DIRECTOR'S REPORT TO THE MEMBERS OL PREMIER SYNTHETICS LTD. The Directors take pleasure in presenting the Forty Fifth Annual Report together with the Audited Financial Statements for the year ended 31" March. 2015. The Management Discussion and Analysis Report has also been incorporated into this report DMDEND Your Directors do not recommended any dividend for the year ended on 31 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 Hems, the Net Profit after tax of the Company for the year stood at Rs 15 23 lacs against net profit of Rs. 263.75 Lacs m 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. VikramAmrltlal Sanghvi. Mr. Rajiv Giriraj Bansal and Mr. Sanjaykumar Vinodbhai Majet hia 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 31" 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: Dunng the year under review. Darwin Platform Capital Limited ceased to be Associate Company. Bnef details about the other Associates is provided m 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 year was appointed as the Additional Director of the Company in the category of Non Executive Director with effect from 28" 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 DLRECTORS' RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements m 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 that such accounting policies have been selected and applied conairiantfy and judgment 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" March. 2015 and of the profit of the Company for the year ended on that date; c that proper and sufficient care has been taken for the maintenance of adequate accounting records In accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d that the annual financial statements have been prepared on a going concern basts. 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 m place and were adequate and operating effectively. AUDITORS: • Statutory Auditors The Auditors of the Company. M/s PC. 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 eliglbi'rty 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 provisions of Section 204 of the Companies Act. 2013 and The Companies (Appointment and Remuneration of Managing! Personnel) Rules, 2014, the Company has appointed Ms. Jeethi Pillai, Company Secretary in Practice to undertake the Secretarial Audit of the Company The Report of the Secret anal Audit Report is annexed herewith as "Annexure" CORPORATE GOVERNANCE: As per Clause 49 of the Listing Agreement with the Stock 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 of the Annual Return in form MGT 9 is annexed herewith as 'Annexure C". CORPORATE SOCIAL RESPONSIBILITY (CSR): The Board of your Company has constituted a CSR Committee As on 31" March. 2015. the Committee comprises of three Directors Your Company has developed a CSR Policy which is carried m this Annual Report The Company sTafi spirit. m 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 198 of the 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 reviow, and current Profit being less than 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 information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section t34(3Xm) of the Companies Act. 2013 read with Rule. 8 of The Companies (Accounts) Rules. 2014. is annexed herewith; A. CONSERVATION OF ENERGY r- 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: L Separate energy meters have been installed for effectively monitoring the section wise energy consumption ¦ Additional capacitor banks have been installed in different section. ¦ 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 m 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 The Company is regularity getting its products tested byAhmedabad Textile Industry Association (ATIRA). one of the premier textile research bodies at Ahmedabad and the product is constantly improved based on reports given by ATIRA. The Company is also sending its delegates from time to time to participate m the Seminars« and Conferences organized by ATI RA to share information penaining to research and development and innovations m the textile products. The Company is not using imported technology in the manufacturing process C. Foreign Exchange Earnings and Outgo Earnings Rs Nl (Previous year Rs Nl) Outgo Rs. Nil (Previous year Rs. Nil) ACKNOWLEDGEMENTS Your Directors thank the various General and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them The Directors also gratefully acknowledge all 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 their unstinted commitment and continued contribution to the Company For & on behalf of Premier Synthetics Ltd Anand Arya Chairman Place: Mumbai Date: 11" May, 2018 |