Prag Bosimi Syn. Director Discussions


To,

The Members,

Prag Bosimi Synthetics Limited (PBSL).

Your Directors are presenting the 31st Annual Report together with audited accounts of the Company for the 12 months period ended on 31st March, 2023.

1) SUMMARISED FINANCIAL RESULTS:

The financial results of your Company for the period under review are summarized below:

(Rs. in Lakhs)

Particulars 12 month ended
31st March, 2023
Gross Turnover 149.75
Profit / (Loss) before Depreciation, Interest and Taxation (168.79)
(Add)/ Less: Interest 622.89
(Add)/ Less: Depreciation 419.69
(Add)/Less: Tax paid 47.75
Profit / (Loss) for the year (1259.12)
Add/ (Less) Loss brought forward from the previous period (28810.31)
Total Loss carried forward to next period/year (30069.43)

2) COMPANY ACTIVITIES:

As reported in our last years annual report that companys operation had to stop due to Covid 19 and with the culmination of other factors had continued to remain so. During the current year the company tried to further consolidate its position after last years successful settlement of the labour issue with the help of AIDC and Govt of Assam by way of a Golden handshake Scheme accepted by the labour union in a high level meeting chaired by Honorable Minister (Industry and Commerce), Govt of Assam, in presence of Honorable MLA Sipajhar assembly constituency, Managing Director AIDC amongst others. The company further took steps to settle all its pending legal issues. The company had voluntarily written to APDCL for disconnection of power during Covid period shut down as company was not in the position to foot the bill for fixed charges due to suspension of operations resulting from National Lockdown. However APDCL at that time did not disconnect power but later permanently disconnected power without hearing or settlement of our long pending claims outstanding with APDCL. Accordingly the company is continuously in communication with Assam Power Distribution Company Limited (APDCL) for re-connection of power. The company has started minor maintenance so that on reconnection of power the factory may be restarted in a phased manner.

The company perused with the debtors and have managed to recover a substantial amount. Accordingly the company has negotiated with its creditors and could settle few of the long pending creditors and avoided additional legal hassles. The company has also been following up for its capital subsidy due to it. The process of selling (Second phase) various scrap materials, machinerys, damage and obsolete spares etc by way of public tender with due approval of the board has started.

3) DIVIDEND:

Due to losses, your Directors have not recommended any dividend for the current period in respect of any Shares capita.

4) TRANSFER TO RESERVES:

In view of loss incurred during the period under review, the Board of Directors has not recommended transfer of any amount to reserves.

5) SHARE CAPITAL:

The Authorised Share Capital of the Company is Rs. 250/- Crs (Rupees Two Hundred and Fifty Crores only).The authorized share capital is divided into Rs. 150 Crores of Equity share capital and Rs.100 Crores of Preference shares Capital. The paid up Share Capital of the Company as at March 31, 2023 stood at Rs. 90.153 Crores divided into 7,43,82,960 Equity Shares of

Rs. 10/- each, and 15,77,000. Non-Redeemable Preference shares of Rs. 100/- each. During the year under review, the Company has not issued any kind of share capital. As on 31st March, 2023, Mr. Devang Vyas is holding 5,14,000 Redeemable Preference Shares of the Company.

As on March 31, 2023, none of the Directors and/or Key Managerial Person of the Company holds instruments convertible into Equity Shares of the Company

6) PUBLIC DEPOSITS:

The Company has not accepted any Public Deposits during the period under review.

7) DEBENTURES:

The Unsecured Optionally Cumulative Convertible Debentures (OCCD) issued by the Company stands at its original issue value of Rupees Fifty four Crores as on March 31, 2023. The said NCDs -OCCD were issued on a private placement basis in October

2017 for a period of twenty years. The payment of interest was effective from 1st April 2019.However, Company is pursuing with holders of such NCD -OCCD to waive off interest in view of the Covid-19 situation.

8) CHANGE IN NATURE OF BUSINESS, IF ANY.

There was no changes in the nature of business of Company in the financial year 2022-23.

