(Disclosures u/s. 134(3) of the Companies Act, 2013 read with Companies
(Accounts) Rules, 2014)
Dear Shareholders,
The Board of Directors is pleased to present herewith the 40th
(Fortieth) Annual Report of your Company, together with the Audited Statement of Accounts,
for the year ended March 31,2024.
The Management Discussion and Analysis has also been incorporated into
this report.
FINANCIAL PERFORMANCE SUMMARY
The summarized results of your company are given in table below:
(Rs. in Lakhs)
Particulars |
Consolidated |
Standalone |
|
March 2024 |
March 2023 |
March 2024 |
March 2023 |
Total Revenue |
10,321.60 |
9,647.03 |
6,742.24 |
7,304.30 |
Expenses |
8,310.83 |
7,946.02 |
5,715.81 |
5,867.07 |
Profit Before Finance Cost
& Depreciation |
2,010.77 |
1701.01 |
1,026.43 |
1,437.22 |
Finance Cost |
229.16 |
192.70 |
60.26 |
55.29 |
Depreciation & Amortization
Exp. |
515.14 |
546.05 |
246.18 |
267.14 |
Profit/(Loss) before
Extraordinary Items |
1,266.47 |
962.26 |
719.98 |
1,114.80 |
Extraordinary Items |
(19.26) |
(139.99) |
(19.26) |
(20.00) |
Profit/(Loss) before
Taxation |
1,285.73 |
1102.25 |
739.25 |
1,134.80 |
Less : Provision for current
Taxation |
227.94 |
277.81 |
120.25 |
266.00 |
Deferred Taxation adjustment |
26.57 |
(18.54) |
26.57 |
(18.54) |
Short/(Excess) Income Tax
Provision |
7.66 |
(100.93) |
7.66 |
(7.17) |
Profit/(Loss) After
Taxation |
1,023.55 |
943.91 |
584.76 |
894.51 |
Minority Interest |
- |
0.69 |
- |
- |
Other Comprehensive Income
(Net of Tax) |
(3.95) |
32.40 |
(3.95) |
32.40 |
Total Comprehensive Income |
1,019.61 |
975.62 |
580.81 |
926.91 |
Paid up Equity Share Capital |
330.48 |
330.48 |
330.48 |
330.48 |
Earnings Per Share (Rs.) |
30.97 |
28.54 |
17.69 |
27.07 |
FINANCIAL PERFORMANCE, OPERATIONS AND STATE OF THE COMPANY'S
AFFAIRS CONSOLIDATED ANALYSIS
During the year under review, on consolidated basis, the total Revenue
stood at Rs. 10,321.60 Lakhs as compared to Rs. 9,647.03 Lakhs in the previous year.
Revenue from operations stood at Rs. 9,788.18 Lakhs as against Rs. 9,334.15 Lakhs in the
previous year. Other Income stood at Rs. 533.42 Lakhs as compared to Rs. 312.87 Lakhs in
previous year. Net Profit after Tax stood at Rs. 1023.55 Lakhs as compared to the Net
Profit after Tax of Rs. 943.91 Lakhs during the previous accounting year.
STANDALONE ANALYSIS
During the year under review, the total revenue stood at Rs. 6,742.23
Lakhs as against Rs. 7,304.30 Lakhs in the previous year. Company's revenue from
operations stood at Rs. 6,363.02 Lakhs as against Rs. 7,085.97 Lakhs in the previous year.
Other Income stood at Rs. 379.21 Lakhs as compared to Rs. 218.32 Lakhs in previous year.
The Company earned Net Profit after Tax of Rs. 584.76 Lakhs as compared to Net Profit
after Tax of Rs. 894.51 Lakhs during the previous accounting year.
DIVIDEND
INTERIM DIVIDEND
1st Interim Dividend for FY 2023-24:
The Board of Directors of the Company at its meeting held on 03rd
August, 2023 approved 1st Interim Dividend for the financial year 2023-24 at Rs. 3 per
Share/-of Rs.10 each (30%). The same was paid to shareholders whose name appeared on the
register of Members of the company or in the records of the depositories as beneficial
owners of the shares as on 07th August, 2023 which was the Record date fixed for the
purpose.
2nd Interim Dividend for FY 2023-24:
The Board of Directors of the Company at its meeting held on 06th
November, 2023 approved 2nd Interim Dividend for the financial year 2023-24 at Rs. 3 per
Share/-of Rs.10 each (30%). The same was paid to shareholders whose name appeared on the
register of Members of the company or in the records of the depositories as beneficial
owners of the shares as on 23rd November 2023 which was the Record date fixed for the
purpose.
3rd Interim Dividend for FY 2023-24:
The Board of Directors of the Company at its meeting held on 10th
February 2024 approved 3rd Interim Dividend for the financial year 2023-24 at Rs. 2 per
Share/-of Rs.10 each (20%). The same was paid to shareholders whose name appeared on the
register of Members of the company or in the records of the depositories as beneficial
owners of the shares as on 21st February 2024 which was the Record date fixed for the
purpose.
FINAL DIVIDEND FOR FY 2023-24:
Your directors are pleased to recommend to the Members, for their
approval, a Final dividend of Rs. 2/- per Equity Share of Rs. 10/- each (20 %) in the
Company for the year ended 31st March, 2024. The above is in addition to Interim Dividends
distributed above.
RESERVES
The whole profit after tax has been transferred to P&L surplus.
There is no amount that has been proposed to be carried to any other reserves.
SHARE CAPITAL
The Authorized Share Capital of the Company is Rs. 600 Lakhs consisting
of 60 Lakhs Equity Shares of Rs. 10/- each.
The Issued, Subscribed and Paid-up Capital of the Company stood at Rs.
330.48 Lakhs as on March 31,2024.
There was no requirement of fresh capital infusion during the year
under review.
REGISTERED OFFICE
The present address of the Registered Office is as follows: Urmi
Estate, Tower-A, 11th floor, 95 Ganpatrao Kadam Marg, Lower Parel (W), Mumbai City,
Maharashtra, India, 400013.
SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES
Your Company does not have any Joint Venture / Associate Companies.
Premco Global Vietnam Company Limited is wholly owned subsidiary of
Premco Global Limited. Pursuant to the provisions of Section 129(3) of the Act, a
statement containing the salient features of financial statements of the Company's
subsidiaries in Form No. AOC-1 is annexed to the report (Annexure-1).
CHANGE IN NATURE OF BUSINESS, IF ANY:
The Company is engaged in the business of manufacturing Woven &
Knitted Elastic Tapes. There was no change in nature of business activity during the year.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE
COMPANY
There no material changes and commitments, affecting the financial
position of the Company which has occurred between the end of the financial year of the
Company i.e. March 31,2024 and the date of signing the Accounts.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /
TRIBUNALS
During the year under review, there were no significant and material
orders passed by the regulators or courts or tribunals, which may impact the going concern
status of the Company and its operations in future.
RELATED PARTY TRANSACTIONS
The Company has formulated a policy on dealing with Related Party
Transactions. The policy is placed on the website of the Company.
All the transactions entered into with Related Parties as defined under
the Companies Act, 2013, Regulation 2(1) (zc) and Regulation 23 of SEBI (LODR)
Regulations, 2015 during the financial year were in the ordinary course of business and on
an arm's length basis. The Related Party Transactions are disclosed in the notes of
financial statements for the financial year 2023-24 and the same is furnished in Form
AOC-2 (Annexure-2) and is forming part of the Annual Report.
EMPLOYEE STOCK OPTION SCHEME
Your Company has formulated the Premco Global Limited
Employee Stock Option Scheme 2017'', for grant of Stock Options to certain
employees of the Company which was approved by members pursuant to Special Resolution at
Extraordinary Annual General Meeting held on 29th March 2017 and extension of benefits to
employees of Subsidiary Company was approved by members through Special Resolution at
Annual General Meeting held on 20th July 2017. The Company has not allotted any shares
pursuant to aforesaid ESOP Schemes.
