Directors Report of Premier Synthetics Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 54^th Annual Report together with the Audited
Statement of Accounts of your Company for the financial year ended March 31, 2024.

FINANCIAL RESULTS

The Company’s financial performance for the year ended March 31, 2024 is summarized below:

(Amount Rs. in Lakhs)

Particulars	Year Ended 31st March, 2024	Year Ended 31st March, 2023
Gross Revenue	5,408.44	5289.70
Profit before Interest, Depreciation & tax	49.04	93.24
Less : Interest	40.30	45.60
Less : Depreciation	49.58	77.06
Profit before exceptional items and tax	(138.92)	(29.42)
Add : Exceptional Items	57.17	120.17
Profit before Tax	(81.75)	90.75
Less : Provision for Tax	43.58	88.29
Less: Provision for Dividend	-	-
Profit after tax & dividend	(258.00)	2.46
Add : Profit/(Loss) brought forward from	(2496.37)	(2498.83)
previous year
Balance carried to Balance Sheet	(2754.37)	(2496.37)

STATE OF AFFAIRS/HIGHLIGHTS

The Company is having spinning plant for manufacturing of cotton yarn. With effect from
08/11/2023, the Company had discontinued its major manufacturing activities and presently
doing trading activity.

RESULT OF OPERATION

During the year under review, the Company recorded gross revenue of Rs.5,408.44 Lakhs as
compared to Rs.5,289.70 Lakhs in the previous year. The Company had discontinued the
business of manufacturing of Cotton yarn and presently Company is engaged in trading of
Cotton and Cotton Yarn. The Company made profit/loss before exceptional item and tax of
Rs. (138.92) lakhs as compared to Rs. (29.42) lakhs in the previous year. After Exceptional
items, Provision of Tax & Provision for Dividend, the Net Profit/Loss after tax of the
Company for the year stood at Rs. (258.00) lakhs against Net Profit/Loss of Rs. 2.46 lakhs in
the previous year.

JOINT VENTURE, ASSOCIATE & SUBSIDIARIES

The Company does not have Joint Venture, Associate and Subsidiaries as per rule 6 of the
Companies (Accounts) Rules, 2014. Hence, no reporting of the same in Form AOC-1 has been
made.

RESERVES

The Board of Directors of your Company has decided not to transfer any amount for the year
under review to the Reserves.

DIVIDEND

During the year under review, the Directors have recommended payment of 0.01% on Non¬
Cumulative Non-convertible Redeemable Preference Shares of the face value of Rs. 100 (Rupees
one hundred only) each as dividend for the financial year 2023-24, for approval of shareholders
at the ensuing 54^th Annual General Meeting of the Company.

Directors have not recommended any dividend for equity shares of the Company.

MAJOR EVENTS OCCURRED DURING THE YEAR AND SUBSEQUENT TO THE
DATE OF FINANCIAL STATEMENT

* In ICRA’s recently published research note on the domestic cotton spinning industry , the
rating agency expects demand for the industry to improve by close to 12-14% in volume terms in
FY2024 on a yearly basis, with yarn exports likely to increase by a sharp 85% to 90%, on the
back of a shift in sourcing preference away from China, and the expectations of demand
improving for the spring/summer season in the US and the EU regions that will drive domestic
demand from apparel and home textile manufacturers. However, a sharp moderation in cotton
prices, leading to lower yarn realisations, is likely to translate to a 9-10% year-on-year (YoY)
decline in revenues to ~Rs. 33,465 crore in FY2024.

Commenting on this, Mr. Jayanta Roy, Senior Vice President & Group Head, Corporate Sector
Ratings, ICRA, said: “Despite the increase in cotton yarn volumes, ICRA expects the operating
income of Indian cotton spinning companies to decline by 9-10% and operating margins to
shrink by 200-240 bps in FY2024 amid a significant drop in realisation and lower gross
contribution levels. Nevertheless, in-house power generation capacities recently added by select
players are likely to alleviate margin pressures in the medium term”.

(*Source:https://www.icra.in/CommonService/OpenMedia?Key=8493db3b-dd82-4973-b60f-

651937506dff)

ISSUE OF SWEAT EQUITY SHARES / ISSUE OF EQUITY SHARES WITH
DIFFERENTIAL VOTING RIGHTS

During the year under review, your Company has not issued any Sweat Equity Shares / Equity
Shares with differential voting rights.

CAPITAL STRUCTURE

As on date of the Report, the Authorized Capital of the Company was Rs. 30,00,00,000/-
(Rupees Thirty Crore only) divided into 1,00,00,000 (One Crore) Equity Shares of Rs. 10/- each
and 20,00,000/- (Rupees Twenty Lakhs) Non Convertible Non Cumulative Redeemable
Preference Shares of Rs. 100/- each and the issued, subscribed and paid-up share capital of the
Company was Rs. 14,09,32,000/- (Rupees Fourteen Crores Nine Lakhs Thirty Two Thousand
only) divided into 45,93,200 (Forty Five Lakhs Ninety Three Thousands Two Hundreds) Equity
Shares of Rs. 10/- each and 9,50,000 (Nine Lakhs Fifty Thousands) Non Convertible Non
Cumulative Redeemable Preference Shares of Rs. 100/- each.

There was no change in the Capital Structure of the Company during the Financial Year under
review.

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN
EMPLOYEE’S REMUNERATION

Ratio of the Remuneration of each Director to the Median Employee’s Remuneration for the
Financial Year ended on 31^st March, 2024 is enclosed to this report and marked as “Annexure
II”.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 read with Schedule V (B) of SEBI (Listing Obligations and
Disclosure Requirements) (Amendment) Regulations, 2018, report on “Management Discussion
and Analysis” is attached and forms a part of this Report as “Annexure III”.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 and Section 134, the Ministry of Corporate Affairs (MCA) has notified
the Companies (Management and Administration) Amendment Rules, 2020, wherein the
Companies are no longer required to attach extracts of Annual Return. In compliance of the
above amendment the Annual Return as on March 31, 2024 will be available on the website of
the Company: https://premiersyntheticsltd.com/

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 15 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, since the equity paid up share capital of the
Company and net worth is below the threshold limits prescribed under SEBI (LODR)
Regulations, 2015 Corporate Governance provision is not applicable to the Company for the year

under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has not developed and implemented any Corporate Social Responsibility initiative
as the provisions of Section 135 of Companies Act, 2013 are not applicable to the Company.

DETAILS OF MEETING OF THE BOARD AND ITS COMMITTEES

Board Meetings:

The Board of Directors met four (4) times during the financial year 2023-24, and the intervening
gap between the meetings was within the period prescribed under the Companies Act, 2013. The
details of which are given below:

Name of Director	Category of Director	Date of Board Meeting and Attendance of Directors
		29/05/2023	12/08/2023	10/11/2023	13/02/2024
Gautamchand Surana	Managing Director	Yes	Yes	Yes	Yes
Sanjay Majethia	Executive Director	No	Yes	No	No
Sunny Singhi	Non-Executive Director	Yes	Yes	Yes	No
Sachin Kansal	Independent Director	Yes	No	Yes	Yes
Jayesh Jain	Independent Director	Yes	Yes	Yes	No
Anusha Maheshwary	Independent Director	Yes	Yes	No	Yes

All Board Meetings were held at the Registered Office of the Company. The Agenda along with
the Notes were sent in advance to all the Directors.

The Fifty Third Annual General Meeting was held on September 27, 2023 at the Registered
Office of the Company.

