will not be a constraint after present recession is over. Barring unforeseen circumstances, your company expects to do well in future.

DIVIDEND

Due to previous years carried over Losses incurred by the company, the Directors of your company are unable to recommend any Dividend for the year 2009-10.

REFERENCE TO BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION (BIFR)

The "NETWORTH" of the company has turned positive. However, your company continuous to be under the purview of BIFR. The approved Scheme of Rehabilitation is under implementation.

ALTERATION IN FACE VALUE OF EQUITY SHARES

Pursuant to the resolution passed by the Shareholders of the company in the 17th Annual General Meeting held on 21/08/2009, the company had changed face values of equity shares from existing Rs. 2.50/- per equity shares to Rs. 5.00/- per equity shares by consolidating the existing equity shares and issue 1(One) equity share for 2 (two) equity shares held by a shareholder. Fractional Share resulting from this consolidation have been transferred to a nominee of the Board of Directors of the Company who shall sell these fractional share on behalf of the shareholders and distribute money so realized after deducting therefrom the expenses incurred on such sale and distribution. This will be done after commencement of trading of the equity shares at National Stock Exchange of India Limited and Bombay Stock Exchange Limited.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state:-

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) That your Directors have selected such accounting policies and applied them consistently and made judgment 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 or loss of the company for that period.

(iii) That your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for the assets of your company and for preventing and detecting fraud and other irregularities.

(iv) That your Directors have prepared the annual accounts on a on going concern basis.

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

Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, as prescribed Under Section 217(1)(e) of the Companies Act, 1956, are annexed as annexure I

AUDITORS

The Auditors M/s De & Bose, Chartered Accountants, Auditors of the company retire at the ensuing Annual General Meeting and are eligible for reappointment.

REPLY OF THE BOARD TO AUDITORSS REPORT

AUDITORS COMMENTS

4. There was a liability to the tune of Rs. 67.32 lacs consisting of a demand of Rs. 37.94 lacs by P.F. Department and Rs. 29.38 lacs by ESIC Department on account of damages. The profit of company would reduced by Rs. 67.32 lacs if the damages are not waived.

9.b The disputed Statutory dues of Sales Tax as at 31st March, 2010 have not been deposited on account of matters pendng before appropriate authority.

REPLY OF THE BOARD

Both EPF and ESIC Acts provide for waiver upto 100 percent of damages. PF Department has already recommended for 100 percent waiver of damages. In the case of ESIC the matter is under consideration. The Honble BIFR has passed directions to these authorities to consider waiver of damages. In case the damages are not waived off fully or partially by the concerned authorities, the liability will be provided in the relevant year.

The company will make payments once the matter is decided by the appropriate authorities and as per sanctioned Scheme of Rehabilitation.

DIRECTORS

Shri Jaspal Singh Marwah and Shri Manoj Kumar Gupta Directors of your company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. Shri Amitabh Goenka was appointed as an Additional Director of the company upto the ensuing Annual General Meeting by the Board of Directors in their Meeting held on 27/01/2010. It is now proposed to appoint him Director liable to retire by rotation. Shri S. P. Jain is being reappointed as an Executive Director of the Company for three years with effect from 01/04/2010 as per details of salary and perquisites and terms of appointment given in the Notice of the ensuing Annual General Meeting.

PERSONNEL

None of the employees of your company is covered Under Section 217(2)(A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

STOCK EXCHANGES

The equity shares of your company are listed at the Stock Exchange as per details given in the Annexure "II" and forming part of Directors Report to the Members. The trading of equity shares were suspended due to non payment of listing fee. The company could not pay listing fee due to cash crunch and sickness. The company has already paid Listing fee and submitted documents for Listing of equity shares issued and allotted by the company pursuant to the orders of Honble BIFR with BSE and had requested BSE to revoke suspension of trading of equity shares of the company at their stock exchange.

However, trading of equity shares at NSE has been suspended for want of non payment of Listing fee and non completion of procedure. The company has already sent documents of non compliance and also requested NSE to allow trading of our equity shares.

You company has appointed M/s Beetal Financial & Computer Services Private Limited, New Delhi as RTA. Till date the shares of your company could not be dematerialization for want of the "Capital Certificate" from the Stock Exchanges and ISIN number from NSDL and CDSL.

CORPORATE GOVERNANCE

The matters relating to Corporate Governance and Statutory Auditors Certificate are as per details given in Annexure "III" and are forming part of Directors Report to the members.

ACKNOWLEDGMENT

The Directors wish to place on record their sincere appreciation for the whole hearted Co-operation received by the Company from the Honble Board for Industrial and

Financial Reconstruction (BIFR),

Central and State Government, Syndicate Bank and other Government Agencies, and look forward to their continuing support.

The Directors also record their appreciation for the sincere efforts put in buy the employees of the Company at all levels.

For & on Behalf of the

BOARD OF DIRECTORS

Sd/-

Place : New Delhi (AMAR NATH GOENKA)

Date : 21-06-2010 CHAIRMAN