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Directors Report of Premco Global Ltd.

Mar 31, 2017

To the Members,

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

1. FINANCIAL RESULTS (In Lakhs)

Standalone

Consolidated

2016-2017

2015-2016

2016-2017

2015-2016

Revenue from operations

6,972.40

7,392.87

7,420.60

7,352.69

Add : Other Income

102.39

259.15

70.26

262.12

Total Income

7,074.79

7,652.02

7,490.86

7,614.81

Less : Operating expenditure

5,208.01

5,377.40

5,714.94

5,343.57

EBDIT

1,866.78

2,274.62

1,775.92

2,271.24

Less : Depreciation& Interest

355.26

323.67

443.04

323.89

Profit before Tax

1,511.52

1,950.94

1,332.88

1,947.35

Less: Taxes

525.73

685.12

525.73

685.12

Profit for the year

985.79

1,265.82

807.15

1,262.23

Attributable to :

Shareholders of the Company

985.79

1,265.82

832.83

1,262.44

Non-controlling interests

N.A

N.A

(25.68)

(0.21)

Appropriations:

Dividend on Equity Shares (Excluding Tax)

99.14

99.14

99.14

16.52

Tax on Dividends

20.19

20.50

20.19

3.68

General Reserve

99.00

127.00

99.00

127.00

Earnings per share:

Basic

29.83

38.00

25.20

37.90

Diluted

29.83

38.00

25.20

37.90


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

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

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

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

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

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

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

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

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

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

4. SUBSIDIARY COMPANY

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

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

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

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

5. DIVIDEND:

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

6. RESERVES:

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

7. LOANS, GUARANTEE & INVESTMENTS:

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

8. MATERIAL CHANGES AND COMMITMENTS:

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

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

9. DEPOSITS:

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

10. AUDITORS:

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

11. AUDITOR’S REPORT AND SECRETARIAL AUDIT:

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

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

12. BOARD MEETINGS:

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

13. DIRECTORS’ RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

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

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A) Changes in Directors and Key Managerial Personnel

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

B) Declaration by Independent Director

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

C) Key Managerial Persons

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

15. BOARD EVALUATION

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

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

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

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

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

16. RISK MANAGEMENT POLICY:

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

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

17. RELATED PARTY TRANSACTIONS:

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

18. EXTRACT OF ANNUAL RETURN:

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

19. AUDIT COMMITTEE:

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

20. NOMINATION AND REMUNERATION COMMITTEE:

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

21. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

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

22. SIGNIFICANT AND MATERIAL ORDERS:

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

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

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

24. INTERNAL FINANCIAL CONTROLS:

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

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

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

A. Conservation of energy:

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

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

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

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

(iii) The capital investment on energy conservation equipments

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

B. Technology absorption:

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

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

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

(iii) The details of technology imported

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

26. MANAGERIAL REMUNERATION:

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

Name of the Director

Designation

Ratio of remuneration to median remuneration to all employees

Ashok B. Harjani

Chairman & Managing Director

28.91

Lokesh P. Harjani

Executive Director

14.32

Nisha P. Harjani

CFO & Director

13.02

Sonia A. Harjani

Director

0.95

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

Particulars

% increase in remuneration

Ashok B. Harjani, Managing Director

1.28

Lokesh P. Harjani, Executive Director

4.93

Nisha P. Harjani, CFO & Director

-

Sonia A. Harjani, Director

-

Devendra K. Jain, CEO-Project

-

Shantanu Dey, CEO

-

Harshakaur Hotsinghani, Company Secretary

51.13

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

Shantanu Dey, Chief Executive Officer- joined office from 15.07.2016

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

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

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

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

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

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

(Rs. In Lakhs)

Aggregate Remuneration of Key

214.57

Managerial Personnel (KMP)

Revenue

6,972.40

Remuneration of KMPs ( as % of revenue)

3.12

Profit Before Tax

1,511.52

Remuneration of KMP( as % of PBT)

14.20

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

(Rs. In Lakhs)

March 31,

March 31,

% change

Particulars

2017

2016

Market Capitalization

15,659.79

19,068.69

17.88

Price Earnings Ratio

15.89

15.07

5.44

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

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

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

(Rs. In Lakhs)

Ashok B. Harjani Managing Director

Lokesh P. Harjani Executive Director

Nisha P Harjani Chief Financial officer

Shantanu Dey Chief Executive officer

Devendra kumar Jain Chief Executive officer - P roject

Harshakaur Hotsinghani Company Secretary

Remuneration in FY 17

69.60

54.35

31.00

26.02

24.87

3.51

Revenue

6,972.40

Remuneration as % of revenue

1.00

0.78

0.44

0.37

0.36

0.05

Profit Before Tax (PBT)

1,511.52

Remuneration as % of PBT

4.60

3.59

2.05

1.72

1.65

0.23

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

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

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

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

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

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

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

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

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

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

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

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

29. CORPORATE GOVERNANCE:

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

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

31. ACKNOWLEDGEMENT:

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

For PREMCO GLOBAL LIMITED

ASHOK B.HARJANI

CHAIRMAN & MANAGING DIRECTOR

DIN - 00725890

Regd Office:

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

Andheri (East), Mumbai - 400 093.