Pursuant to requirements of Regulation 26 of the Listing Regulations, none of the Company’s
Director is a member of more than 10 committees or Chairman of more than 5 committees across
all Public companies in which he/she is a Director.

Independent Directors Meeting:

During the year under review, the Independent Directors met on 29^th March, 2024, inter alia to
discuss over all operations, Business Strategy and Medium/ Long term plans.

All the Independent Directors were present at the meeting. Pursuant to the requirements of the
Listing Regulations and Schedule IV of the Companies Act, 2013 on Code of Conduct of the
Independent Directors, the Independent Directors had reviewed and evaluated the performance
of Non-Independent Directors and the Board as a whole and the same was found satisfactory.

The Audit Committee met four (4) times during the financial year 2023-24, and the details of
the meeting are as follows:

Sr. No.	Date of Meeting	Attendance of Members
1.	19/05/2023	Chairman & all other Members were present
2.	12/08/2023	Chairman & all other Members were present
3.	10/11/2023	Chairman & all other Members were present
4.	13/02/2024	Chairman & all other Members were present

The Nomination & Remuneration Committee met Three (3) times during the financial year
2023-24, and the details of the meeting are as follows:

Sr.	Date of Meeting	Attendance of Members
No.
1.	29/05/2023	Chairman & all other Members were present
2.	12/08/2023	Chairman & all other Members were present
3.	13/02/2024	Chairman & all other Members were present

The Stakeholder Relationship Committee and Investor Grievance Committee met Four (4)

times during the financial year 2023-24, and the details of the meeting are as follows:

Sr. No.	Date of Meeting	Attendance of Members
1.	29/05/2023	Chairman & all other Members were present
2.	12/08/2023	Chairman & all other Members were present
3.	10/11/2023	Chairman & all other Members were present
4.	13/02/2024	Chairman & all other Members were present

Committees’ Composition:

The compositions of Audit Committee, Stakeholder Relationship Committee & Nomination &
Remuneration Committee are as follows:

The Composition of the Audit Committee is in alignment with the provisions of Section 177 of
the Companies Act, 2013 read with Rules issued there under and Regulation 18 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

Sr. No.	Name	Chairman/Member
1.	Mr. Sachin Kansal	Chairman
2.	Mr. Jayesh Jain	Member
3.	Mr. Sunny Sunil Singhi	Member

All the recommendations made by the Audit Committee were accepted by the Board of Directors
of the Company. The Board of Directors has appointed M/s. Sanket S. Shah & Associates,
Chartered Accountants (FRN No.155308W), as Internal Auditors of the Company to conduct the
internal audit of the various areas of operations and records of the Company. The periodical
reports of the said internal auditors were regularly placed before the Audit Committee along with
the comments of the management.

Nomination and Remuneration Committee Composition:

The Composition of Nomination and Remuneration Committee is as follows:

Sr. No.	Name	Chairman/Member
1.	Mr. Jayesh Jain	Chairman
2.	Mr. Sachin Kansal	Member
3.	Mr. Sunny Sunil Singhi	Member

In view of the amended provisions of Section 178 of the Companies Act, 2013, the performance
of Board, its committees and each Director (excluding the director being evaluated) has been
evaluated by the Board on the basis of engagement, leadership, analysis, decision making,
communication, governance, interest of stakeholders etc.

Stakeholders and Investor Grievance Committee:

The Company has constituted the Stakeholders Relationship and Investors’ Grievance
Committee in accordance with the provisions of the Companies Act, 2013 and the Listing
Regulations. The Composition of the said Committee is as follows:

Sr. No.	Name	Chairman/Member
1.	Mr. Sachin Kansal	Chairman
2.	Miss. Anusha Maheshwary	Member
3.	Mr. Sunny Sunil Singhi	Member

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Sr. No.	Name of the Person	Designation
1.	Mr. Gautamchand Surana	Managing Director
2.	*Mr. Ajeet Ranka	Chief Financial Officer
3.	# Mr. Narayand D. Choudhary	Chief Financial Officer
3.	Mr. Vismay Makwana	Company Secretary

* Mr. Ajeet Ranka has given resignation from the post of Chief Financial Officer w.e.f.
13/02/2024

# Mr. Narayan D. Choudhary has been appointed as Chief Financial Officer w.e.f.
29/04/2024

EVALUATION BY BOARD OF ITS PERFORMANCE AND THAT OF ITS
COMMITTEES AND INDIVIDUAL DIRECTORS

The Board has carried out an annual performance evaluation of its own performance, the
Directors individually as well as the evaluation of the working of the Committees of the Board.
The Board performance was evaluated based on inputs received from all the Directors after
considering criteria such as Board composition and structure, effectiveness of Board/
Committees processes, and information provided to the Board etc. The Board and the individual
Directors have also evaluated the performance of Independent and Non- Independent Directors,
fulfillment of their independence criteria and their independence from the management,
performance of the Board as a whole and that of the chairman of the meeting.

CHANGE IN DIRECTORSHIP/ KMP

> Mr. Ajeet Ranka has given resignation from the post of Chief Financial Officer w.e.f.
13/02/2024

> Mr. Narayan D. Choudhary has been appointed as Chief Financial Officer w.e.f.
29/04/2024

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS INCLUDING
INDEPENDENT DIRECTORS, KMP AND SENIOR MANAGEMENT

The Company has a Nomination and Remuneration policy for the performance evaluation of the
Chairman, individual Directors, Board and its Committees. The Nomination and Remuneration
Committee is responsible for identifying persons who are qualified to become Directors and who
may be appointed on senior management in accordance with the criteria laid down in the
Nomination and Remuneration Policy. The Committee also reviews the policy regarding the
criteria for appointment and remuneration of Directors including Independent Directors, Key
Managerial Persons and Senior Management. The Committee also recommends to the Board, the
appointment of any new Directors/Key Managerial Personnel or removal of the existing
Directors/ Key Managerial Personnel. The Committee recommends to the Board as to whether to
extend or continue the term of appointment of the Independent Directors, on the basis of the
report of performance evaluation of Independent Directors. After carefully evaluating and
analyzing the recommendations of the Nomination and Remuneration Committee, the Board of
Directors of the Company decide whether to appoint a new Director/Key Managerial Personnel
or remove an existing Director/ Key Managerial Personnel, as the case may be. The Nomination
and Remuneration Committee of the Company oversees the implementation of the Nomination
and Remuneration policy of the Company. The composition of the Nomination and
Remuneration Committee and other relevant details are provided in this report.

The salient features of the Nomination and Remuneration policy are as follows:

a. The policy has been framed in accordance with the relevant provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

b. The policy spells out the criteria for determining qualifications, positive attributes and
independence of a Director and the remuneration of Directors, Key Managerial Personnel
and Senior Management including functional heads.

c. The Committee has the discretion to decide whether qualification, expertise and experience
possessed by a person are sufficient/ satisfactory for the concerned position.

d. The Director, KMP and Senior Management shall retire as per the applicable provisions of
the Companies Act, 2013 and the prevailing policy of the Company. The Board will have
the discretion to retain the Director, KMP, Senior Management in the same position/
remuneration or otherwise even after attaining the retirement age, for the benefit of the
Company.

e. The remuneration/ commission shall be in accordance with the statutory provisions of the
Companies Act, 2013 and the rules made there under for the time being in force.

f. Deviations on elements of this policy in extraordinary circumstances, when deemed
necessary in the interests of the Company, will be made if there are specific reasons to do
so in an individual case.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they
meet the criteria of Independence as prescribed under the provisions of the Companies Act, 2013
read with the Schedules and Rules made there under as well as Regulation 16 of Listing
Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time
being in force).