There was no change in the Registered Office of the Company during the
Financial Year under review.
ANNUAL RETURN & EXTRACTS OF ANNUAL RETURN
In compliance with Section 134(3)(a) of the Companies Act, 201, the
Annual Return is made available on the website of the Company at
https://www.premcoglobal.com/investors.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors of the Company provide entrepreneurial
leadership and plays a crucial role in providing strategic supervision, overseeing the
management performance, and long-term success of the Company while ensuring sustainable
shareholder value. Driven by its guiding principles of Corporate Governance, the
Board's actions endeavor to work in the best interest of the Company.
The Directors hold a fiduciary position, exercises independent
judgement, and plays a vital role in the oversight of the Company's affairs. Our
Board represents a tapestry of complementary skills, attributes, perspectives and includes
individuals with financial experience and a diverse background.
Ms. Sonia Ashok Harjani (DIN: 01220774), Director of the Company,
retires by rotation at the ensuing Annual General Meeting of the Company, and being
eligible offers herself for re-appointment.
Pursuant to provisions of section 203 of the Act, the Key Managerial
Personnel of the Company are
Mr. Ashok Bhagwandas Harjani - Managing Director,
Mr. Nisha Prem Harjani - CFO,
* As on 31.03.2024 there is no Company secretary & Compliance
Officer appointed in the Company.
During the period under review Ms. Gayatri Sunderdas Kashela was
appointed as Company secretary w.e.f 05.06.2023. She tendered her resignation as Company
secretary w.e.f 16.12.2023.
Further Ms. Gayatri Sunderdas Kashela was again appointed as Company
secretary w.e.f 10.02.2024. She tendered her resignation as Company secretary w.e.f
13.03.2024.
The Board took note of the same and placed on record its sincere
appreciation for the services rendered by her during her tenure and wished her the very
best for her future endeavors.
Further Ms. Falak H Mody was appointed as the Company Secretary w.e.f.
15.05.2024 and is currently the Company Secretary and Compliance Officer of the Company.
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the period under review, following changes have been made in the
composition of Board of Directors:
Cessation of Mr. Rajesh M Mahtani (DIN: 00736091) and Mr. Prem I
Gidwani (DIN: 01220570) from Directorship of the Company due to expiry of Term of
Independent Directorship of the Company w.e.f 31.03.2024.
Mr. Anand Shyam Mashurwala (DIN: 10491638) and Mrs. Lata Lal
Vasvani (DIN: 07672964) has been appointed as Non- Executive Independent Director w.e.f
10.02.2024 and has been regularized through postal ballot held on 04.05.2024.
Ms. Gayatri Sunderdas Kashela was appointed as Company secretary
w.e.f 05.06.2023. She tendered her resignation as Company secretary w.e.f 16.12.2023.
Further Ms. Gayatri Sunderdas Kashela was again appointed as Company secretary w.e.f
10.02.2024. She tendered her resignation as Company secretary w.e.f 13.03.2024.
Remuneration and other details of the Key Managerial Personnel for the
Financial Year ended 31st March 2024 are mentioned in the Annual Return and Extract of the
Annual Return which is available on the Company's Website at
https://www.premcoglobal.com/investors.
INDEPENDENT DIRECTORS STATEMENT
The Company has received declaration from all the Independent Directors
confirming that they continue to meet the criteria of independence as prescribed under the
Act and Listing Regulations and comply with the Code for Independent Directors as
specified under Schedule IV of the Act.
The Directors have also confirmed that they are not aware of any
circumstance or situation, which exists or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties with an objective independent
judgement and without any external influence.
In terms of Section 150 of the Act read with Rule 6(1) and 6(2) of the
Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors
of the Company have confirmed that they have registered themselves with the databank
maintained by the Indian Institute of Corporate Affairs ("IICA").
During the year, the meeting of the Independent Directors was held on
10th February 2024 to review the performance of the Board as a whole on parameters of
effectiveness and to assess the quality, quantity and timelines of flow of information
between the management and the Board.
The Independent Directors discussed, among other matters, the
performance of the Company and the risks faced by it, the flow of information to the
Board, competition, strategy, leadership strengths and weaknesses, governance, compliance,
Board movements, human resource matters and performance of executive Directors including
Chairman.
CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES,
INDEPENDENCE AND OTHER MATTERS CONCERNING A DIRECTOR
In terms of the provisions of clause (e) of section 134(3) read with
Section 178(3) of Companies Act, 2013, the Nomination and Remuneration Committee, while
appointing a Director, takes into account the following criteria for determining
qualifications, positive attributes and independence:
COMPOSITION OF AUDIT COMMITTEE OF THE COMPANY
Sr. No. Name
of the Director |
Category |
Designation |
1. *Mr. Prem I.
Gidwani |
Non-Executive -
Independent Director |
Chairman |
2. *Mr. Rajesh M.
Mahtani |
Non-Executive -
Independent Director |
Member |
3. Ms. Sonu A.
Chowdhary |
Non-Executive -
Independent Director |
Member |
4. Mr. Ashok B. Harjani |
Executive Director |
Member |
5. **Mr. Lalit Doulat
Advani |
Non-Executive Independent
Director |
Chairman |
6. **Ms. Lata Lal
Vasvani |
Non-Executive Independent
Director |
Member |
Sr.
No. |
Date of Meeting |
Total No. of Directors |
Total No. of Directors
Present |
1 |
18 May, 2023 |
4 |
4 |
2 |
03 Aug, 2023 |
4 |
4 |
3 |
06 Nov 2023 |
4 |
4 |
4 |
10 Feb, 2024 |
4 |
4 |
Qualification: Diversity of thought, experience, industry
knowledge, skills and age.
Positive Attributes: Apart from the statutory duties and
responsibilities, the Directors are expected to demonstrate high standard of ethical
behaviour, good communication and leadership skills and take impartial judgment.
Independence: A Director is considered Independent if he/she meets
the criteria laid down in Section 149(6) of the Companies Act, 2013, the Rules framed
thereunder and Regulation 16(1)(b) of the Listing Regulations, 2015.
BOARD MEETINGS
During the Financial Year under review, the Board of Directors met 5
(Five) times on 18th May, 2023, 05th June, 2023, 03rd August, 2023, 06th November, 2023,
and 10th February, 2024. The maximum gap between any two Board meetings was not more than
120 days.
The composition of the Board along with the details of the meetings
held and attended by the Directors during the Financial Year 2023-24 is detailed below:
Name |
Type of Directorship |
Board Meeting
Attendance |
|
|
Held |
Attended |
Mr. Ashok B Harjani |
Executive Director |
5 |
5 |
Mr. Lokesh P Harjani |
Executive Director |
5 |
3 |
Ms. Nisha P Harjani |
Executive Director |
5 |
5 |
Ms. Sonia A Harjani |
Executive Director |
5 |
5 |
Mr. Prem I Gidwani |
Independent Directors |
5 |
5 |
Mr. Rajesh M Mahtani |
Independent Directors |
5 |
5 |
Mr. Sonu A Chowdhary |
Independent Directors |
5 |
5 |
Mr. Lalit D Advani |
Independent Directors |
5 |
4 |
*Mr. Anand Shyam Mashurwala |
Independent Directors |
0 |
0 |
*Ms. Lata Lal Vasvani |
Independent Directors |
0 |
0 |
*Appointed as Directors w e f 10th February, 2024.
AUDIT COMMITTEE
The Audit Committee which acts as a link between the management,
external and internal auditors and the Board of Directors of the Company is responsible
for overseeing the Company's financial reporting process by providing direction to
audit function and monitoring the scope and quality of internal and statutory audits.
The composition of the Committee is in compliance with the provisions
of Section 177 of the Companies Act, 2013 and Regulation 18 SEBI (LODR) Regulations, 2015.