Date: 09th May 2017

CIN: L18100MH1986PLC040911


Mar 31, 2016

2. PERFORMANCE:

To the Members,

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

1. FINANCIAL RESULTS

Standalone

Consolidated*

Particulars

2015-2016

2014-2015

2015-2016

In Lacs

In Lacs

In Lacs

Revenue from operations

7392.87

7227.69

7352.70

Operating expenditure

5118.25

5024.01

5081.46

Profit before Interest & Depreciation

2274.62

2,203.68

2271.24

Less: Depreciation

220.60

236.80

220.60

Interest

103.09

108.95

103.30

Profit before Tax

1950.93

1,857.93

1947.34

Provision for - Current Tax

727.39

677.00

727.39

- Deferred Tax

(42.28)

(24.57)

(42.28)

Net Profit after Tax / Surplus Available for appropriation

1,265.82

1,205.50

1262.23

Minority Interest

-

-

(0.21)

Profit after minority interest

-

-

1262.44

Less Appropriation:

Proposed Dividend (Excluding Tax)

16.52

88.05

16.52

Tax on proposed Dividend

3.68

17.61

3.68

Interim Dividend (Excluding Tax)

82.62

-

82.62

Tax on Interim Dividend

16.82

-

16.82

Transfer to General reserve

127.00

121.00

127.00

Surplus as per Profit & Loss A/c.

1019.18

978.84

1015.80

Total

1265.82

1,205.50

1262.44

* Consolidated Comparatives for Previous Year - N/A

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

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

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

3. SUBSIDIARY COMPANY

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

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

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

4. DIVIDEND:

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

5. RESERVES:

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

& Loss Account.

6. LOANS, GUARANTEE & INVESTMENTS:

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

7. MATERIAL CHANGES AND COMMITMENTS:

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

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

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

8. DEPOSITS:

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

9. AUDITORS:

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

10. SECRETARIAL AUDIT:

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

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

11. SHARE CAPITAL:

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

12. BOARD MEETINGS:

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

13. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

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

14. CONSOLIDATED ACCOUNTS

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

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

B) Declaration by Independent Director

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

C) Key Managerial Persons

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

16. Board evaluation

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

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

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

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

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

17. RISK MANAGEMENT POLICY:

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

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

18. RELATED PARTY TRANSACTIONS:

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

19. EXTRACT OF ANNUAL RETURN:

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

20. AUDIT COMMITTEE:

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

21. NOMINATION AND REMUNERATION COMMITTEE:

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

22. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

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

B. Harjani and Mr. Lokesh Harjani as members.

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

23. SIGNIFICANT AND MATERIAL ORDERS:

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

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

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

25.INTERNAL FINANCIAL CONTROLS:

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

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

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

A. Conservation of energy:

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

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

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

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

(iii) The capital investment on energy conservation equipments

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

B. Technology absorption:

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

C. Foreign exchange earnings and Outgo:

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

PARTICULARS

2015-2016 In Lacs

2014-2015 In Lacs

Foreign Exchange Earning

4613.67

5243.71

Foreign Exchange Outgo

(Equivalent to Rupee value)

-Raw Materials & Spares

242.62

102.37

-Capital Goods

26.99

11.16

-Travelling

73.76

61.78

-Expenses for Export

81.23

53.08

-Seminar & Conference

-

0.80

-Insurance Charges

3.54

3.42

27. MANAGERIAL REMUNERATION:

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

Name of the Director

Designation

Ratio of

remuneration to median remuneration to all employees

Ashok B. Harjani

Chairman & Managing Director

3.85

Lokesh P. Harjani

Executive Director

7.77

Nisha P. Harjani

Director

8.55

Sonia A. Harjani

Director

140.63

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

Particulars

% increase in

remuneration

Ashok B. Harjani, Managing Director

61.81

Lokesh P. Harjani, Executive Director

48.88

Nisha P. Harjani, CFO & Director

1.44

Sonia A. Harjani, Director

-

Devendra Kumar Jain, Chief Excecutive Officer

-

Harshakaur Hotsinghani, Company Secretary

-

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

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

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

c) Harshakaur Hotsinghani, Company Secretary was appointed on 22.06.2015

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

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

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

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

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

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

Aggregate Remuneration of Key Managerial Personnel (KMP)

179.51

Revenue

7,392.87

Remuneration of KMPs ( as % of revenue)

2.43%

Profit Before Tax

1,950.93

Remuneration of KMP( as % of PBT)

9.20%

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

March 31,

March 31,

% change

Particulars

2016

2015

Market Capitalization

19,068.69

10,842.97

75.86

Price Earnings Ratio

15.07

8.99

67.63

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

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

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

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

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

Ashok B. Harjani Managing Director

Lokesh P. Harjani Executive Director

Nisha P. Harjani Chief Financial officer

Devendra kumar Jain Chief Executive officer

Harshakaur

Hotsinghani

Company

Secretary

Remuneration in FY 16

68.72

51.79

31.74

22.6

2.32

Revenue

7392.87

Remuneration as % of revenue

0.93

0.70

0.43

0.31

0.03

Profit Before Tax (PBT)

1950.93

Remuneration as % of PBT

3.52

2.65

1.63

1.16

0.12


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

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

None of the Directors of the Company holds membership of more than 10 Board Committee or Chairmanships of more than 5 Board Committees.