PUBLIC DEPOSITS:

In terms of Section 73 to 76 of the Companies Act, 2013 and Companies (Acceptance of
Deposits) Rules, 2014, your Company has not accepted any public deposits or no amount of
principal or interest was outstanding as on date of the Balance sheet during the year under
review.

LOANS, GUARANTEE AND INVESTMENTS

The particulars of loans, guarantee or investment made under Section 186 of the Companies Act,
2013 are given in the Notes forming part of the Financial Statements for the year ended March
31, 2024.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions that were entered into during the financial year in the ordinary
course of business and the prices were at arm''s length basis. Hence, the provisions of Section
188(1) of the Companies Act, 2013 are not attracted. Further no materially significant related
party transactions were entered by the Company with Promoters, Directors, Key Managerial
Personnel or other designated persons which may have potential conflict with interest of the
company at large. Hence reporting in AOC-2 is not made. All related party transactions are
placed before the Audit Committee and Board of Directors for their review. The Company’s
Board approved Related Party Transactions Policy has been hosted on the website of the
Company at: https://premiersyntheticsltd.com/codes-policy.php

BOARD’S COMMENT ON THE AUDITORS’ REPORT

The observations of the Statutory Auditors, when read together with the relevant notes to the
accounts and accounting policies are self-explanatory and do not call for any further comment.

STATUTORY AUDITORS AND AUDITORS REPORT

M/s. Purushottam Khandelwal & Co., Chartered Accountants (FRN No.123825W), was
appointed as Statutory Auditors of the Company at the 51^st Annual General Meeting (AGM) till
the conclusion of the 56^th Annual General Meeting (AGM).

M/s. Purushottam Khandelwal & Co., Chartered Accountants (FRN No.123825W) have
confirmed their eligibility and qualification under Section 139, 141 and other applicable
provisions of the Companies Act 2013 and Rules issued there under (including and statutory
modification(s) or re-enactment(s) thereof for the time being in force).

The Auditors’ Report for the Financial Year ended March 31, 2024 on the financial statements
of the Company is a part of this Annual Report. The Auditors’ Report for the financial year
ended March 31, 2024 does not contain any qualification, reservation, or adverse remark.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. Jigar Trivedi & Co., Practicing Company Secretaries (C.P. No.18483) to
undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial
Audit Report in the form “MR-3’’ is annexed herewith as “Annexure IV”. The Secretarial Audit
Report does not contain any qualification, reservation or adverse remark.

INTERNAL AUDITOR

The Internal Auditor of the Company M/s. Sanket S. Shah & Associates, Chartered Accountants
(FRN No.155308W), has conducted the internal audit of the Company for the F.Y.2023-24. The
reports and findings of the Internal Auditor are periodically reviewed by the Audit Committee.

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

The Information under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of
the Companies (Accounts) Rules, 2014 for the year ended on 31st March, 2024 is given below
and forms the part of the Boards Report.

A. CONSERVATION OF ENERGY:

The Company continues to meet the growing energy demand, while working towards
minimizing the environmental footprint of its ongoing operations, as well as future projects. The
Company is continually exploring new ways to make its operations more efficient by putting
technology to use for direct energy savings and increasing renewable energy sources.

• Improving efficiency of electricity use

Lighting: Due to its nature of operations, the share of lighting in electricity use is relatively
high. It is important to re- examine whether the light source is utilized in the most efficient
way and take electricity saving measures.

Electric motor: The textile industry uses a vast number of relatively small electric motors.
While a conventional machine was driven by a single motor with the generated mechanical
power transmitted to various parts of the machine in a collective manner, many modern
machines utilize multiple motors with a control board controlling the movement of each
motor, which is directly coupled to a machine part to drive it independently from others.

Electric heating: In the textile industry, electric heating has largely been replaced by other
methods (steam, gas heating, or direct or indirect fired heating) for some time in order to
achieve cost reductions

• Non-conventional sources of energy

The different alternative renewable sources of energy are biomass, tidal energy, geothermal
energy, solar energy and wind energy. The technology is easy and straightforward to control,
with nearly very little maintenance cost. There will not be any drawback of air pollution.

• The Capital investment on energy conservation equipment

During the year under review, Company has not incurred any capital expenditure on energy
conservation equipment.

B. TECHNOLOGY ABSORPTION:

• Efforts, in brief, made towards technology absorption, adaptation & innovation:

The Company is taking necessary steps to replace certain existing equipment’s by installing
new equipments having better technology. In addition to this, the company has installed plant
for re-processing for its waste material.

• Benefit derived as a result of above efforts:

The benefits of technology upgraded equipments will be visible in future working. Further,
the Company has imported machinery spare parts to maintain the products quality and life of
machine.

• Expenditure incurred on Research and Development:

During the year under review, Company has not incurred any Expenditure on Research and
Development.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the Company has foreign exchange outgo as mentioned below:-

Particulars	2023-24	2022-23
Foreign Exchange Earned	NIL	NIL
Foreign Exchange Used	2.24	0.31

INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY:

The Company has an effective internal control and risk mitigation system, which is reviewed and
constantly updated. The internal controls including the internal financial control of the Company
are managed and reviewed by the Audit Committee and apart from the staff employed by the
Company, the Company has also appointed Internal Auditors (M/s. Sanket S. Shah & Associates,
Chartered Accountants, Ahmedabad) of the Company to review and monitor the internal
financial controls and their adequacy. The Internal Financial Controls of the Company are
adequate and commensurate with the size and nature of business of the Company.

RISK MANAGEMENT

Your Company has a well-defined Risk Management System in place, as a part of good
governance practice. The risks are identified at various departmental levels and suitable
mitigation measures are thereafter adopted. The business risk framework defines the risk
management approach across the enterprise at various levels including documentation and
reporting. These are further subjected to a quarterly review. The framework has different risk
models which help in identifying risk trends, exposure and potential impact analysis at a
Company level as also separately for business segments. Risk management forms an integral part
of the Company’s planning cycle. At present the Company has not identified any element of risk
which may be of threat to the existence of the Company.

REPORTING OF FRAUDS

There was no instance of fraud during the financial year under review, which required the
Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the
Companies Act 2013 and Rules framed there under.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to address the genuine concerns and grievances of the Directors and Employees of the
Company, the Company has established a Vigil Mechanism/ Whistle Blower Policy for Directors
and employees pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 22 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Vigil
Mechanism provides adequate safeguards against victimization of Director(s) or employee(s) or
any other person who avails the mechanism and also provides for direct access to the
Chairperson of the Audit Committee in appropriate or exceptional cases. Further, the policy has
been posted on the website of the Company. It is pertinent to note that no fraud case has been
reported in the year under review. The policy of Vigil Mechanism/ Whistle Blower Policy is
available on Company’s website: https://premiersyntheticsltd.com/codes-policy.php

SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGULATOR/ COURTS/
TRIBUNAL:

There are no significant / material orders passed by the Regulator / Courts / Tribunal impacting
the going concern status of your Company and its operations in future.

HUMAN RESOURCES AND POLICY ON PREVENTION OF SEXUAL HARASSMENT
(“POSH”) AT WORKPLACE:

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere
irrespective of gender, caste, creed or social class of the employees. However the Company does
not have female employee as mentioned in the provisions of The Sexual Harassment of Women
at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and therefore the Internal
Complaints Committees (ICC) cannot be constituted due to the lack of number of female
employees.