The Chairperson of the Committee is a Non-Executive Independent Director.
* Cessation of Mr. Rajesh M Mahtani (DIN: 00736091) and Mr. Prem I
Gidwani (DIN: 01220570) from Directorship of the Company due to expiry of Term of
Independent Directorship of the Company w.e.f 31.03.2024.
**The composition of the Audit Committee has been reconstituted by the
Board Resolution passed in the meeting of the Board of Directors held on 15th May 2024.
Mr. Lalit Doulat Advani and Ms. Lata Lal Vasvani were appointed as Chairman and Members of
the Audit Committee respectively.
The Committee members meet regularly and make their recommendations in
accordance with the terms of reference specified by the Board. Such recommendations are
thoroughly discussed in Board meetings and by and large accepted for implementation.
AUDIT COMMITTEE MEETINGS HELD AND ATTENDANCE OF DIRECTORS DURING THE
YEAR 2023-24 * Resignation of Mr. Rajesh M Mahtani (DIN: 00736091) and Mr. Prem I
Gidwani (DIN: 01220570) from Directorship of the Company due to expiry of Term of
Independent Directorship of the Company w.e.f. 31.03.2024.
The Audit Committee acts in accordance with the broad terms of
reference specified by the Board of Directors in adherence to Section 177 of the Companies
Act, 2013 (the Act'). The scope of activities of the Audit Committee includes
the areas laid out in Section 177 of the Act and Part C of Schedule II of SEBI (LODR)
Regulations, 2015.
Sr. No. Name
of the Director |
Category |
Designation |
1. *Mr. Rajesh M.
Mahtani |
Non-Executive -
Independent Director |
Chairman |
2. Ms. Sonu A.
Chowdhary |
Non-Executive -
Independent Director |
Chairman |
3. Mr. Ashok B. Harjani |
Executive Director |
Member |
4. **Ms. Lata Lal
Vasvani |
Non-Executive Independent
Director |
Member |
5. **Mr. Anand Shyam
Mashruwala |
Non-Executive Independent
Director |
Member |
NOMINATION AND REMUNERATION COMMITTEE
The composition of the Committee is in compliance with the provisions
of Section 178 of the Companies Act, 2013 and Regulation 19 of the of the SEBI (LODR)
Regulations, 2015. The Chairperson of the Committee is a Non-Executive Independent
Director.
COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE OF THE COMPANY:
Sr. No. Name
of the Director |
Category |
Designation |
1. *Mr. Prem I.
Gidwani |
Non-Executive
Director |
Independent |
Chairman |
2. *Mr. Rajesh M.
Mahtani |
Non-Executive
Director |
Independent |
Member |
3. Ms. Sonu A.
Chowdhary |
Non-Executive
Director |
Independent |
Member |
4. **Mr. Lalit Doulat
Advani |
Non-Executive
Director |
Independent |
Chairman |
5. **Ms. Lata Lal
Vasvani |
Non-Executive
Director |
Independent |
Member |
6. **Mr. Anand Shyam
Mashruwala |
Non-Executive
Director |
Independent |
Member |
* Cessation of Mr. Rajesh M Mahtani (DIN: 00736091) and Mr. Prem I
Gidwani (DIN: 01220570) from Directorship of the Company due to expiry of Term of
Independent Directorship of the Company w.e.f 31.03.2024.
**The composition of the Nomination and Remuneration Committee has been
re-constituted by the Board Resolution passed in the meeting of the Board of Directors
held on 15th May 2024. Mr. Lalit Doulat Advani was appointed as the Chairman of the
Committee while Ms. Lata Lal Vasvani and Mr. Anand Shyam Mashruwala were appointed as
Members of the Nomination and Remuneration Committee respectively.
The role of NRC includes the areas laid out in Section 178 of the Act
and Part D of Schedule II of the SEBI (LODR) Regulations, 2015. The Board of Directors on
recommendation of the NRC has adopted a policy for evaluation of the Board, its
committees. Nomination & Remuneration Policy has been framed, adopted and implemented
by the Nomination and Remuneration Committee, with broad objectives, for determining and
recommending the remuneration of the Directors, KMP and Senior Management to the Board.
NOMINATION AND REMUNERATION COMMITTEE MEETINGS HELD AND ATTENDANCE OF
DIRECTORS DURING THE YEAR 2023-24: -
Sr.
No. |
Date of Meeting |
Total No. of Directors |
Total No. of Directors
Present |
1 |
05 Jun 2023 |
4 |
4 |
2 |
03 Aug 2023 |
4 |
4 |
3 |
10 Feb, 2024 |
4 |
4 |
STAKEHOLDER'S RELATIONSHIP COMMITTEE
The composition of the Committee is in compliance with the provisions
of Section 178 of the Companies Act, 2013 and Regulation 20 SEBI (LODR) Regulations, 2015.
The Chairman of the Committee is a Non-Executive Independent Director.
COMPOSITION OF STAKEHOLDER'S RELATIONSHIP COMMITTEE OF THE COMPANY: *
Resignation of Mr. Rajesh M Mahtani (DIN: 00736091) from Directorship of the Company due
to expiry of Term of Independent Directorship of the Company w.e.f 31.03.2024.
**The composition of the Stakeholder's Relationship Committee has
been re-constituted by the Board Resolution passed in the meeting of the Board of
Directors held on 15th May 2024. Ms. Sonu A. Chowdhary was appointed as the Chairperson of
the Committee while Ms. Lata Lal Vasvani and Mr. Anand Shyam Mashruwala were appointed as
Members of the Stakeholder's Relationship Committee respectively.
STAKEHOLDER'S RELATIONSHIP COMMITTEE MEETINGS HELD AND ATTENDANCE OF
DIRECTORS DURING THE YEAR 2023-24:
Sr.
No. |
Date of Meeting |
Total No. of Directors |
Total No. of Directors
Present |
1 |
18 May 2023 |
3 |
3 |
2 |
03 Aug 2023 |
3 |
3 |
WHISTLE BLOWER POLICY / VIGIL MECHANISMS
The Company has a Whistle Blower Policy encompassing vigil mechanism
pursuant to the requirements of section 177(9) of the Act and regulation 22 of the SEBI
Listing Regulations. The whistle blower framework has been introduced with an aim to
provide employees, directors and value chain partners with a safe and confidential channel
to share their inputs about such aspects which are adversely impacting their work
environment. The policy/vigil mechanism enables directors, employees and value chain
partners to report their concerns about unethical behaviour, actual or suspected fraud or
violation of the Company's Code of Conduct or ethics policy and leak or suspected
leak of unpublished price sensitive information.
The detailed policy related to this vigil mechanism is available in the
Company's website at https://www.premcoglobal.eom/s/ Whistle-Blower-Policy.pdf.
CORPORATE SOCIAL RESPONSIBILITY:
The Company has a Policy on Corporate Social responsibility (CSR) duly
approved by the Board and the same has been hosted on Company's website at
https://www.premcoglobal. com/s/CSR-POLICY.pdf. The CSR budget for the Financial Year
2023-24 was prepared in accordance with the provisions of Section 135 (5) of the Companies
Act, 2013 read with the Company's CSR Policy. The amount so budgeted was fully spent
on or before 31st March, 2024, the detailed report on CSR Activities/ Initiatives is
enclosed as Annexure-3 to the report.
RISK MANAGEMENT FRAMEWORK
The Company's risk management framework is based on a clear
understanding of various risks, disciplined risk assessment and measurement procedures and
continuous monitoring. The procedures established for this purpose are continuously
benchmarked with industry best practices. The Board of Directors takes utmost care in
managing all the risks assumed by the Company. The Board reviews the level and direction
of major risks pertaining to market, liquidity, operational, compliance, and capital at
risk as part of risk profile overview.