(ii) Number of Board Meetings held, dates on which held:

The Board of Directors duly met four (7) times during the financial year from 1st April 2015 to 31st March 2016. The date as on which the meetings were held are as follows:

20th April 2015, 28th May 2015, 11th August 2015, 02nd November 2015, 05th December 2015, 03rd February 2016 & 19th March 2016.

The necessary Quorum was present for all the meetings.

L) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive in excess of the highest paid director during the year: None M) Affirmation that the remuneration is as per the remuneration policy of the Company

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

N) No employee''s remuneration throughout the year 2015 2016 exceeded remuneration aggregating ''60Lacs or more perannum.

O) No employee''s remuneration for the year 2015-2016 exceeded the remuneration of any Directors.

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

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

28. DETAILS OF SUBSIDIARY:

The Company has incorporated foreign subsidiary in Vietnam with a paid up capital of USD 10,00,000/- in which Premco Global Limited holds 85%.

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

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

30. CORPORATE GOVERNANCE:

The Company is adhering to good corporate governance practices in every sphere of its operations. The Company has taken adequate steps to comply with the applicable provisions of Corporate Governance as stipulated in Schedule V of the Listing Agreement entered into with the Stock Exchanges. A separate report on Corporate Governance forms part of this Report along with the Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the financial year under review as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges is set out in a separate section forming part of this Report as Annexure V.

32. ACKNOWLEDGEMENT:

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

For & on behalf of Board of Directors

Ashok B. Harjani.

Chairman & Managing Director

DIN-00725890

Place: Mumbai

Date: 30th May 2016


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 31st Annual Report of your Company and the Audited Accounts for the year ended 31 st March 2015.

2014-2015 2013-2014

1. FINANCIAL RESULTS: Rs. In Lacs Rs. In Lacs

Profit before Interest & Depreciation 2,203.68 1,486.01

Less: Depreciation 236.80 128.32

Interest 108.95 109.03

Profit before Tax 1,857.93 1,248.66

Provision for- Current Tax 677.00 450.57

- Deferred Tax (24.57) (14.24)

Net Profit after Tax / Surplus 1,205.50 812.33 Available for appropriation Less Appropriation:

Proposed Dividend 88.05 65.22

Tax on proposed Dividend 17.61 11.08

Transfer to General reserve 121.00 85.00

Surplus as per Profit & Loss A/c. 978.84 651.03

Total 1,205.50 812.33

2. PERFORMANCE:

During the year under review, the Company's revenue from operations stood at Rs. 7,227.69 Lacs as against Rs. 6,604.38 Lacs in the previous year. The Company has earned a Net profit after Tax of Rs. 1,205.50 Lacs as compared to the Net Profit after Tax of Rs. 812.33 Lacs during the previous accounting year.

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

3. DIVIDEND:

Your Directors are pleased to recommend payment of Dividend of Rs. 2.70 per share on fully paid shares of 10/-each. Total cash outflow on account of this dividend payment including distribution tax will be Rs. 105.66 Lacs. The Dividend after approval by the shareholders at the forthcoming AGM will be paid to the eligible shareholder before 30th September 2015.

The dividend, if declared at the AGM, would be paid/ dispatched within thirty days from the date of declaration of dividend to those persons or their mandates:

* whose names appear as beneficial owners as at the end of the business hours on 25th August 2015 in the list of the Beneficial Owners to be obtained from the Depositories i.e. National Securities Depository Limited [NSDL] and Central Depository Services (India) Limited [CDSL], in respect of the shares held in electronic/ dematerialized mode; and

* whose names appear as Members in the Register of Members of the Company as on 25th August 2015, after giving effect to valid share transfers in physical forms lodged with the Company/ Registrar & Share Transfer Agents, in respect of the shares held in physical mode.

4. RESERVES:

As per recommendation by Board of Directors, an amount of Rs. 121 Lacs, is transferred to General reserve as per provisions of transferto Reserve rules.

5. LOANS, GUARANTEE & INVESTMENTS:

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

6. MATERIAL CHANGES AND COMMITMENTS:

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

7. DEPOSITS:

The details relating to deposits, covered under Chapter V of the Act,-

(a) accepted during the year Rs. 487.00 Lacs

(b) remained unpaid or unclaimed as at the end of the year; Nil

(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-

(i) at the beginning of the year ; Nil

(ii) maximum during the year; Nil

(iii) at the end of the year; Nil

8. AUDITORS:

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

9. SECRETARIAL AUDIT:

The Board of Directors have appointed M/s. Sanjay Dholakia & Associates, Practising Company Secretaries to conduct Secretarial Audit for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and the rules framed thereunder. The Secretarial Audit Report for the financial year 2014-15 forms part of the Directors' Report as Annexure IV.

10. OBSERVATIONS - AUDITOR & SECRETARIAL AUDITOR:

Statutory Auditor:

Auditors Qualification: During the year, the Company has accepted deposit from relatives of Directors, Associate Enterprise amounting to Rs. 487,00 Lacs in contravention with the provision of Section 73 to 76 of the Companies Act, 2013. The same has been fuily repaid within the current year and the outstanding balance as on 31st March 2015 is Rs. NIL. The Company has neither complied with the provision of section 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 nor with the directives issued by the Reserve Bank of India with regard to such deposits. As informed to us, there is no order passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or court or any other tribunal in respect of the said matter.