COMPLIANCE WITH THE SECRETARIAL STANDARDS OF ICSI

The Company is in compliance with the Secretarial Standard on Meetings of the Board of
Directors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretaries of
India and approved by the Central Government.

DIRECTORS RESPONSIBILITY STATEMENT:

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

(a) in the preparation of the annual accounts, the applicable accounting standards have been
followed and that there are no material departures;

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

(c) they have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Act, for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and are operating effectively;

(f) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.

FINANCE AND ACCOUNTS

During the year under review, the Rating Agency CARE Ratings Limited maintained the “B”
rating for the Company’s Non Cumulative Non Convertible Redeemable Preference shares.

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on
March 31, 2024 has been prepared in accordance with the Indian Accounting Standards (IND
AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014. The estimates and judgments relating to the Financial Statements are made on a
prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions
and reasonably present the Company’s state of affairs, profits and cash flows for the year ended
March 31, 2024.

FAMILIARIZATION PROGRAMME TO INDEPENDENT DIRECTORS

The Company provides suitable familiarization programme to Independent Directors to help
them familiarize themselves with the nature of the industry in which the company operates and
the business model of the company in addition to regular presentation on expansion plans and
their updates, business operations and financial statements. In addition to the above, Directors
are periodically advised about the changes effected in the Corporate Law, Listing Regulations
about their roles, rights and responsibilities as Directors of the company. There is a regular
interaction of Directors with the Key Managerial Personnel of the Company.

The policy on familiarization programme to Independent Directors is available on website of the
Company on: https://premiersyntheticsltd.com/codes-policy.php

RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT:

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the
Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors)
Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time
being in force), Mr. Sunny Sunil Singhi (DIN: 07210706) Director, is liable to retire by rotation
at the ensuing Annual General Meeting (AGM) and being eligible have offered himself for re¬
appointment.

CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the manufacturing of Cotton Yarn used by denim industry. The raw
material prices i.e. Cotton is highly fluctuating whereas demand of denim yarn has reduced
substantially due to lower demand in export market. In addition to this, the credit period
demanded by buyers is more than 90-120 days while raw material is only available on immediate
payment basis. This requires large working capital which is not available with the Company and
shortage of finance resulted in to big losses on working of plant and also reduction in number of
working days. In this situation, it is very difficult to compete with the large units since our
Company is MSME Unit and looking to this situation we have decided to close the unit. The
workers were also getting reduced amount of wages and therefore the workers have resigned
from time to time and Company has settled all dues of workers including gratuity and
retrenchment compensation as and when they have resigned.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED
SUSPENSE ACCOUNT

During the years under review, no shares were held in demat suspense account or unclaimed
suspense account of the Company.

INSURANCE

The Company has taken all the necessary steps to insure its properties and insurable interest, as
deemed appropriate and as required under the various legislative enactments. There were no
major incidents or accidents to warrant insurance claims during the year under review.

SYSTEM DRIVEN DISCLOSURES (SDD) UNDER SEBI (SAST) REGULATIONS, 2011

Pursuant to the provisions of SEBI circular dated December 01, 2015, December 21, 2016,
September 09, 2020, October 28, 2022, January 25, 2023 and March 16, 2023 with reference to
Regulation 3(5) and 3(6) of SEBI (PIT) Regulations, 2015 which inter alia required (System
Driven Disclosures) SDD to be maintained by the company. In this regard, Company has
installed SDD software dated 11^th November, 2022 and is maintaining the same on regular basis
as and when any such events occur as per the provisions of SEBI (PIT) Regulations, 2015

INITIATIVE

Your Directors would like to draw your attention to Section 20 of the Companies Act, 2013 read
with the Companies (Management and Administration) Rules, 2014, as may be amended from
time, which permits paperless compliances and also service of notice / documents (including

annual report) through electronic mode to its members. To support this green initiative of the
Central Government in full measure, we hereby once again appeal to all those members who
have not registered their e-mail addresses so far are requested to register their e-mail address in
respect of electronic holdings with their concerned depository participants and / or with the
Company.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER
INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceedings pending in the
name of the Company under the Insolvency and Bankruptcy Code, 2016.

PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES:

There were no Penalties/ punishments/ compounding of offences for the year ended March 31,
2024.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND
FINANCIAL INSTITUTIONS:

During the year under review, there has been no One Time Settlement of Loans taken from
Banks and Financial Institutions.

The lists of annexure forming part of the Board Report are as follows:

Annexure	Annexure No.
Certificate of Non Disqualification of Directors	I
Ratio of the remuneration of each director to the median employee’s	II
remuneration
Management Discussion and Analysis Report	III
Secretarial Audit Report (MR-3)	IV

ACKNOWLEDGMENT

Your Directors place on record their sincere appreciation for the assistance and guidance
provided by the Regulators, Stock Exchanges, other statutory bodies and the Company’s bankers
for the assistance, cooperation and encouragement extended to the Company. Your Directors
wish to place on record their appreciation for the contributions made by the employees of

Premier Synthetics Limited at all levels for their efforts, hard work and support, which are
indispensible for smooth functioning of the Company. Your involvement as Shareholders is also
greatly valued and your Directors look forward to your continued support.

By order of the Board of Directors
For, Premier Synthetics Limited

Gautamchand Surana Sachin Kansal

Managing Director Independent Director

Place: Ahmedabad

Date: 14^thAugust, 2024 DIN: 00955362 DIN: 03566139

---

Mar 31, 2015

DIRECTOR'S REPORT

To the Members of PREMIER SYNTHETICS LTD.

Dear Members,

The Directors take pleasure in presenting the Forty Fifth Annual Report together with the Audited Financial Statements for the year ended 31stMarch, 2015. The Management Discussion and Analysis Report has also been incorporated into this report.

FINANCIAL RESULTS:

(Rs, in lakhs)

Particulars Year Ended Year Ended 31st March, 31st March, 2015 2014

Gross Income 1620.26 2245.43

Profit before Interest.

Depreciation & tax 421.28 492 86

Less: Interest 99.43 172.97

Less: Depreciation 255.55 255.33

Profit before exceptional

items and tax 66.33 64.56

Add : Exceptional Items (51.07) 0 00

Profit before Tax 15.26 64.56

Less Provision for Tax 0,03 (199.19)

Profit after tax 15.23 263,75

Add : Profit/(Loss) brought

forward from previous year (3351.15) (3614.90)

Balance carried to Balance Sheet (3335.92) (3351,15)

DIVIDEND:

Your Directors do not recommended any dividend for the year ended on 31st March. 2015

OPERATIONS:

During the year under review, the company recorded a total income of Rs. 1620.26 Lacs as against Rs. 2245.43 Lacs in the previous year. The Company is engaged in manufacturing of Cotton Yarn and presently doing manufacturing on Job Work basis.

The Company made profit before exceptional item and tax of Rs. 66.33 Lacs as against profit of Rs. 64,56 Lacs in the previous year, After Exceptional items, the Net Profit aftertax of the Company for the year stood at Rs.15 23 lacs against net profit of Rs. 263.75 Lacs in the previous year. Company is expecting improvement in the current financial year.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

Mr. Gautamchand Kewalchand Surana, Mr. Vikram Amritlal Sanghvi, Mr. Rajiv Giriraj Bansal and Mr. Sanjaykumar Vinodbhai Majelhia entered into Share Purchase Agreement with the present Promoters- Mr. Anand Chandulal Arya, Mrs, Indu Anand Arya and M/s Cressida traders Pvt. Ltd, for acquisition of 23,35,000 Equity Shares of the Company on 24th April, 2015. Accordingly, Public Announcement and draft Open Offer to public have been filed with BSE and SEBI.