The Company's business faces various risks - strategic as well as
operational in respect of all its Divisions. The Company has an adequate risk management
system, which takes care of identification, assessment and review of risks as well as
their mitigation plans put in place by the respective risk owners. The risks which were
being addressed by the Company during the year under review included risks relating to
market conditions, environmental, information technology etc. The Company has developed
and implemented the structured framework for proactive management of all risks related to
the business of the Company and to make it more certain that growth and earnings targets
as well as strategic objectives are met.
In the opinion of the Board, there is no such element of risk which may
threaten the present existence of the Company.
AUDITORS
STATUTORY AUDITORS
M/s. S. P. Jain & Associates, Chartered Accountants, Mumbai (ICAI
Firm Registration No. 103969W) were appointed as Statutory Auditors of the Company
pursuant to the provisions of Section 139(8) and other applicable provisions, if any, of
the Companies Act, 2013 as amended from time to time or any other law for the time being
in force (including any statutory modification or amendment thereto or re-enactment
thereof for the time being in force), till the conclusion of the 43rd Annual General
Meeting of the Company to be held in the year 2027, at such remuneration plus applicable
Tax, out of Pocket Expenses in connection with the audit as the Board of Directors of the
Company may fix in this behalf in consultation with the Auditors.
SECRETARIAL AUDITORS
During the year, Secretarial Audit was carried out by M/s. Sanjay
Dholakia & Associates (Membership No. F2655), a firm of Company Secretaries in
Practice, the Secretarial Auditor of the Company for the financial year 2023-24, Pursuant
to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014. The observations of the Secretarial
Auditor are self-explanatory. The detailed report on the Secretarial Audit is annexed
herewith (Annexure-4).
After closure of Financial Year, the Company has appointed M/s. Abbas
Lakdawala & Associates LLP, a firm of Company Secretaries in Practice as the
Secretarial Auditor of the Company for the financial year 2024-25.
COST AUDIT
The provisions of Cost audit as prescribed under Section 148 of the
Companies Act, 2013 are not applicable to the Company.
INTERNAL FINANCIAL CONTROLS
Internal Financial Controls laid down by the Company is a systematic
set of controls and procedures to ensure orderly and efficient conduct of its business
including adherence to the Company's policies, safeguarding of its assets, prevention
and detection of frauds and errors, accuracy and completeness of the accounting records
and timely preparation of reliable financial information. Internal financial controls not
only require the system to be designed effectively but also to be tested for operating
effectiveness periodically.
The Board is of the opinion that internal financial controls with
reference to the financial statements were tested and reported adequate and operating
effectively. The internal financial controls are commensurate with the size, scale and
complexity of operations.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS
COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and Regulation
17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Board has carried out an annual performance evaluation of its own performance, the
directors individually, the Independent Directors, the Chairman as well as the evaluation
of the working of its Audit, Nomination & Remuneration and other Committees. The same
is found to be satisfactory.
In a separate meeting of Independent directors, performance of non -
independent directors, performance of the Board as whole and performance of chairman was
evaluated, taking into account views of the executive director and non - executive
directors.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details Loans, guarantees and Investments covered under the provisions
of Section 186 of the Companies Act, 2013 are given in the notes to financial statements..
PUBLIC DEPOSITS
The Company has not accepted any deposits within the meaning of
Companies Act, 2013 and the Rules made thereunder from public and as such, no amount on
account of principal or interest on deposits from public was outstanding as on the date of
Balance Sheet.
CORPORATE GOVERNANCE AND COMPLIANCE OF SECRETARIAL STANDARDS
The Company is adhering to good corporate governance practices in every
sphere of its operations. The Company has complied with the Corporate Governance
requirements under the Companies Act, 2013 and as stipulated under Regulations 17 to 27 of
the SEBI Listing Regulations) read with schedule II thereof. A separate report on
Corporate Governance forms part of this Report along with the Certificate from the
Practicing Company Secretary confirming compliance with the conditions of Corporate
Governance.
The Company has complied with the Secretarial Standards issued by
Institute of Company Secretaries of India on Meeting of Board of Directors and General
Meetings.
MANAGEMENT DISCUSSION AND ANALYSIS
In terms of the provisions of Regulation 34 of the Listing regulations,
the Management's discussion and analysis report is annexed to the Annual report.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Efforts persists in the Company's endeavor to work deeply on the
conservation of energy and water across all its manufacturing facilities as well as
corporate office at Mumbai.
The information as required under Section 134(3)(m) of the Companies
Act, 2013 read with applicable rules of the Companies Act, 2013 with respect to
conservation of energy, technology absorption and foreign exchange earnings is given
below:
A. Conservation of Energy:
Efforts persists in the Company's endeavor to work deeply on the
conservation of energy and water across all its manufacturing facilities as well as
corporate office at Mumbai.
The information as required under Section 134(3)(m) of the Companies
Act, 2013 read with applicable rules of the Companies Act, 2013 with respect to
conservation of energy, technology absorption and foreign exchange earnings is given
below:
1. The steps taken or impact on conservation of energy
Conservation of energy is of utmost significance to the Company. Every
effort is made to ensure optimum use of energy by using energy- efficient computers,
processes and other office equipment. Constant efforts are made through regular/
preventive maintenance and upkeep of existing electrical equipment to minimize breakdowns
and loss of energy.
2. The steps taken by the Company for utilizing alternate sources of
energy
Company manufactures Micro Elastic tapes. These tapes require less
finishing and hence less energy is consumed by heated drums.
3. The capital investment on energy conservation equipments
As explained in point No.2 above the Company do not propose any major
capital investment on energy conservation equipment's because the existing
arrangement are sufficient to cater the company need and are cost effective.
Your Company firmly believes that our planet is in need of energy
resources and conservation is the best policy.
B. Technology Absorption:
1. The efforts made towards technology absorption:
The Company made significant efforts towards up- gradating / modifying
machines and latest technology for better productivity to reduce operating costs and
wastages.
2. The benefits derived like product improvement, cost reduction,
product development or import substitution:
The improved efficiency in production has resulted in substantial cost
reduction due to lower wastages. The Company is endeavor to deliver best quality products
at a lower cost.
3. In case of imported technology (imported during the last three years
reckoned from the beginning of the financial year):
Company imported new technology/looms in Umbergaon Unit during current
Financial Year for augment and higher capacity.
Particulars |
% increase in remuneration |
Mr. Ashok B. Harjani, Managing
Director |
- |
Mr. Lokesh P. Harjani, Whole
Time Director |
- |
Mrs. Nisha P. Harjani,
Director and CFO |
- |
Mrs. Sonia A. Harjani,
Director |
- |
Mr. R. C. Panwar, CEO |
- |
Ms. Gayatri Kashela Company
Secretary |
8.85% |
C. Foreign exchange Earnings and Outgo:
The Foreign Exchange earned in terms of actual inflows during the year
and the Foreign Exchange outgoes during the year are:
(Rs. In Lakhs)
PARTICULARS |
2023-24 |
2022-2023 |
Foreign Exchange Earning |
3,274.29 |
4,375.47 |
Foreign Exchange Outgo |
|
|
- Raw Materials & Spares |
4.44 |
- |
- Capital Goods |
27.70 |
3.09 |
- Travelling |
72.17 |
60.79 |
- Conveyance |
10.55 |
- |
- Insurance Charges |
- |
0.09 |
- Advertisement Expenses |
- |
- |
- Professional Fees |
106.19 |
92.21 |
PARTICULARS OF EMPLOYEES
A. Details of the ratio of the remuneration of each director to the
median employee's remuneration and other details as required pursuant to Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
Name of the Director |
Ratio of remuneration to
median remuneration to all
employees |
% increase in remuneration in
the
financial year |
EXECUTIVE DIRECTORS: |
|
|
Mr. Ashok B. Harjani (Chairman
& Managing Director) |
41.04 |
|
Mr. Lokesh P. Harjani (Whole
Time Director) |
31.24 |
- |
Mrs. Nisha P. Harjani
(Director and CFO) |
18.49 |
- |
Mrs. Sonia A. Harjani
(Director) |
1.05 |
- |
CHIEF EXECUTIVE OFFICER: |
|
- |
Mr. R. C. Panwar |
17.85 |
- |
COMPANY SECRETARY: |
|
|
Ms. Gayatri Kashela |
2.08 |
8.85% |
B. The percentage increase in remuneration of each Director, Chief
Financial Officer, Chief Executive Officer, Company Secretary..