The Company has accepted loans from Directors and their relatives during the year under review and has repaid the same as on 31st March, 2015. These funds are required by the Company purely for working capital and were temporary in nature and hence the provisions related to Section 73and the Rules made thereunder were not followed. The Company is taking necessary steps for the same.

Secretarial Auditor:

1. Fixed Deposit- The Company has accepted loans from Directors and their relatives during the year under review and has repaid the same as on 31st March 2015. These funds are required by the Company purely for working capital and were temporary in nature and hence the provisions related to Section 73 and the Rules made thereunder were not followed. The Company is taking necessary steps forthe same.

2. Company Secretary- The Company has appointed Company Secretary on 30th March 2015 and could not complete the formalities of her appointment as she left the services effective from 8th April 2015, In view of the same, the necessary Forms and Returns were not filed with Registrar of Companies and also no intimation was given to BSE Limited.

3. Woman Director -The Company has appointed Woman Director with effective from 10th April, 2015 and thus complied with the provision of the same.

11. BOARD MEETINGS:

During the year under review, the Company has conducted 5 Board Meetings on 26th May 2014, 14th August 2014,15th November2014,13th February 2015.

12. DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) shall state that -

(i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The directors had prepared the annual accounts on a going concern basis;

(v) The directors, further state that they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A) Changes in Directors and Key Managerial Personnel Mr. Ashok Bhagwandas Harjani, (DIN 00725890) Managing Director of the Company, who is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, seek reappointment pursuant to Section 152 of the Companies Act, 2013. Further, there were no changes in Directors by way of appointment, re-designation, death or disqualification, variation made or withdrawn

B) Declaration by Independent Director

The Company has received necessary declarations from each independent director under section 149(7) of the Companies Act, 2013 that he meets the criteria of Independence laid down in section 149(6) of the Companies Act, 2013 and clause 49 of Listing agreement.

14. RISK MANAGEMENT POLICY:

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

15. RELATED PARTYTRANSACTIONS:

All transactions entered into with related party as defined under Section 188(3) of the Companies Act, 2013 and Clause 49 of the Listing agreement during the financial year were in the Ordinary course of business and on arms length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS 18) has been made in the notes to the Financial Statements and in prescribed Form No. AOC -2, is appended as Annexure V to the Board's Report.

16. EXTRACT OF ANNUAL RETURN:

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

17. AUDIT COMMITTEE:

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

18. NOMINATION AND REMUNERATION COMMITTEE:

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

19. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility (CSR) Committee comprises of Mr. Devendra K. Shah (Chairman) and Mr. Ashok B. Harjani and Mr. Lokesh Harjani as members.

The financial data pertaining to company's CSR policy and disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 as annexed herewith Board Report(Annexure 1).

20. SIGNIFICANT AND MATERIAL ORDERS:

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

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

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

22. INTERNAL FINANCIAL CONTROLS:

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

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

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

A. Conservation of energy:

(I) The steps taken or impact on conservation of energy The Company is not a major user of energy. Due to increase in capacity utilisation and expansion of new factory unit at vapi the energy consumption in absolute units and value have increased vis-a-vis earlier years. However, the measures taken up the Company have resulted in improvement and saving of power. Regular preventive maintenance is carried out and this has enhanced productivity and efficiency of the equipments resulting in considerable power saving. Power to all major equipment and lighting in work-areas is put off when not required.

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

The Company's present outlay does not recommend for alternate source of energy as the company has DG-Sets to operate during emergency and the existing power cost is well below the average industry norms.

(iii) The capital investment on energy conservation equipments

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

B. Technology absorption:

(i) The efforts made towards technology absorption.

Continuous efforts are made to absorb new technology and modification in machineries, introducing new technology which results in Improvement in productivity, Quality, Cost reduction, Reduction in waste etc.

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

The company has introduced air splicing system replacing hand knotting resuiting in significant improvement in quality and loom productivity. The company has developed a joints counting attachment (In house) resuiting in better method of packing and positive feed arrangement on the looms which resulted in even density tape production, which has reduced customer complaints.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) The details of technology imported

High speed Muller machines -- This is the best technology available for weaving elastic tapes. The company has imported 2 Muller machines which can weave wider width tapes replacing old looms.

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

(b) Above said Technology was imported during the current financial year ie. 2014-2015.

(c) whether the technology been fully absorbed Technology has been fully absorbed and company has replaced "rubber warp beam system" with individual package system resulting in higher utilization of covering machines. Also the machines were modified in house to give a bigger package (2kg instead of 1 kg) reducing wastages in warping and increasing the productivity in covering.

The company has replaced one rubber warping machine with a high speed machine which runs at almost double the speed which has resuited in reduction in employment and The company has also started replacing 6 head looms with 10 head looms resuiting higher productivity / Production value.

(iv) The expenditure incurred on Research and Development has not been ascertained till date.