FINANCE:

Cash and cash equivalent as at 31st March, 2015 was 2.57 Lakhs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

FIXED DEPOSITS:

The Company has neither invited nor accepted any deposit from the public within the ambit of Section 73 of Companies Act. 2013 and the Companies (Acceptance of Deposits) Rules, 2014,

PARTICULARS OF LOANS, GUARANTEES FOR INVESTMENTS:

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year under review. Darwin Platform Capital Limited ceased to be Associate Company.

Brief details about the other Associates is provided in the Extract of Annual Return and hence not repeated here for the sake of brevity.

Your Company has no Subsidiary Company

LISTING FEES:

Listing Fees to The Bombay Stock Exchange Ltd has been paid for the financial year 2015-16.

DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company. Mr. Suresh John retires by rotation and is eligible for re-appointment.

During the Year under review, Ms. Rukmani Iyer was appointed as the Additional Director of the Company in the category of Non Executive Director with effect from 28th March, 2015,

MEETINGS:

During the year under review Five Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report The intervening gap between the Meetings was within the period prescribed under the Companies Act. 2013.

DIRECTORS' RESPONSIBILITY STATEMENT.

To Ihe best of their knowledge and belief and according lo the information and explanations.obtained by them, your Directors make the following statements tn terms of Section 134{3}(c) of the Companies Act. 2013:

a. that m the preparation of the annual financial statements for the year ended 31" March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any:

b thal such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31" Ma rch, 2015 a nd of the profit of the Company for the year ended on that date;

c, that proper and sufficient care has been taken Tor the maintenance of adequate accounting records In accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. that the annua! financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively

f, that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

AUDITORS:

* Statutory Auditors

The Auditors of the Company. M/s P C. Surana&Co.. has expressed their unwillingness to continue as Statutory Auditors, The Company has received a notice in writing from the members proposing the name of M/s Manish Jain &Co. Chartered Accountants, Mumbai, for appointment as Statutory Auditors. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for appointment as Auditors of the Company.

* Secretarial Auditor

Pursuant to the provi sions of Section 204 of th e Companies Act. 2013 and The Companies f Appointment and Remuneration of Managerial Personnel) Rules, 2014, ihe Company has appointed Ms. Jeethi Pillai, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure B".

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with the Slock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract ofthe Annual Return informMGT 9 is annexed herewith as 'Annexure C.

CORPORATE SOCIAL RESPONSIBILITY(CSR):

The Board of your Company has constituted a CSR Committee. As on SI* March, 2015, the Committee comprises of three Directors. Your Company has developed a CSR Policy which is carried in this Annual Report. The Company shall spend, in each financial year, at least 2% of the average net profits of the Company made during the three immediately preceding financial years, The average net profit shall be calculated in accordance with the provisions of Section 193 ofthe Companies Act, 2013. The Company shall give preference to the local area and areas around it where it operates, for spending the amount earmarked for the activities

However, considering the accumulated losses of Rs. 33.36 Crs, during the year under review, and current Profit being less lhan 5-00 Crs. the CSR Committee and the Board is of the view that it is not required to spend on the CSR activity for the financial year 2014-15

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The inform abort on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134{3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith:

A, CONSERVATION OF ENERGY

a) Energy Conservation Measures Taken: Energy conservation remains one of (he most important areas of plant's performance and is being continuously monitored. Some of the measures taken are:

i. Separate energy meters have been installed for effectively monitoring the section wise energy consumption.

ii. Additional capacitor banks have been installed In different section.

iii. We have made optimum use of electrical motors and day light resources at plant.

b) Additional investments and proposals, if any being Implemented for reduction in consumption of energy:

Re-sizing of the motors is being done to run the motors at full load conditions.

c) Impact of measures at (a) and (b) above for reduction In energy and consequent Impact on the cost of production of goods: Energy conservation measures have lead to reduction in the cost of production.

d) Total energy consumption and energy consumption per unit of production as per Form A of the Annexure !n respect of Industries specified In the schedule thereto:

(A) Total Power and Fuel Consumption

2014-15 2013-14 1. Electricity

a) Purchased Units 73,00,107 76,06,703

Total Amount (Rs. in lakhs) 489.50 491.36

Rate/Unit(Rs.) 6.71 6.47

b) Own Generation

i) Through Duesel generator unit NIL NIL

Units per Ltr. OFDisei Oil Nil NIL

Cost/Unit(Rs. In Lakhs) Nil NIL

ii) Through sleam turbine/generator Units NIL NIL

Units per Itr. Of Oil/gas Nil NIL

Cost/UNIT NIL NIL

Coal

2. Quantity (Tonnes)

Total Cost NIL NIL

Average rata NIL NIL

NIL NIL

1, Furnace Oil

Quantity (Or.) NIL NIL

Total Amounts (Re. In lakhs) Nil NIL

Average Rate/unit (Rs.) NIL

4, Othera/Internal Generation

Quantity NIL NIL

Total Cost Nil NIL

Ratefunlt NIL NIL

Consumed per production unit Production

Standards 2014-15 2013 14

Electricity

At Rakahanpu Unit Per Kilogram 14,77 11.83

B. TECHNOLOGY ABSORPTION

The Company is regularly getting its products tested by Ahmedabad Textile industry Association (ATIRA), one of the premier textile research bodies at Ahmedabad and the product is constantly improved based an reports given by ATIRA. The Company is also sending its delegates from time to time to participate in the Seminars,and Conferences organized by AURA In share information pertaining to research and development and innovations in the textile products. The Company is not using imported technology in the manufacturing process.

C- Foreign Exchange Earnings and Outgo

Earnings :Rs, Nil (Previous year Rs. Nil)

Outgo Rs. Nit (Previous year Rs. Nil)

ACKNOWLEDGEMENTS

Your Directors thank the various Genual and State Government Departments, Organization and Agencies tor the continued help and co-ops ration extended by them The Directors also gratefully acknowledge ail stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year The Directors place on record their sincere appreciation to all employees of the Company for (heir unstinted commitment arid continued contribution to the Company.

For & on behalf of premier Synthetics Ltd,

Place: Mumbai Anand Arya Date: 11thMay, 2015 Chairman

---

Mar 31, 2013

To the Members,

The Directors present herewith the 43rd Annual Report together with the Audited Accounts of the Company for the year ended on 31s1 March, 2013.

FINANCIAL RESULTS:

(Rs. in lakhs)

Particulars Year Ended Year Ended 31ST March, 31s1 March, 2013 2012

Gross Income 1837.62 1447.03

ProfiV(Loss) before

depreciation, Interest & tax : 308.96 193.72

Less: Depreciation : 264.28 290.54

Less: Interest : 44.01 140.55

Profitf(Loss) before Exceptional Items & Taxes : 0.67 (237.37)

Add: Exceptional Items : 1149.24 414.73

Profit/(Loss) before Tax : 1149.90 177.36

Less: Provision for Taxation : (18.30)

ProfiV(Loss) after tax : 1168.20 177.36

Add: Transfer from Debenture Redemption Reserve : - 100.00

Add: Balance of loss From previous year : (5140.62) (5417.98)

Balance carried over

Balance Sheet : (3972.42) (5140.62)



DIVIDEND

Your Directors do not recommend any dividend for the year ended on 31st March, 2013.