- Independent Directors are given only sitting fees.
C. Percentage increase in the median remuneration of employees in
financial year 10.68%..
D. The number of permanent employees as on 31st March, 2024 was 218.
E. Company has not made any public offer in the recent previous and
accordingly the comparison of public offer price and current market price would not be
relevant.
F. Average percentile increases already made in the salaries of
employees other than the managerial personnel in last financial year and its comparison
with the percentile increase in managerial remuneration and justification thereof and
point out if there are any exceptional circumstances for increase in the managerial. :-
It can be seen that increase in managerial remuneration is quite
minimal as compared to last year, and the same has been approved by Nomination and
Remuneration Committee. Whereas the employee's remuneration has been increased as per
market trends and in line of trade.
G. No employee's remuneration throughout the year 2023-2024
exceeded Rupees One Crore and two Lakh or more per annum.
H. No employee employed for a part of the year is in receipt of
remuneration aggregating to Rupees Eight Lakhs Fifty thousand or more per month.
I. Any shareholder interested may write to the Company Secretary for
obtaining the statement containing particulars of employees as required under Section
197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. Further, the report and the accounts are being sent to
the members excluding the aforesaid. The same is also open for inspection at the
Registered Office of the Company.
J. No employee's remuneration was in excess of the remuneration
drawn by the managing director or whole-time director or manager and does not hold by
himself or along with his spouse and dependent children, any equity shares more than 2% of
the company.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors would like to assure the members that the Financial
Statements, for the year under review, conform in their entirety to the requirements of
the Companies Act, 2013.
Pursuant to Section 134(3)(c)) of the Companies Act 2013, your
Directors, to the best of their knowledge and belief confirm that:
in the preparation of the annual accounts for the year ended
31st March 2024, the applicable accounting standards have been followed along with proper
explanation relating to material departures; if any;
the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the company as at March 31,2024and
of the profit and loss of the company for that period;
the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of Companies
Act, 2013 preventing and detecting fraud and other irregularities;
the annual accounts have been prepared on a going concern basis;
that proper internal financial controls were in place and that
the financial controls were adequate and were operating effectively; and
the Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were adequate and
operating effectively.
LISTING OF SHARES
The Company's shares are listed at BSE Ltd. and the Company has
paid Listing fees to BSE Limited.
INSURANCE
All the assets of the Company are adequately insured, wherever
required.
HUMAN RESOURCES
The Company treats its "human resources" as one of the most
important assets. The Management of the Company lays continuous focus on human resources,
who are trained and updated on various issues from time to time to attain the required
standards.
The correct recruitment practices are in place to attract the best
technical manpower to ensure that the Company maintains its competitive position with
respect to execution. Your company continuously invests in attraction, retention and
development of talent on an ongoing basis.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
Your Company has zero tolerance for sexual harassment at workplace and
has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at
Workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (PoSH Act') and Rules framed
thereunder. All employees (including trainees, apprentices and probationers) of the
Company at all its locations are covered in this policy. Your Company holds a strong
commitment to provide a safe, secure and productive work environment to all its employees.
The Company strives to ensure that every employee is informed and compliant with all
statutory policies and practices. PoSH awareness and sensitization are an integral part of
this process.
Your Directors state that during the year under review there were no
cases filed/pending.
TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)
In compliance with the provisions of Section 124 (5) of the Companies
Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, a sum of Rs. 4.17 Lakhs & Rs.1.31 Lakhs being the dividend
lying unclaimed out of the dividend declared by the Company for the Financial Year
2015-2016 were transferred to IEPF on June 12, 2023 and November 16, 2023 respectively.
The details of the said unclaimed dividend transferred is available at the website of the
Company at https://www.premcoglobal.com/investors.
Similarly, During the period under review 1200 Equity Shares pertaining
to financial year 2015-2016 have been transferred to IEPF authorities on 3rd August 2023
vide Corporate Action in compliance with the provisions of Section 124 of the Companies
Act, 2013 and Rule 6 of Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 after sending letters to those Shareholders and
also making an advertisement in the newspapers in this regard. Details of these shares
transferred to IEPF are available on the website of the Company at https://www.premcoglobal.com/investors
OTHER DISCLOSURE
ACKNOWLEDGEMENTS
Your Directors would like to express their grateful appreciation for
the assistance and co-operation received from all organizations connected with its
business and record a deep sense of appreciation for the committed services of Staff of
the Company. Your Directors are also deeply grateful for the confidence and faith shown by
the Shareholders of the Company in them.
> Your Company has not issued any shares with differential voting.
> There was no revision in the financial statements from the end of
the Financial Year to date of the Directors Report.
> Your Company has not issued any sweat equity shares.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS
AS AT THE END OF THE FINANCIAL YEAR:-
There was no application made or no proceeding pending under the
Insolvency and Bankruptcy Code, 2016 during the year.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
As Company has not done any one-time settlement during the year under
review hence no disclosure is required.
ANNEXURE1 Form AOC-1
(Pursuant to first proviso to sub-section (3) of section 129 read with
rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of
the financial statement of subsidiaries/associate companies/joint ventures
Part "A": Subsidiaries
(Information in respect of each subsidiary to be presented with amounts
in Rs. in Lakhs)
Sl. No. Particulars |
Details |
1. Name of the subsidiary |
Premco Global Vietnam Co. Ltd. |
2. Reporting period for the
subsidiary concerned, if different from the holding company's reporting period |
January 1,2023 to December
31,2023 |
3. Reporting currency and
Exchange rate as on the last date of the relevant Financial year in the case of foreign
subsidiaries |
VND = Rs. 1 = 297.55 VND |
4. Share capital |
540.23 |
5. Reserves & surplus |
3,728.47 |
6. Minority Interest |
0.00 |
7. Total assets |
4,662.18 |
8. Total Liabilities |
4,662.18 |
9. Investments |
0.00 |
10. Turnover |
4,181.97 |
11. Profit before taxation |
540.36 |
12. Provision for taxation |
107.69 |
13. Profit after taxation |
432.67 |
14. Proposed Dividend |
0.00 |
15. % of shareholding |
100% |
16. Country |
Vietnam |
ANNEXURE 2
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the
Companies Act, 2013 and Rule 8(2) of the Companies (Accounts)
Rules, 2014)
1. Details of contracts or arrangements or transactions not at
arm's length basis: Premco Global Limited has not entered into any
contract/arrangement/transaction with its related parties which are not at arms length
basis during FY 2023-24.
2. Details of material contracts or arrangement or transactions at
arm's length basis: (Rs. in Lackh)
Name(s) of the related party |
Premco Global Vietnam Company
Limited |
Mrs. Ahillya A. Harjani |
Mr. Andrew Harding |
Nature of relationship |
Subsidiary Company |
Relative of Director |
Relative of Director |
Nature of contracts /
arrangements / transactions |
Sale to Subsidiary |
Remuneration |
Remuneration |
Duration of the contracts /
arrangements / transactions |
|
|
- |
Salient terms of the
contracts or arrangements or transactions including the value, if any (in Lacs) |
Value - Rs. 756.81 |
Value - Rs. 0.56 |
Value - Rs. 25.16 |
Date(s) of approval by the
Board, if any |
18.05.2023 |
18.05.2023 |
18.05.2023 |
Amount paid as advances, if
any |
NA |
NA |
NA |
(ANNEXURE 3)
ANNUAL REPORT ON CSR ACTIVITIES
1. ANNUAL REPORT ON CSR ACTIVITIES
Premco Global Limited's key focus areas of CSR are providing
healthcare services, education, sports, providing medical facilities and food facilities
to needy students & orphans and social welfare activities.