C. Foreign exchange earnings and Outgo:

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

2014-2015 2013-2014

PARTICULARS Rs. in Lacs Rs. In Lacs

Foreign Exchange Earning 5,243.71 4,000.38

Foreign Exchange Outgo (Equivalent to Rupee value)

* Raw Materials & Spares 102.37 115.88

* Capital Goods 11.16 5.40

* Travelling 61.78 25.76

* Expenses for export 53.08 22.96

* Seminar & Conference 0.80 Nil

* Insurance Charges 3.42 Nil

24. PERFORMANCE EVALUATION OF BOARD:

The Company has made and devised the policy for evaluation of Board of Directors and found to be satisfactory, (the structure of Board, Operations, focus on R & D, performance & contribution by individual & committee in aligned to discharge their roles and responsibility in an effective manner)

25. MANAGERIAL REMUNERATION:

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

NAME Ashok B. Harjani Lokesh P. Harjani TOTAL Chairman & Executive Director Managing Director

SALARY & 40.80 21.35 62.15 ALLOWANCES

BONUS 167 0.84 2.51

RENT - 12.60 12.60

TOTAL 42.47 34.79 77.26

Name ofthe Designation Ratio of Increase in Director remuneration remuneration to median over last year remuneration to all employees

Ashok B. Harjani Chairmans 15.67:1 1.60 Managing Director Lokesh P. Harjani Executive 12.84:1 2.21 Director Nisha P. Harjani, Chief Financial 11.55:1 - Officer

Notes:-

1. The number of permanent employees as on 31st March, 2015 was 167.

2. No employee's remuneration for the year 2014-2015 exceeded the remuneration of any Directors.

3. The remuneration of the Directors, Key Managerial Personnel and other employees is in accordance with remuneration Policy of the Company provided under the Report.

4. Chief Financial Officer was appointed on 13th Feb 2015.

B)Details of the every employee of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

1. No employee's remuneration throughout the year 2014-2015 exceeded remuneration aggregating Rs. 60Lacsormore per annum.

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

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

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

The Company does not have Joint Ventures/Associate Companies. The Company in its Board Meeting held on April 20, 2015 decided to incorporate foreign subsidiary in Vietnam with a paid up capital of USD 10,00,000/- in which Premco Global Limited will hold 85%.

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

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

28. CORPORATE GOVERNANCE:

The Company is adhering to good corporate governance practices in every sphere of its operations. The Company has taken adequate steps to comply with the applicable provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges. A separate report on Corporate Governance is enclosed as a part of this Report along with the Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance.

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the financial year under review as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges is set out in a separate section forming part of this Report as Annexure II.

30. ACKNOWLEDGEMENT:

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

For & On behalf of Board of Directors

Ashok B.Harjani. Chairman & Managing Director DIN-00725890 Place: Mumbai Date: 28th May 2015


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 30th Annual Report and Audited accounts for the financial year ended 31 st March 2014.

2013-2014 2012-2013 FINANCIAL RESULTS Rs. In Lacs Rs. In Lacs

Profit before Interest & Depreciation 1,486.01 938.15

Less: Depreciation 128.32 107.58

Interest 109.03 95.17

Profit before Tax 1,248.66 735.40

Provision for - Current Tax 450.00 250.00

- Deferred Tax (14.24) (31.22)

- Provision 00.57 (0.15)

Net Profit after Tax 812.33 516.77

Surplus available for appropriation 812.33 516.77

Appropriation:

Proposed Dividend 65.22 56.00

Tax on Proposed dividend 11.08 9.52

General reserve 85.00 451.25

Surplus as per Profit & Loss A/c. 651.03 00.00

812.33 516.77

OPERATIONS

During the year under review turnover of the company stand at Rs.6,604.38 Lacs (P.Y. Rs. 5,285.39 Lacs). The profit before Interest, Depreciation and Tax at Rs. 1,486.01 Lacs (P. Y. Rs. 938.15 Lacs). Net profit during the year is Rs.812.33 Lacs (P.Y. Rs. 516.77 Lacs).

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The same is enclosed in Annexure A to this report.

DIVIDEND

Your Directors are pleased to recommend payment of Dividend Rs.2.00 per share on fully paid shares of 10/- each. Total cash outflow on account of this dividend payment including distribution tax will be Rs. 76.30 Lacs. The Dividend after approval by the shareholders at the forthcoming AGM will be paid to the eligible shareholder before 20 September 2014.

PERSONNEL

The particulars required to be furnished under the provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, are not furnished as there were no employees covered under the said category.

CORPORATE GOVERNANCE

As required by Clause 49 of the listing agreement, Corporate Governance Report is attached as Annexure B to this report. Certificate of the Auditors regarding compliance of the conditions of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement of the Stock Exchange is also attached and forms part of Annexure B.

COMPLIANCE CERTIFICATE

In terms of subsection (1) of section 383A read with The Companies (Compliance Certificate) Rules, 2001, the Company has obtained the Compliance Certificate received from M/s. Sanjay Dholakia & Associates, Practising Company Secretary and is attached to this Report and marked as Annexure I.

DIRECTORS

Mr. Lokesh P. Harjani retires by rotation and you are requested to reappoint him as Director of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956, the Directors of the Company hereby state and confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

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

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

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

CONSERVATION OF THEN ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo are given below:

Conservation of Energy

The Company is not a major user of energy. Due to increase in capacity utilization and expansion of new factory unit at Vapi the energy consumption in absolute units and value have increased vis-a-vis earlier years. However, the measures taken up by the Company have resulted in improvement and saving of power. Regular preventive maintenance is carried out and this has enhanced productivity and efficiency of the equipments resulting in considerable power saving. Power to all major equipment and lighting in work-areas is put off when not required.