OPERATIONS

During the year under review, the Company recorded a total income of Rs. 1837.62 Lakhs as against Rs. 1447.03 Lakhs in the previous year. The Company is mainly engaged in manufacturing of Cotton Yarns and presently doing manufacturing on Job Work basis.

Your Company made Net Profit of Rs. 0.67 Lakhs against Loss of Rs. 237.37 Lakhs in the previous year. After Exceptional Items, the Net Profit of the Company for the year stood at Rs. 1168.20 Lakhs against profit of Rs. 177.36 Lakhs in the previous year. The Company has performed satisfactory comparing to the previous year.

PREFERENCE SHAREHOLDERS

The arrears of dividend on Preference shares have been fully waived by Preference Shareholders upto 31.03.2012. The Preference shares are now redeemable on 30.09.2015 and carry Nil dividend.

LISTING AND TRADING OF EQUITY SHARES AT BOMBAY STOCK EXCHANGE (BSE)

The Bombay Stock Exchange has revoked the suspension imposed on the trading of shares of the Company and shares of the Company are now traded at the BSE. Listing fees for the financial year 2013-14 has been paid.

FIXED DEPOSITS

Your company has neither invited nor accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made thereunder.

DIRECTORS

Mr.S.K.Tambawalla, retires by rotation and being eligible, offers himself for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect of Director''s Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the accounts for the financial year ended 31" March, 2013, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

(iv) the Directors have prepared the accounts for the financial year ended 31s'' March, 2013 on a going concern basis.

PERSONNEL

The Company has not paid any remuneration attracting the provision of the Companies (Particulars of employees) Rules 1975 read with the Section 217(2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

CORPORATE GOVERNANCE

In terms of clause 49 of the Listing Agreement with the Stock Exchanges a report on the Corporate Governance is appended as annexure to this report.

CONSOLIDATED FINANCIAL STATEMENTS:

i) Company has one subsidiary - Premier Equity Limited.

As required under the listing agreement with the Stock exchange, the audited consolidated financial statements of the Company incorporating its subsidiary company prepared in accordance with applicable Accounting Standards are attached.

ii) The Ministry of Corporate Affairs has by its notification dated 8th February 2011 granted a general exemption to companies, as per which, the provision of section 212 shall not apply in relation to subsidiaries, subject to the fulfillment of certain conditions. Accordingly the consolidated financial statements of the holding company and subsidiary duly audited by its statutory auditors have been presented and the individual account of the subsidiary company has not been attached.

iii) Any shareholder may either ask for a copy or inspect at the registered office a copy of the audited accounts of the subsidiary company.

AUDITORS & AUDrTORS REPORT

M/s P.C.Surana & Co., Statutory Auditors of the Company, hold office until "he conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter from M/S. P.C.Surana & Co., to the effect that their appointment, if made, would be within the limits prescribed under section 224 (1B) of the Companies Act, 1956 and that they are not disqualified from such appointment within the meaning of section 226 of the Companies Act, 1956.

PARTICULARS UNDER SECTION 217(1)(e) OF THE COMPANIES ACT.1956

As required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, the relevant information is given below:-

A CONSERVATION OF ENERGY :-

a) Energy Conservation Measures Taken : Energy conservation remains one of the most important areas of plant''s performance and is being continuously monitored. Some of the measures taken are:

i Separate energy meters have been installed for effectively monitoring the section wise energy consumption.

ii. Additional capacitor banks have been installed in different section.

iii. We have made optimum use of electrical motors and day light resources at plant.

b) Additional investments and proposals, if any being implemented for reduction in consumption of energy.

Re-sizing of the motors is being done to run the motors at full load conditions.

c) Impact of measures at (a) and (b) above for reduction in energy and consequent impact on the cost of production of goods: Energy conservation measures have led to reduction in the cost of production

d) Total energy consumption and energy consumption per unit of production as per Form A of the Annexure in respect of industries specified in the schedule thereto:

a TECHNOLOGY ABSORPTION :

The Company is regularly getting its products tested by Ahmedabad Textile Industry Association (ATIRA), one of the premier textile research bodies at Ahmedabad. The Company is also sending its delegates from time to time to participate in the seminars and conferences organized by ATIRA to share information pertaining to research and development and innovations in the textile products. Such participation enables the Company to absorb and adopt the latest available technology in the industry. The Company is not using imported technology in the manufacturing process.

C. Foreign Exchange Earnings and Outgo

Earnings : Rs. Nil (Previous Year Rs. Nil). Outgo : Rs. 16.60 Lacs (Previous Year Rs. 39.46 Lacs).

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude, the co-operation and assistance given by the Financial Institutions, Bankers and Customers of the Company during the year under review.

For and on behalf of the Board

Place: Mumbai Anand Arya

Date : 28th May, 2013 Chairman

---

Mar 31, 2012

The Directors present herewith the 42nd Annual Report together with the Audited Accounts of the Company for the current reporting period ended 31st March, 2012.

FINANCIAL RESULTS:

(Rs. in lakhs) Particulars Current Previous Reporting Reporting period Ended Period Ended 31st March, 31st March, 2012 2011

Gross Income : 1447.03 974.64

Profit/(Loss) before

Depreciation, Interest & tax : 193.72 6.66

Less : Depreciation : 29C.54 295.40

Less : Interest : 140.55 - Profit/(Loss) before Exceptional

Items & Taxes : (237.37) (288.74)

Add: Exceptional Items : 414.73 -

Profit/(Loss) before Tax : 177.36 (288.74)

Less: Provision for Taxation : - -

Profit(Loss) after tax : 177.36 (288.74) Add: Transfer from Debenture

Redemption Reserve : 100.00 - Add: Balance of loss from previous year : (5417.98) (5129.23)

Balance carried over to _ _

Balance Sheet : (5140.62) (5417.98)

DIVIDEND

Your Directors does not recommend any dividend on Equity or Preference Shares for the current reporting period ended 31s1 March, 2012.

OPERATIONS

During the current reporting period under review the Company recorded a total income of Rs. 1447.03 Lacs as against Rs. 974.64 Lacs in the previous reporting period. The Company is rnainiy engaged in manufacturing of Cotton Yarns and presently doing manufacturing on Job Work basis for other parties and earn income by way of Job Work.

The Net Profit of the Company in the current reporting period under review stood at Rs. 177.36 Lacs against the Losses of Rs. 288.74 Lacs in the previous reporting period.

Shares of the Company are now freely tradable after Bombay Stock Exchange revoked the suspension imposed on the trading of shares of the Company during the reporting period.

REFERENCE TO BIFR

The Company was declared a sick company by the Hon'ble Board for Industrial and Financial Reconstruction (B!FR) within the meaning of Clause (0) of sub-section (1) of section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985 vide its order dated 16.02.2006. The networth of the Company has become positive during the current reporting period and the Company is in the midst of making an application to come out of BIFR in the next hearing scheduled to be held on 03.05.2012 on the ground that it no more has negative networth.

FINANCES

The Company negotiated and settled their dues with Oman International Bank (S.A.O.G.) by making one time payment of Rs. 19.73 Crores pursuant to the order dated 15.04.2011 of the Hon'ble Debts Recovery Tribunal-II, Mumbai read with order dated 30.09.2011 passed by the Hon'ble Bombay High Court.

The Company also negotiated and settled the dues assigned to Genuine Commercial Services Private Limited by Financial Institutions during the reporting period.

AUDITORS' QUALIFICATION

As regards Auditors' Qualification in para no. 6 of the Report, your attention is drawn to item no. 3 of Note No. 'N' which are self explanatory.