2. Composition of CSR Committee:
Sl. No. Name of
Director |
Designation/ Nature of
Directorship |
Number of meetings of CSR
Committee held during the year |
Number of meetings of CSR
Committee attended during the year |
1 Mr. Rajesh M. Mahtani |
Independent Director-Chairman
- CSR Committee |
1 |
1 |
2 Mr. Ashok B. Harjani |
Managing Director |
1 |
1 |
3 Mr. Lokesh P. Harjani |
Whole-Time Director |
1 |
1 |
4 Ms. Sonu A. Chowdhary |
Independent Director |
1 |
1 |
* Cessation of Mr. Rajesh M Mahtani (DIN: 00736091) from Directorship
of the Company due to expiry of Term of Independent Directorship of the Company w.e.f.
31.03.2024.
3. Provide the web-link where Composition of CSR committee, CSR Policy
and CSR projects approved by the board are disclos
ed on the website of the company : CComposition of the CSR
committee shared above and is available on the Company's website on
https://www.premcoglobal.com/s7Committees-WEBSITE.pdf
CSR policy: https://www.premcoglobal.com/s7CSR-POLICY.pdf
CSR projects: https://www.premcoglobal.com/social-responsibility
4. Provide the details of Impact assessment of CSR projects carried out
in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility
Policy) Rules, 2014, if applicable (attach the report) : NA
5. Details of the amount available for set off in pursuance of sub-rule
(3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and
amount required for set off for the financial year, if any: NA
Financial Year |
Amount available for
set-off from preceding financial years (in Rs) |
Amount required to be set-
off for the financial year, if any (in Rs) |
2022-23 |
3.55 |
3.55 |
TOTAL |
3.55 |
3.55 |
6. Average net profit of the company as per section135(5): Rs.
976.30 Lakhs
7. (a) Two percent of average net profit of the company as per
section135(5) : Rs. 19.53 Lakhs
(b) Surplus arising out of the CSR projects or programmes or activities
of the previous financial years.: Nil
(c) Amount required to be set off for the financial year, if any: 3.55
Lakhs
(d) Total CSR obligation for the financial year (7a+7b- 7c) : Rs.
15.98 Lakhs
7. (a) CSR amount spent or unspent for the financial year: Rs. 16.90
Lakhs
Total Amount Spent
for the Financial Year.
(Rs. In Lakhs) |
Amount Unspent
(Rs. In Lakhs) |
Total Amount
transferred to Unspent CSR Account as per section 135(6). |
Amount
transferred to any fund specified under Schedule VII as per second proviso to section
135(5). |
Amount. |
Date of transfer. |
Name of the Fund |
Amount. |
Date of transfer. |
Rs. 16.90 Lakhs |
NIL |
NIL |
NIL |
NIL |
NIL |
c) Details of CSR amount spent against other than ongoing projects for
the financial year: Rs. in Lacs
Sr. No. CSR
project |
Item from the list of
activities in schedule VII to the Act. |
Local Area Yes / No |
State and District |
Amount Spent for the
Project |
Mode of Implementation
Direct (Yes or No) |
Amount Spent direct or
through implementing agency |
CSR
Registration
Number |
1 To Promote
Education |
Child Education |
No |
Thane,
Maharashtra |
4.80 |
Yes |
ST. GONSALO GARCIA ASHRAM |
CSR00024069 |
2 To Promote Sports |
Sports |
No |
Hyderabad,
Telangana |
3.60 |
Yes |
PULLELA GOPICHAND
BADMINTON FOUNDATION |
CSR00001555 |
3 To Promote Sports |
Sports |
No |
Thane,
Maharashtra |
0.50 |
Yes |
THANE CITY & DISTRICT
BADMINTON ASSOCIATION |
CSR00012940 |
4 Social Upliftment |
To Promote Medical &
Healthcare |
No |
Chennai,
Tamilnadu |
7.50 |
Yes |
RAYS EDUCATIONAL TRUST |
CSR00049840 |
5 Social Upliftment |
To Promote Medical &
Educational |
Yes |
Mumbai,
Maharshtra |
0.50 |
Yes |
LIONS CLUB OF MUMBAI HERITAGE
GALAXY |
CSR00013471 |
TOTAL AMOUNT SPENT |
|
|
16.90 |
|
|
|
(b) Details of CSR amount spent against ongoing projects for the
financial year: NA
(1) (2) |
(3) |
(4) |
(5) |
(6) |
(7) |
(8) |
(9) |
(10) |
(11) |
Sl. No. Name of
the Project. |
Item from the list of
activities in
Schedule VII to the Act. |
Local area (Yes / No). |
Location of the
project. |
Project
duration. |
Amount allocated for the
project (in Rs.). |
Amount spent in the
current financial Year (in Rs.). |
Amount
transferred
to
Unspent CSR Account for the project as per Section 135(6) (in Rs.). |
Mode of Implementation
Direct (Yes / No). |
Mode of
Implementation - Through Implementing Agency |
|
|
|
State |
District |
|
|
|
|
|
Name |
CSR
Registration
number |
1 |
|
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
TOTAL |
|
|
|
|
|
|
|
|
|
|
|
d) Amount spent in Administrative Overheads: Nil
e) Amount spent on Impact Assessment, if applicable: Nil
f) Total amount spent for the Financial Year (8b+8c+8d+8e): Rs. 16.90
Lakhs
g) Excess amount for set off, if any: Rs. 0.92 Lakhs
Sl. No. Particular |
Amount (Rs. In Lakhs) |
(i) Two percent of average net
profit of the company as per section 135(5) |
19.53 |
(ii) Total amount spent for the
Financial Year |
16.90 |
(iii) Amount required to be set
off for the financial year, if any |
3.55 |
(iv) Excess amount spent for the
financial year [(iii)+(ii)-(i)] |
0.92 |
(v) Surplus arising out of the
CSR projects or programmes or activities of the previous financial years, if any |
Nil |
(vi) Amount available for set off
in succeeding financial years [(iv)-( v)] |
0.92 |
9. (a) Details of Unspent CSR amount for the preceding three financial
years: NA
Sl. No.
Preceding Financial Year. |
Amount
transferred to Unspent CSR Account under section 135 (6) (in Rs.) |
Amount spent in
the reporting Financial Year (in Rs.). |
Amount
transferred to any fund specified under Schedule VII as per section 135(6), if any. |
Amount
remaining to be spent in succeeding financial years. (In Rs.) |
Name of the Fund |
Amount (in Rs). |
Date of transfer. |
1 |
|
|
|
|
|
|
2 |
|
|
|
|
|
|
3 |
|
|
|
|
|
|
TOTAL |
|
|
|
|
|
|
(b) Details of CSR amount spent in the financial year for ongoing
projects of the preceding financial year(s): NA
(1) (2) |
(3) |
(4) |
(5) |
(6) |
(7) |
(8) |
(9) |
Sl. No. Project
ID. |
Name of the Project. |
Financial Year in Which the
project was commenced. |
Project
duration. |
Total amount allocated for
the project (in Rs.). |
Amount spent on the
project in the reporting Financial Year (in Rs). |
Cumulative amount spent at
the end of reporting Financial Year. (In Rs.) |
Status of the project
Completed
/Ongoing. |
1 |
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
TOTAL |
|
|
|
|
|
|
|
10. In case of creation or acquisition of capital asset, furnish the
details relating to the asset so created or acquired through CSR spent in the financial
year (asset-wise details)
(a) Date of creation or acquisition of the capital asset(s) : None
(b) Amount of CSR spent for creation or acquisition of capital asset : nil
(c) Details of the entity or public authority or beneficiary under
whose name such capital asset is registered, their address etc. : Not Applicable
(d) Provide details of the capital asset(s) created or acquired
(including complete address and location of the capital
asset) : Not Applicable
11. Specify the reason(s), if the company has failed to spend two per
cent of the average net profit as per Section 135(5):
Not Applicable
Form No. MR-3
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st
MARCH 2024
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of
the Companies (Appointment and Remuneration of
b. The Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015;
c. The Securities and Exchange Board of India
(Share Based Employee Benefits & Sweat Equity) Regulations, 2021;
d. The Securities and Exchange Board of India
(Registrars to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client;
e. The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulation, 2015.