The required data in Form ''A'' to conservation of energy as applicable to our industry is furnished below:

2013-2014 2012-2013 PARTICULARS Rs. In Lacs Rs. In Lacs

Electricity

Purchased (units in ''000) 3,514.73 3,034.40

Total Amount (Rs. in Lacs) 182.95 154.98

Rates/Unit (in Rs.) 5.21 5.11

Diesel

Purchased (Liters in ''000) 19.10 59.85

Total Amount (Rs. in lacs) 10.55 25.70

Rates/Liters (in Rs.) 55.23 42.94

Technology Absorption and Research and Development

The Company has not obtained any technology from outside parties either in India or abroad, nor has entered into any technical collaboration agreement with any parties from abroad. There is no research and development unit of the Company of its own.

Foreign Exchange Earning and Outgo

2013-2014 2012-2013 PARTICULARS Rs. In Lacs Rs. In Lacs

Foreign Exchange earning 4,000.38 2,517.37

Foreign exchange outgo - -

(Equivalent to Rupee value)

* Raw Material & Spares 115.88 85.36

* Capital Goods 5.40 15.60

* Travelling 25.76 46.12

AUDITORS AND AUDITORS'' REPORT

Messer''s S. P. Jain & Associates, Chartered Accountants, the statutory auditors, retire at the conclusion of ensuing Annual General Meeting and are eligible for reappointment. You are requested to appoint auditors.

The notes to the accounts referred to in the auditors report are self-explanatory and therefore do not call for any further comments.

INDUSTRIAL RELATIONS

During the period, industrial relations have been extremely cordial. The management thanks all the employees for their continued contribution towards the growth of the organisation.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Banks and shareholder for their continued support during the year under review.

Your Directors wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staff and Workers of the Company for its success.

For & On Behalf of the Board of Directors

ASHOK B. HARJANI. CHAIRMAN & MANAGING DIRECTOR.

Place: Mumbai. Date: 26th May 2014.


Mar 31, 2013

To the Members,

The Directors have pleasure in presenting the 29th Annual Report and Audited accounts for the financial year ended 31st March 2013.

FINANCIAL RESULTS

2012-2013 2011-2012 Rs. In Lacs Rs. In Lacs

Profit before Interest & Depreciation 938.15 314.99

Less: Depreciation 107.58 103.57

Interest 95.17 101.52

Profit before Tax 735.40 109.89

Provision for - Current Tax 250.00 47.00

-Deferred Tax (31.22) 2.77

- Provision (0.15) (0.97)

Net Profit after Tax 516.77 61.09

Surplus available for appropriation 516.77 61.09

Appropriation:

Proposed Dividend 56.00 35.53

Tax on Proposed dividend 9.52 5.77

General reserve 451.25 19.80

Balance carried to Balance Sheet 00.00 00.00

516.77 61.09

OPERATIONS

During the year under review turnover of the company stand at Rs.5,285.39 Lacs (P.Y. Rs. 3,377.04 Lacs). The profit before Interest, Depreciation and Tax at Rs. 938.15 Lacs (P. Y. Rs. 314.99 Lacs). Net profit during the year is Rs.516.77 Lacs (P.Y. Rs. 61.09 Lacs).

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The same is enclosed in Annexure Ato this report. DIVIDEND

Your Directors are pleased to recommend payment of Dividend @18 %. Total cash outflow on account of this dividend payment including distribution tax will be Rs. 65.52 Lacs. The Dividend after approval by the shareholders at the forthcoming AGM will be paid to the eligible shareholder before 3rd September, 2013.

PERSONNEL

The particulars required to be furnished under the provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, are not furnished as there were no employees covered under the said category.

CORPORATE GOVERNANCE

As required by Clause 49 of the listing agreement, Corporate Governance Report is attached as Annexure B to this report. Certificate of the Auditors regarding compliance of the conditions of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement of the Stock Exchange is also attached and forms part of Annexure B.

DIRECTORS

Mr. Devendra K.Shah retires by rotation and you are requested to reappoint he Non Executive Independent Director respectively.

DIRECTORS''RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956, the Directors of the Company hereby state and confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been , followed along with proper explanations relating to material departures;

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

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

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

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information in accordance with the provisions of section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of

Board of Directors) Rules, 1988 regarding conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo are given below:

Conservation of Energy

The Company is not a major user of energy. Due to increase in capacity utilization and expansion of new factory unit at Vapi the energy consumption in absolute units and value have increased vis-a-vis earlier years. However, the measures taken up by the Company have resulted in improvement and saving of power. Regular preventive maintenance is carried out and this has enhanced productivity and efficiency of the equipments resulting in considerable power saving. Power to all major equipment and lighting in work-areas is put off when not required.

The required data in Form ''A'' to conservation of energy as applicable to our industry is furnished below:

PARTICULARS 2012-2013 2011-2012 Rs. In Lacs Rs. In Lacs

Electricity

) Purchased (units in ''000) 3034.40 2272.54

Total Amount (Rs. in Lacs) 154.98 112.85

Rates/Unit (in Rs.) 5.11 4.97

Diesel

Purchased (Liters in ''000) 59.85 35.07

Total Amount (Rs. in lacs) 25.70 15.22

Rates/Liters (in Rs.) 42.94 43.40

Technology Absorption and Research and Development

The Company has not obtained any technology from outside parties either in India or abroad, nor has entered into any technical collaboration agreement with any parties from abroad. There is no research and development unit of the Company of its own.