FIXED DEPOSITS

Your company has neither invited nor accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made there under,

DIRECTORS

Mr. Suresh John, retires by rotation and being eligible, offers himself for re-appointment.

DIRECTORS'RESPONSIBILITY STATEMENT Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect of Director's Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the accounts for the financial year ended 31st March. 2012, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

(iv) the Directors have prepared the accounts for the financial year ended 31s1 March, 2012 on a going concern basis. PERSONNEL

The Company has not paid any remuneration attracting the provision of the Companies (Particulars of employees) Rules 1975 read with the Section 217(2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

CORPORATE GOVERNANCE

h terms of clause 49 of the Listing Agreement with the Stock Exchanges a report on the Corporate Governance is appended as annexure to this report.

AUDITORS & AUDITORS REPORT

M/s P.C.Surana & Co., Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter from M/S. P.C.Surana & Co., to the effect that their appointment, if made, would be within the limits prescribed under section 224 (1B) of the Companies Act, 1956 and that they are not disqualified from such appointment within the meaning of section 226 of the Companies Act, 1956.

The observations & comments given by Auditors in their report read together with notes to accounts are self explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

PARTICULARS UNDER SECTION 217(1 )(e) OF THE COMPANIES ACT,1956

As required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, the relevant information is given below:-

A CONSERVATION OF ENERGY

a) Energy Conservation Measures Taken:

Energy conservation remains one of the most important areas of plant's performance and is being continuously monitored. Some of the measures taken are:

i. Separate energy meters have been installed for effectively monitoring the section wise energy consumption.

ii. Additional capacitor banks have been installed in different section.

iii. We have made optimum use of electrical motors and day Sight resources at plant.

b) Additional investments and proposals, if any being implemented for reduction in consumption of energy: Re-sizing of the motors is being done to run the motors at full toad conditions.

c) Impact of measures at (a) and (b) above for reduction in energy and consequent impact on the cost of production of goods: Energy conservation measures have led to reduction in the cost of production

d) Total energy consumption and energy consumption per unit of production as per Form A of the Annexure in respect of industries specified in the schedule thereto:

B. TECHNOLOGY ABSORPTION :

The Company is regularly getting its products tested by Ahmedabad Textile Industry Association (ATIRA), one of the premier textile research bodies at Ahmedabad. The Company is also sending its delegates from time to time to participate in the seminars and conferences organized by ATIRA to share information pertaining to research and development and innovations in the textile products. Such participation enables the Company to absorb and adopt the latest available technology in the industry. The Company is not using imported technology rn the manufacturing process.

C. Foreign Exchange Earnings and Outgo Earnings : Nil (Previous reporting period Rs. Nil).

Outgo: 39.46 lacs (Previous reporting period Rs. 30,64 lacs).

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude, the co-operation and assistance given by the Financial institutions, Bankers and Customers of the Company during the current reporting period under review.

For and on behalf of the Board

Sd/-

Place : Mumbai Anand Arya

Date : 23rd April, 2012 Chairman & Whole-time Director

---

Mar 31, 2011

The Directors present herewith the 41st Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2011.

FINANCIAL RESULTS:

(Rs. in lakhs) Particulars Year Ended Year Ended 31st March, 31st March, 2011 2010

Gross Income : 974.64 824.06

Profit/(Loss) before Interest, Depreciation & tax : 6.66 57.43

Less : Depreciation : 295.40 305.27

Less : Interest (Net) : 0.00 0.00 Profit/(Loss) before

Exceptional Items & Taxes : (288.74) (247.84)

Add: Exceptional Items : 0.00 5,762.79

Profit/(Loss) before Tax : (288.74) 5,514.95

Less: Provision for Taxation : 0.00 0.00

Profit/(Loss) for the year : (288.74) 5,514.95 Add: Balance of loss from : (5,129.23) (10,644,18) previous year

Balance carried over to Balance Sheet : (5,417.98) (5,129.23)

DIVIDEND

Your Directors does not recommend any dividend on Equity or Preference Shares for the year ended 31st March, 2011. OPERATIONS

During the year under review the Company recorded a total income of Rs. 9.74 Crores as against Rs.8.24 Crores in the previous year. The Company is mainly engaged in manufacturing of Cotton Yarns and presently doing manufacturing on Job Work basis for other parties and earn income by way of Job Work.

The Net Losses of the Company in the year under review stood at Rs, 288.74 Lacs against the Losses of Rs. 247.84 Lacs in the past year.

REFERANCETOBIFR

The Company has been declared as a sick industrial company (based on its audited Balance Sheet as at 31st March, 2001) wi!hm the meaning of clause (o) of sub-section (1) of section (3) of the Sick Industrial Companies (Special Provisions) Act, 1985 by the Hon'ble BIFR vide their order dated 16/02/2006. IFCI has been appointed as Operating Agency (O.A.). The Company submitted its Draft Rehabilitation Scheme (DRS) to the O.A. The DRS was accepted by SASF and subsequently by IFCI Ltd. and the Federal Bank Ltd. All the three of them, viz. SASF, IFCI Ltd. and the Federal Bank Ltd. have subsequently absolutely assigned and transferred unto and in favour of Genuine Commercial Services Pvt. Ltd. the financial facilities provided by them to the Company together with all underlying security interests, pledges and/or guarantees thereto. The Company has been directed by the Hon'ble BIFR to negotiate with the said Genuine Commercial Services Pvt. Ltd. and the other secured creditor, viz. Oman International Bank SAOG for settlement of their dues and to submit a revised DRS. The Company has subsequently arrived at a settlement of its dues with the said Genuine Commercial Services Pvt. Ltd. and has initiated the process of negotiation with Oman International Bank SAOG for settlement of their dues. In the meantime, Hon'ble BIFR has ordered the circulation of the DRS.

AUDITORS' QUALIFICATION

As regards Auditors' Qualification in para no.7 of the Report, your attention is drawn to Note Nos. 3 & 5 of Schedule 'J' which are self explanatory.

FIXED DEPOSITS

Your company has neither invited nor accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

DIRECTORS

Mr. Janardan Joshi, retires by rotation and being eligible, offers himself for re-appointment.

Mr. Anand Arya, was appointed as a Whole-time Director of the Company with effect from 04th June, 2006, which was approved by the shareholders at their meeting held on 30th September, 2006. The Board has re-appointed Mr. Anand Arya as a Whole- time Director of the Company for a period of five years with effect from 04th June, 2011. Mr. Arya shall not be paid any remuneration in his capacity as a Whole-time Director of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant it the requirement under section 217 (2AA) of the Companies Act, 1956, with respect of Director's Responsibility Statement, it is hereby confirmed that;

(i) in the preparation of the accounts for the financial year ended 31 st March, 2011, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

(iv) the Directors have prepared the accounts for the financial year ended 31st March, 2011 on a going concern basis.

PERSONNEL

The Company has not paid any remuneration attracting the provision of the Companies (Particulars of employees) Rules 1975 read with the Section 217(2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

CORPORATE GOVERNANCE

In terms of clause 49 of the Listing Agreement with the Stock Exchanges a report on the Corporate Governance is appended as annexure to this report.

AUDITORS & AUDITORS REPORT

M/s P.C.Surana & Co., Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter from M/S. P.C.Surana & Co., to the effect that their appointment, if made, would be within the limits prescribed under section 224 (1B) of the Companies Act, 1956 and that they are not disqualified from such appointment within the meaning of section 226 of the Companies Act,1956.