2. The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 (SEBI Act') were not
applicable to the Company during the year under review.
f. The Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulations, 2021;
g. The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021;
h. The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018;
i. The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018;
vi. Other Regulatory provisions/laws applicable to the
Company are:-
a. Custom Act 2013
b. Foreign Trade Policy 2015-2020
c. Excise laws and Other State Vat Laws applicable
d. Labour Laws and other incidental laws related to labour and
employees
e. Shop and Establishment Act & Rules (State wise)
f. Acts prescribed under prevention and control of pollution and
environmental protection
Managerial Personnel) Rules, 2014]
To,
The Members,
PREMCO GLOBAL LIMITED CIN: 18100MH1986PLC040911
Mumbai
I have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by PREMCO GLOBAL
LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner
that provided us a reasonable basis for evaluating the corporate conducts/statutory
compliances and expressing our opinion thereon.
Based on my verification of the Company's books, papers, minute
books, forms and returns filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorised representatives
during the conduct of secretarial audit of the Company, I hereby report that in my
opinion, the Company has, during the audit period covering the Financial Year ended on 31st
March 2024 complied with the statutory provisions listed hereunder and also that the
Company has proper Board-processes and compliance- mechanism in place to the extent, in
the manner and subject to the reporting made hereinafter.
I have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the Financial Year ended on 31 st
March, 2024 according to the provisions of:
i. The Companies Act, 2013 (the Act) and the rules made thereunder;
ii. The Securities Contracts (Regulation) Act, 1956 (SCRA')
and the rules made thereunder;
iii. The Depositories Act, 1996 and the Regulations and Byelaws framed
thereunder;
iv. The Foreign Exchange Management Act, 1999 and the rules and
regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings;
v. 1. The following Regulations prescribed under the
Securities and Exchange Board of India Act, 1992 (SEBI Act')
and which are applicable to the Company: -
a. The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011;
I have also examined compliance with the applicable clauses of the
Secretarial Standards issued by The Institute of Company Secretaries of India
During the period under review, the Company has complied with the
applicable provisions of the Act, Rules, Regulations and Guidelines Standards mentioned
above except in respect of the following:
a) The Company has delayed in filling disclosure of related party
transactions on consolidated basis under Regulation 23(9) of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Due to late
submission in filling, Bombay Stock Exchange has levied fine of Rs. 10000/- on the listed
entity.
b) The Company has delayed in filling disclosure under Regulation 31(4)
of Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011.
I further report & confirm that the company has maintained
Structured Digital Database in compliance with the Regulation 3(5) and 3(6) of Securities
and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 for the
year ended 31.03.2024.
I further report that:
The Board of Directors of the Company is duly constituted with proper
balance of Executive Directors, Non-Executive Directors and Independent Directors. The
changes in the composition of the Board of Directors that took place during the period
under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at least seven days in advance,
and a system exists for seeking and obtaining further information and clarifications on
the agenda items before the meeting and for meaningful participation at the meeting.
Majority decisions of the Board are carried out unanimously as recorded
in the minutes of the meetings of the Board of Directors.
I further report that there are adequate systems and processes in the
company commensurate with the size and operations of the company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
This Report is to be read with our letter of even date which is annexed
as Annexure A and forms an integral part of this Report.
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015)
To,
The Members of PREMCO GLOBAL LIMITED,
I have examined the relevant disclosures received from the Directors
(as enlisted in Table A) to PREMCO GLOBAL LIMITED having CIN
L18100MH1986PLC040911 and having registered office at Urmi Estate, Tower-A, 11th
floor, 95, Ganpatrao Kadam Marg, Lower Parel (W), Mumbai 400013 (hereinafter referred to
as the Company'), for the purpose of issuing this certificate, in accordance
with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015.
In my opinion and to the best of my information and according to the
verifications (including Directors Identification Number (DIN) status at the portal
www.mca.gov.in) as considered necessary and based on the disclosures of the Directors, I
hereby certify that none of the Board of Directors (as enlisted in Table A) have been
debarred or disqualified from being appointed or continuing as Directors of the Companies
by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such
other Statutory Authority for the period ended as on 31st March, 2024.
Sr. No. Name
of Director |
DIN |
Date of Appointment in
Company |
1. Mr. Lalit Doulat Advani (
Director) |
00308138 |
28/05/2019 |
2. Mr. Ashok Bhagwandas
Harjani (Managing Director) |
00725890 |
01/04/2015 |
3. Mr. Rajesh Mohan Mahtani
(Director) |
00736091 |
30/12/2005 |
4. Mrs. Nisha Prem Harjani
(Director) |
00736566 |
02/11/2015 |
5. Mr. Prem Indur Gidwani
(Director) |
01220570 |
03/11/2012 |
6. Mr. Lokesh Prem Harjani
(Whole-time Director) |
01496181 |
01/04/2015 |
7. Ms. Sonu Aildas Chowdhary
(Director) |
07153810 |
10/04/2015 |
8 Mrs. Sonia Ashok Harjani
(Director) |
01220774 |
02/11/2015 |
9. Mrs. Lata Lal Vasvani
(Director) |
07672964 |
10/02/2024 |
10. Mr. Anand Shyammashruwala |
10491638 |
10/02/2024 |
* Resignation of Mr. Rajesh M Mahtani (DIN: 00736091) and Mr. Prem I
Gidwani (DIN: 01220570) from Directorship of the Company due to expiry of Term of
Independent Directorship of the Company w.e.f 31.03.2024.
* Mr. Anand Shyam Mashurwala (DIN: 10491638) and Mrs. Lata Lal Vasvani
(DIN: 07672964) has been appointed as Non- Executive Independent Director w.e.f 10.02.2024
and has been regularized through postal ballot held on 04.05.2024.
Table A
ANNUAL SECRETARIAL COMPLIANCE REPORT OF PREMCO GLOBAL LIMITED FOR THE
YEAR ENDED 31st MARCH, 2024
(Pursuant to Regulation 24A(2) SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015 read with circular
dated 8th February 2019 issued by SEBI)
To,
PREMCO GLOBAL LIMITED CIN: L18100MH1986PLC040911
Urmi Estate, Tower-A, 11th Floor, 95 Ganpatrao Kadam Marg,
Lower Parel (W), Mumbai, Maharashtra, India, 400013
I Sanjay Dholakia, Practising Company Secretary have examined:
(a) all the documents and records made available to us and explanation
provided by PREMCO GLOBAL LIMITED ("the listed entity");
(b) the filings / submission made by the listed entity to the stock
exchanges;
(c) Website of the listed entity;
(d) any other document/ filing, as may be relevant, which has been
relied upon to make this report.
For the financial year ended 31st March, 2024 ("Review
Period") in respect of compliance with the provisions of:
(a) The Securities and Exchange Board of India Act ,1992 ("SEBI
Act") and the Regulations, circulars, guidelines issued thereunder; and
(b) The Securities Contract (Regulation) Act,1956 ("SCRA"),
rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the
Securities and Exchange Board of India ("SEBI Act");
The specific Regulations, whose provisions and the circulars /
guidelines issued thereunder, have been examined, include: -
(a) Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirement) Regulations,2015;
(b) Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirement) Regulations,2018;
(c) Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011;
(d) Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018; (Not Applicable during the review period);
(e) Securities and Exchange Board of India (Share Based Employee
Benefits & Sweat Equity) Regulations, 2021;
(f) Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulations, 2021;
(g) Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
(h) Securities and Exchange Board of India (Prohibition of Fraudulent
and Unfair Trade Practices relating to Securities Market) Regulations, 2003;
(i) Securities and Exchange Board of India (Depositories and
Participants) Regulations, 2018 and circulars / guidelines issued thereunder.