Foreign Exchange Earning and Outgo

PARTICULARS 2012-2013 2011-2012 Rs. In Lacs Rs. In Lacs

Foreign Exchange earning 2517.37 1663.72

Foreign exchange outgo - - (Equivalent to Rupee value)

- Raw Material & Spares 85.36 188.44

- Capital Goods 15.60 9.75

- Travelling 46.12 40.51

- Testing / License Fees 1.63

AUDITORS AND AUDITORS'' REPORT

Messer''s S. P. Jain & Associates, Chartered Accountants, the statutory auditors, retire at the conclusion of ensuing Annual General Meeting and are eligible for reappointment. You are requested to appoint auditors.

The notes to the accounts referred to in the auditors report are self-explanatory and therefore do not call for any further comments.

INDUSTRIAL RELATIONS

During the period, industrial relations have been extremely cordial. The management thanks all the employees for their continued contribution towards the growth of the organisation.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Banks and shareholder for their continued support during the year under review.

Your Directors wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staff and Workers of the Company for its success.

For & On Behalf of the Board of Directors

ASHOKB. HARJANI.

CHAIRMAN & MANAGING DIRECTOR.

Place: Mumbai.

Date: 30th May 2013.


Mar 31, 2012

The Directors have pleasure in presenting the 28th Annual Report and Audited accounts for the financial year ended 31st March 2012.

FINANCIAL RESULTS

2011-2012 2010-2011 Rs. In Lacs Rs. In Lacs

Profit before Interest & Depreciation 314.99 389.84

Less : Depreciation 103.57 101.20

Interest 101.52 91.98

Profit before Tax 109.90 196.66 Provision for

-Current Tax 47.00 44.00

- Deferred Tax 2.77 22.78

- Provision (0-97) (5.67)

Net Profit after Tax 61.09 135.55

Surplus available for appropriation 61.09 135.55

Appropriation:

Proposed Dividend 35.53 35.53

Tax on Proposed dividend 5.77 5.77

General Reserve 19.80 94.25

Balance carried to Balance Sheet 0.00 0.00

61.09 135.55

OPERATIONS

During the year under review turnover of the company stand at Rs.3,377.04 Lacs (PY. Rs. 4,311.26 Lacs). The profit before Interest, Depreciation and Tax at Rs. 314.99 Lacs (P. Y. Rs. 389.84 Lacs). Net profit during the year is Rs.61.09 Lacs (PY. Rs. 135.55 Lacs).

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The same is enclosed in Annexure A to this report.

DIVIDEND

Your Directors are pleased to recommend payment of Dividend @ 12 % .Total cash outflow on account of this dividend payment including distribution tax will be Rs.41.30 Lacs. The Dividend after approval by the shareholders at the forthcoming AGM will be paid to the eligible shareholder before 3rd October, 2012.

PERSONNEL

The particulars required to be furnished under the provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, are not furnished as there were no employees covered under the said category.

CORPORATE GOVERNANCE

As required by Clause 49 of the listing agreement, Corporate Governance Report is attached as Annexure B to this report. Certificate of the Auditors regarding compliance of the conditions of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement of the Stock Exchange is also attached and forms part of Annexure B.

DIRECTORS

Mr. Rajesh M. Mahtani Retires by rotation and you are requested to reappoint him as Non Executive Independent Director.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956, the Directors of the Company hereby state and confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

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

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

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

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information in accordance with the provisions of section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo are given below:

Conservation of Energy

The Company is not a major user of energy. Due to increase in capacity utilization and expansion of new factory unit at Vapi the energy consumption in absolute units and value have increased vis-a-vis earlier years. However, the measures taken up by the Company have resulted in improvement and saving of power. Regular preventive maintenance is carried out and this has enhanced productivity and efficiency of the equipments resulting in considerable power saving. Power to all major equipment and lighting in work-areas is put off when not required.

The required data in Form 'A' to conservation of energy as applicable to our industry is furnished below:

2011-2012 2010-2011

Electricity

Purchased (units in '000) 2272.54 2767.96

Total Amount (Rs. in Lacs) 112.85 120.13

Rates/Unit (in Rs.) 4.97 4.34 Diesel

Purchased (Liters in '000) 35.07 30.19

Total Amount (Rs. in Lacs) 15.22 12.16

Rates/Liters (in Rs.) 43.40 40.27

Technology Absorption and Research and Development

The Company has not obtained any technology from outside parties either in India or abroad, nor has entered into any technical collaboration agreement with any parties from abroad. There is no research and development unit of the Company of its own.

Foreign Exchange Earning and Outgo

2011-2012 2010-2011

PARTICULARS Rs.In Lacs Rs. In Lacs

Foreign exchange earnings 1663.72 1445.90

Foreign exchange outgo - - (Equivalent to Rupee value)

- Raw material & Spares 188.44 158.03

- Capital Goods 9.75 157.83

- Travelling 40.51 49.76

- Testing / License Fees 1.63 0.69

AUDITORS AND AUDITORS' REPORT

Messer's S. P. Jain & Associates, Chartered Accountants, the statutory auditors, retire at the conclusion of ensuing Annual General Meeting and are eligible for reappointment. You are requested to appoint auditors.