The observations & comments given by Auditors in their report read together with notes to accounts are self explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

PARTICULARS UNDER SECTION 217(1 )(e) OF THE COMPANIES ACT.1956

As required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, the relevant information is given below:-

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude, the co-operation and assistance given by the Financial Institutions, Bankers and Customers of the Company during the year under review.

For and on behalf of the board

Place : Mumbai Anand Arya

Date : 11th August, 2011 Chairman & Whole-time Director

---

Mar 31, 2010

The Directors present herewith the 40lh Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS:

(Rs. in lakhs)

Particulars 2009-2010 2008-2009

Income from Operation:

Job Work Income : 814.14 580.61

Trading Income : 0.00 481.53

Other Income : 9.92 16.96

Gross Income : 824.06 1,079.10

ProfiV(Loss) before Interest,

Depreciation & tax : 57.43 (302.13)

Less: Interest (Net) : 0.00 0.00

Less: Depreciation : 305.27 305.65

Profit/(Loss) before

Exceptional Items & Taxes : (247.84) (607.78)

Add: Exceptional Items : 5,762.79 0.00

Profit/(Loss) before Tax : 5,514.95 (607.78)

Less: Provision for Taxation- Fringe Benefit Tax : 0.00 0.80

Profit/(Loss) for the year : 5,514.95 (608.58)

Add: Balance of loss from

previous year : (10,644.18) (10,035.60)

Balance carried over to

Balance Sheet : (5,129.23) (10,644.18)

DIVIDEND

The Board of Directors does not recommend any dividend on Equity or Preference Shares for the year ended 31st March, 2010.

OPERATIONS

During the year under review the Company recorded of Rs.8.24 Crores as against Rs.10.79 Crores in the previous year. The Company mainly engaged in manufacturing of Cotton Yarns and presently doing manufacturing on Job Work basis for other parties and earn income by way of Job Work.

The Net Losses of the Company in the year under review stood at Rs. 247.84 Lacs against the Losses of Rs. 607.78 Lacs in the past year. However after writing back of Interest Liabilities of Rs. 57.63 Crores which are not payable now, the Company earned a net profit of Rs. 55.15 Crores during the year under review.

REFERANCE TO BIFR

The Company has been declared as a sick industrial company (based on its audited Balance Sheet as at 31st March, 2001) within the meaning of clause (o) of sub-section (1) of section (3) of the Sick Industrial Companies (Special Provisions) Act, 1985 by the Honble BIFR vide their order dated 16/02/2006. IFCI has been appointed as Operating Agency (O.A.). The Company submitted its Draft Rehabilitation Scheme (DRS) to the O.A. The DRS was accepted by SASF and subsequently by IFCI Ltd. and the Federal Bank Ltd. All the three of them, viz. SASF, IFCI Ltd. and the Federal Bank Ltd. have subsequently absolutely assigned and transferred unto and in favour of Genuine Commercial Services Pvt. Ltd the financial facilities provided by them to the Company together with all underlying security interests, pledges and/or guarantees thereto. The Company has been directed by the Honble BIFR to negotiate with the said Genuine Commercial Services Pvt. Ltd. and the other secured creditor, viz. Oman International Bank SAOG for settlement of their dues and to submit a revised DRS. The Company has subsequently arrived at a settlement of its dues with the said Genuine Commercial Services Pvt. Ltd. and has initiated the process of negotiation with Oman International Bank SAOG for settlement of their dues.

AUDITORS QUALIFICATION

As regards Auditors Qualification in para no.7 of the Report, your attention is drawn to Note Nos. 3 & 5 of Schedule J which are self explanatory.

CURRENT YEAR

The income for the first three months of the Current year ended on 30th June, 2010 is Rs.230.12 Lacs as against Rs. 160.64 Lacs during the corresponding period in the previous year.

SUBSIDIARY COMPANY

The reports and Accounts of Premier Equity Ltd. for the year ended on 31st March, 2010 are annexed to this Report.

FIXED DEPOSITS

Your company has neither invited nor accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made thereunder.

DIRECTORS

Mr. S K Tambawalla, retires by rotation and being eligible, offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March,2010 the applicable accounting standards have been followed along with proper explanation relating to material departure;

ii) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the accounts for the financial year ended 31st March,2010 on a "going concern" basis.

PERSONNEL

There was no employee drawing Rs.2,00,000/- or more per month as salary during the year and therefore, information as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not given. The relation with the employees remained cordial throughout the year. The Directors wish to place on record their thanks for the support and co-operation received from the employees at all levels.

LISTING FEES

The Company has paid up to date listing fees to BSE.

CORPORATE GOVERNANCE

In terms of clause 49 of the Listing Agreement with the Stock Exchanges a report on the Corporate Governance is appended as annexure to this report.

AUDIT COMMITTEE

The Company has constituted an Audit Committee of Directors as required under Section 292A of the Companies Act, 1956. Some of the terms of reference of Audit Committee are to review the financial reporting process and to examine accountancy, taxation, and disclosure aspect of significant transactions.

AUDITORS

M/s P.C.Surana&Co., Chartered Accountants, Mumbai hold the office as Auditors of the Company till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Board of Directors recommends their appointment.

PARTICULARS UNDER SECTION 217{1)(e) OF THE COMPANIES ACT,1956

As required under Section 217(1)(e) of the Companies Act,1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, the relevant information is given below:-

A. CONSERVATION OF ENERGY :-

a) Energy Conservation Measures Taken:

Energy conservation remains one of the most important areas of plants performance and is being continuously monitored. Some of the measures taken are:

i. Separate energy meters have been installed for effectively monitoring the section wise energy consumption.

ii. Additional capacitor banks have been installed in different section.

iii. We have made optimum use of electrical motors and day light resources at plant.

b) Additional investments and proposals, if any being implemented for reduction in consumption of energy :

Re-sizing of the motors is being done to run the motors at full load conditions.

c) Impact of measures at (a) and (b) above for reduction in energy and consequent impact on the cost of production of goods: Energy conservation measures have led to reduction in the cost of production

d) Total energy consumption and energy consumption per unit of production as per Form A of the Annexure in respect of industries specified in the schedule thereto:

2009-2010 2008-2009

1. Electricity

a) Purchased Units (in 000) 6434.59 5466.84

Total Amount (Rs. In lakhs) 370.88 314.65

Rate/Unit (Rs.) 5.76 5.76

b) Generated Units (in 000) 17.26 9.93

Total diesel Consumed

(Ltrs. In 000) 4.59 2.64

Total amount (Rs. In lakhs) 1.66 1.01

Rate/Unit (Rs.) 36.23 38.07



B TECHNOLOGY ABSORPTION :

The Company is regularly getting its products tested by Ahmedabad Textile Industry Association (ATIRA), one of the premier textile research bodies at Ahmedabad. The Company is also sending its delegates from time to time to participate in the seminars and conferences organized by ATIRA to share information pertaining to research and development and innovations in the textile products. Such participation enables the Company to absorb and adopt the latest available technology in the industry. The Company is not using imported technology in the manufacturing process.

C. Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings were Rs. Nil (Previous Year Rs, Nil) as against outgo of Rs. 27.57 lakhs (Previous Year Rs. 22.70 lakhs).

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude, the co-operation and assistance given by the Financial Institutions, Bankers and Customers of the Company during the year under review.

For and on behalf of the board

Place: Mumbai Anand Arya

Date : 29th July, 2010 Chairman & Whole-time Director