And based on the above examination, I hereby report that, during the
Review Period:
(a) The listed entity has complied with the provisions of the above
Regulations and circulars / guidelines issued thereunder, except in respect of matters
specified below: -
Sr. No. Compliance Requirement
(Regulations/ Circulars/ Guidelines including specific clause ) |
Regulation/ Circular No. |
Deviations |
Action
Taken
by |
Type of Action |
Details of Violation |
Fine
Amount |
Observations /Remarks Of The
Practicing Company Secretary |
Management
Response |
Remarks |
1 Regulation 23(9)
Non-compliance with disclosure of related party transactions on consolidated basis. |
Regulation 23(9)
Noncompliance with disclosure of related party transactions on consolidated basis. |
Late submission of disclosure
of related party transactions on consolidated basis under Regulation 23(9) |
BSE
Limited |
BSE Limited levied fine on the
Company |
Late submission of
disclosure of related party transactions on consolidated basis under Regulation 23(9) for
quarter ended September, 2023 |
10000/- |
Company has filled the same
with BSE Limited |
Company has filled the same
with BSE Limited |
|
2 Regulation 31(4) of Securities
And Exchange Board Of India (Substantial Acquisition Of Shares And Takeovers) Regulations,
2011 |
Regulation 31(4) of Securities
And Exchange Board Of India (Substantial Acquisition Of Shares And Takeovers) Regulations,
2011 |
Due date of filling
disclosure under regulation 31(4) of Securities And Exchange Board Of India (Substantial
Acquisition Of Shares And Takeovers) Regulations, 2011 and Company has filled the same on
Bombay after due date |
|
|
Due date of filling disclosure
under regulation 31(4) of Securities And Exchange Board Of India (Substantial Acquisition
Of Shares And Takeovers) Regulations, 2011 and Company has filled the same on BSE Limited
after due date |
|
The company has filled the same
with BSE Limited on 11.04.2023 |
The company has filled the same
with BSE Limited on 11.04.2023 |
|
b) The listed entity has taken the following actions to comply with the
observations made in previous reports :
Sr. No. Observations/
Remarks Of the Practicing Company Secretary in the previous reports) (PCS) ) |
Observations Made in the
Secretarial compliance report for the year ended 31.03.2023 |
Compliance Requirement
(Regulations/ circulars/ guidelines including specific clause) |
Details of violation /
Deviations and Actions taken / Penalty imposed, if any, on the listed entity |
Remedial actions, if any,
taken by the listed entity |
Comments of the PCS on the
Actions taken by the listed Entity |
1 The company is in the
process of appointing new company secretary who will act as new compliance officer of the
company |
The company is in the process
of appointing new company secretary who will act as new compliance officer of the company |
Reg. 6(1) of Securities And
Exchange Board OF India (listing Obligations and Disclosure Requirements) Regulations,
2015 relating to appointment of Qualified Company Secretary as Compliance officer of the
Company |
The company has not appointed
Qualified Company Secretary as Compliance officer of the Company consequent upon
resignation of earlier company Secretary & compliance officer of the company on
16.03.2023 |
Company appointed Ms. Gayatri
Sunderdas Kashela as Company Secretary w.e.f
05.06.2023 |
Company appointed Ms. Gayatri
Sunderdas Kashela as Company Secretary w.e.f
05.06.2023 |
(j) I hereby report that, during the review period the compliance
status of the listed entity with the following requirements:
Sr. no. Particulars |
Compliance
Status
(Yes/No/NA) |
Observation/Remarks by PCS |
1 Secretarial Standard: The
compliances of listed entity are in accordance with the applicable Secretarial Standards
(SS) issued by Institute of Company Secretaries of India (ICSI). |
Yes |
|
2 Adoption and timely updation of
the Policies: All applicable policies under SEBI Regulations are adopted with the
approval of board of directors of the listed entities. All the policies are in
conformity with SEBI Regulations and has been reviewed & timely updated as per the
regulations/circulars/guidelines issued by SEBI. |
Yes
Yes |
|
3 Maintenance and disclosures on
Website: The Listed entity is maintaining a functional website. Timely
dissemination of the documents/ information under a separate section on the website.
Web-links provided in annual corporate governance reports under Regulation 27(2)
are accurate and specific which re-directs to the relevant document(s)/ section of the
website. |
Yes
Yes
Yes |
|
4 Disqualification of Director:
None of the director(s) of the listed entity is/ are disqualified under Section 164 of
Companies Act, 2013 as confirmed by the listed entity |
Yes |
|
5 Details related to subsidiaries
of listed entities have been examined w.r.t.: |
N.A. |
The Company does not have
subsidiary/ material subsidiary. |
(a) Identification of material
subsidiary companies. |
Yes |
|
(b) Disclosure requirement of
material as well as other subsidiaries. |
|
|
6 Preservation of Documents: The
listed entity is preserving and maintaining records as prescribed under SEBI Regulations
and disposal of records as per Policy of Preservation of Documents and Archival policy
prescribed under SEBI LODR Regulations, 2015. |
Yes |
|
7 Performance Evaluation: The
listed entity has conducted performance evaluation of the Board, Independent Directors and
the Committees at the start of every financial year as prescribed in SEBI Regulations. |
Yes |
|
8 Related Party Transactions: (a)
The listed entity has obtained prior approval of Audit Committee for all Related party
transactions. (b) In case no prior approval obtained, the listed entity shall provide
detailed reasons along with confirmation whether the transactions were subsequently
approved/ ratified/ rejected by the Audit Committee. |
Yes
N.A. |
The Company has obtained prior
approval of Audit Committee for all Related party transactions |
9 Disclosure of events or
information: The listed entity has provided all the required disclosure(s) under
Regulation 30 along with Schedule III of SEBI LODR Regulations, 2015 within the time
limits prescribed thereunder. |
Yes |
|
10 Prohibition of Insider
Trading: The listed entity is in compliance with Regulation 3(5) & 3(6)SEBI
(Prohibition of Insider Trading) Regulations, 2015. |
Yes |
|
11 Actions taken by SEBI or Stock
Exchange(s), if any: No Actions taken against the listed entity/ its promoters/ directors/
subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating
Procedures issued by SEBI through various circulars) under SEBI Regulations and circulars/
guidelines issued thereunder. |
No |
Details of Action taken by
Stock Exchange against the listed entity is provided above in this certificate |
12 Resignation of statutory
auditors from the listed entity or its material subsidiaries: In case of resignation of
statutory auditor from the listed entity or any of its material subsidiaries during the
financial year, the listed entity and / or its material subsidiary(ies) has / have
complied with paragraph 6.1 and 6.2 of section V-D of chapter V of the Master Circular on
compliance with the provisions of the LODR Regulations by listed entities. |
NA |
|
13 Additional Non-compliances, if
any: No additional non-compliances observed for any SEBI regulation/circular/ guidance
note etc. except as reported above. |
Yes |
|
Assumptions & Limitation of scope and Review:
1. Compliance of the applicable laws and ensuring the authenticity of
documents and information furnished, are the responsibilities of the management of the
listed entity.
2. Our responsibility is to report based upon our examination of
relevant documents and information. This is neither an audit nor an expression of opinion.
3. I have not verified the correctness and appropriateness of financial
Records and Books of Accounts of the listed entity.
4. This Report is solely for the intended purpose of compliance in
terms of Regulation 24A (2) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and is neither an assurance as to the future viability of the listed
entity nor of the efficacy or effectiveness with which the management has conducted the
affairs of the listed entity.