The notes to the accounts referred to in the auditor's report are self-explanatory and therefore do not call for any further comments.

INDUSTRIAL RELATIONS

During the period, industrial relations have been extremely cordial. The management thanks all the employees for their continued contribution towards the growth of the organization.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Banks and shareholders for their continued support during the year under review.

Your Directors wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staff and Workers of the Company for its success.

For & On Behalf of the Board of Directors

ASHOK B. HARJANI

CHAIRMAN & MANAGING DIRECTOR

Place: Mumbai.

Date: 19th May 2012.


Mar 31, 2010

The Directors have pleasure in presenting the 26th Annual Report and Audited accounts for the financial year ended 31st March 2010.

FINANCIAL RESULTS

2009-2010 2008-2009

Rs. In Lacs Rs. In Lacs

Profit before Interest & Depreciation 295.15 357.39

Less : Depreciation 78.80 78.67

Interest 37.09 58.01

Profit before Tax 179.26 220.71

Provision for

-Current Tax 65.00 85.00

- Deferred Tax 3.25 (4.75)

- Fringe Benefit Tax - 6.82

- Provision 5.69 (6.18)

Net Profit after Tax 105.32 139.82

Surplus available for appropriation 105.32 139.82

Appropriation:

Proposed Dividend 35.53 35.53

Tax on Proposed dividend 5.90 6.04

Dividend Tax - 0.01

General Reserve 63.89 98.24

Balance carried to Balance Sheet 0.00 0.00

105.32 139.82

OPERATIONS

During the year under review turnover of the company stand at Rs.2,806.39 Lacs (P.Y. Rs. 3,011.43 Lacs). The profit before Interest, Depreciation and Tax at Rs. 295.15 Lacs (P. Y. Rs. 357.39 Lacs). Net profit during the year is Rs.105.32 Lacs (P.Y. Rs. 139.82 Lacs).

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The same is enclosed in Annexure A to this report.

DIVIDEND

Your Directors are pleased to recommend payment of Dividend @ 12 % .Total cash outflow on account of this dividend payment including distribution tax will be Rs.41.43 Lacs.The Dividend after approval by the shareholders at the forthcoming AGM will be paid to the eligible shareholder before 9th October 2010.

PERSONNEL

The particulars required to be furnished under the provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, are not furnished as there were no employees covered under the said category.

CORPORATE GOVERNANCE

As required by Clause 49 of the listing agreement, Corporate Governance Report is attached as Annexure B to this report. Certificate of the Auditors regarding compliance of the condi- tions of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement of the Stock Exchange is also attached and forms part of Annexure B.

DIRECTORS

Mr. Rajesh M. Mahtani retires by rotation and you are requested to reappoint him as Non Executive Director.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your direc- tors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956, the Directors of the Company hereby state and confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

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

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

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

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information in accordance with the provisions of section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo are given below:

Conservation of Energy

The Company is not a major user of energy. However, the measures taken up by the Company have resulted in improvement and saving of power. Regular preventive maintenance is carried out and this has enhanced productivity and efficiency of the equipments resulting in considerable power saving. Power to all major equipment and lighting in work-areas is put off when not required.

The required data in Form A to conservation of energy as applicable to our industry is furnished below:

2009-2010 2008-2009

Electricity

Purchased (units in000) 1787.29 1941.83

Total Amount (Rs. in Lacs) 74.96 80.03

Rates/Unit (in Rs.) 4.19 4.12

Diesel

Purchased (Liters in 000) 32.35 43.34

Total Amount (Rs. in lacs) 11.25 17.12

Rates/Liters (in Rs.) 34.78 39.50

Technology Absorption and Research and Development

The Company has not obtained any technology from outside parties either in India or abroad, nor has entered into any technical collaboration agreement with any parties from abroad. There is no research and development unit of the Company of its own.

Foreign Exchange Earning and Outgo

2009-2010 2008-2009

Rs. In Lacs Rs. In Lacs

Foreign exchange earning 709.44 670.35

Foreign exchange outgo (Equivalent to Rupee value)

- Raw material & Spares 229.12 179.59

- Capital Goods 34.55 10.63

- Travelling 38.07 35.06

AUDITORS AND AUDITORS REPORT

M/s. S. P. Jain & Associates, Chartered Accountants, the statutory auditors, retire at the conclusion of ensuing Annual General Meeting and are eligible for reappointment. You are requested to appoint auditors.

The notes to the accounts referred to in the auditors report are self-explanatory and therefore do not call for any further comments.

INDUSTRIAL RELATIONS

During the period, industrial relations have been extremely cordial. The management thanks all the employees for their continued contribution towards the growth of the organisation

ACKNOWLEDGEMENT

Your Directors would like to express their grateful apprecia- tion for the assistance and co-operation received from the Banks and shareholders for their continued support during the year under review. Your Directors wish to place on record their deep sense of appreciation for the devoted services o the Executives, Staff and Workers of the Company for it success.

For & On Behalf of the Board of Directors

ASHOK B. HARJANI.

CHAIRMAN & MANAGING DIRECTOR.



Place: Mumbai.

Date: 16th August 2010.

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