9) FINANCE AND ACCOUNTS

Your Company prepares its financial statements in compliance with the requirements of the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on the new accounting Principle i.e IND AS. The estimates and judgments relating to the financial statements are made on a prudent and going concern basis, so as to reflect true and fair view, the form and substance of transactions and reasonably present the Companys state of affairs, profits/(loss) and cash flows for the year ended 31st March 2023.

The Company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters through strict checks and controls on continuous monitoring basis. qualificationThereisnoaudit in the financial statements by the statutory auditors for the year under review.

10) EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the Annual Return of the Company for the Financial Year ended 31 March, 2023 in Form MGT-7 is uploaded on the website of the Company and can be accessed at http://pragbosimi.com/admin_pbsl/uploads/products/image/ phpYomgQI.pdf

11) a) LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the Companies Act,

2013 are given in the notes point no. 4.1 to the Financial Statements b) DISCLOSURE BY LISTED ENTITY AND ITS SUBSIDIARIES OF LOANS AND ADVANCES IN THE NATURE OF LOANS TO COMPANIES FIRMS IN WHICH DIRECTORS ARE INTERESTED BY NAME AND AMOUNT: Listed entity and its subsidiaries have not provided any loans and advances in the nature of loans to companies firms in which Directors are interested.

12) SUBSIDIARIES & ASSOCIATES:

The Company has 2 subsidiary companies and One Associate Company. Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries/ Associate Companies are given as Annexure Iin Form AOC-1 which forms an integral part of this Report

As reported in the last annual report the implementation of textile park project by our Associate Company, Prag Jyoti Textile Park

Private Limited is progressing and as on 30.06.2023 it is about 80% complete. Given below is the latest status of the project.

Total project cost as approved by PAC Rs. 54.31 Crores
Eligible cost approved Rs 47.25 Crores
Funds employed as on 30.06.2023
Ministry of Textile – Rs. 20.00 Crores (50% of total grant)
SPV Contribution (Eligible project cost) – Rs. 5.93 Crores (81.79 % of SPV contribution)
SPV Contribution (Balance Project Cost) – Rs. 5.22 Crores

The park is under construction and the promoters have already employed more than their proportionate share of funds as per SITP

Scheme. As per CE Certificate overall more than of 80% of the park is completed as on 30th June 2023. The SPV have applied for the 4th Grant instalment in Sept 2022 itself and is still waiting for release of the same. The SPV continued with the work and accumulated an outstanding of Rs 3.75/- Cr due to which the work at site has been demobilized by the contractors inspite of all efforts of the SPV. The cumulative delay in release of funds by MOT, GOI is 64 months as on 30.06.2023.

Our subsidiaries Companies Viz., Prag Bosimi Texurising Private Limited and Prag Bosimi Packaging Private Limited are not operational at present.

13) CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All Related Party Transactions are first placed before the Audit Committee for its prior / omnibus approval which are of a foreseen and repetitive nature and thereafter referred to the Board. The transactions entered into with the related parties are at arms length and in the ordinary course of business and are in accordance with the provisions of the Companies Act, 2013 read with rules made thereunder and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There were no material related party transactions entered into by the Company during the financial year which attracted the provisions of Section 188 of the Companies Act, 2013. The requisite disclosure, if any in Form AOC 2 is furnished in Annexure – II. All related party transactions are mentioned in the Notes to the Financial Statements.

None of the transactions with any of related parties were in conflict with the Companys interest. The policy on Related Party and

Material Related Party is put up on the website of the Company viz. www.pragbosimi.com

14) MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis on the operations of the Company as prescribed under Part B of Schedule V read with regulation 34(3) of the Listing Regulations, 2015 is provided in a separate section and forms part of the Directors Report. It gives a reflection of the current state of business. It also deals with opportunities, challenges and the outlook of the Company.

15) DIRECTORS AND KEY MANAGERIAL PERSONS (KMP):

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Devang Vyas (DIN 00096459) retires by rotation as Non-Executive Director at the ensuing Annual General Meeting and being eligible, offers herself for the re-appointment. The Board recommends his re-appointment. Further to mention that Ms Sunita Shah (Din no.: 09654534) was appointed on 10th August 2022 as Independent Director in place of Mr. Rohit Doshi, Independent Director of the company who resigned from his position w.e.f. 1st July 2022. (After closure of business hours).

DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR

Sr. No.

Name

Designation

Date of Appointment Date of Resignation
1 Mr. Rohit P. Doshi Independent Director 01.07.2022
2. Ms. Sunita Anil Shah Independent Director 10.08.2022 -

16) BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, the Board has carried out an annual performance evaluation of its own performance, of the Directors individually, as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees of the Board.

At the meeting of the Board, all the relevant factors that are material for evaluating the performance of individual Directors, the Board and its various Committees, were discussed in detail. A structured questionnaire each in line with circular issued by SEBI, for evaluation of the Board, its various Committees and individual Directors, was prepared and recommended to the Board by the Nomination & Remuneration Committee, for doing the required evaluation, after taking into consideration the inputs received from the Directors, covering various aspects of the Boards functioning, such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance, etc.

A separate exercise was carried out to evaluate the performance of individual Directors, including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority Shareholders, etc. The performance evaluation of the independent Directors was carried out by the entire Board excluding the Director being evaluated. The performance evaluation of the Chairman and non-independent Directors was also carried out by the Independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation process.

17) BOARD MEETINGS:

The details of the Board Meetings and other Committee Meetings held during the financial year 2022-23 are given in the separate section of Corporate Governance Report.

18) BOARD COMMITTEES

All Committees of the Board of Directors are constituted in line with the provisions of the Companies Act, 2013 and applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

19) DECLARATIONS BY INDEPENDENT DIRECTORS:

The Company has received declarations form all the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming their independence vis- a-vis the Company.

20) MATERIAL CHANGES AND COMMITMENTS

In-continuation to our earlier annual report power has still not been reconnected. Negotiations are currently on for reconnection of Power. Management is currently planning the restarting strategy and trying to arrange the working capital for the same. Eligible capital subsidy due to us is also being perused which may be used as working capital margin.

On 20.07.2023 at around 10.30 A.M. a MOB of around 25 to 30 people gathered and forcefully entered into our premises by breaking open the main gate. The local Thana was immediately intimated and FIR against the same has been registered.

21) DIRECTORS RESPONSIBILTY STATEMENT:

Directors of your Company confirm that:

in the preparation of the accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the loss of the Company for that period; proper and sufficient care was taken 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; the accounts of the Company have been prepared on agoing concern basis; internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

22) RISK MANAGEMENT POLICY:

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Companys businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/ strategic business plans and in periodic management reviews.

However, provision of Regulation 21 of Listing Regulations for constitution of Risk Management Committee is not applicable to the Company.

23) VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Company has put in place a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The detail of the policy is available on the Companys website www.pragbosimi.com.

No complaint was received by the Company during the year ended 31st March, 2023.

24) DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

The company have received the order from National Company Law Tribunal, Guwahati Bench, Guwahati, in the matter of 3A

Capital Private Limited whereby the company is directed to pay sum of Rs 5,79, 97, 128/- within 45 days from the date of order.

The order was received on 21st May 2022. As per legal advice, our councils have reiterated and advised that the said judgment is a fit matter to be challenged in a higher forum as NCLT had no jurisdiction and this being a contempt matter compensation cannot be awarded on the same matter. Accordingly the Company have filed a petition in NCLAT against the order on 29th June 2022. The matter has been admitted in NCLAT and hearing on the matter is going on. It may also be noted that the order of the NCLT Guwahati as above has also been challenged by 3A Capital Private Limited on the said court.

The company would also like to inform that a case was filed by the 4 Ex-employees for wrongful termination and prayed for back wages and compensation thereof. The matter was admitted in the labour court and after hearing both the sides the case was dismissed by the honorable labour court as per order dated 19th June 2023.

25) CORPORATE GOVERNANCE:

Your Company affirms its commitment to Corporate Governance and is fully compliant with the conditions of Corporate Governance stipulated in Regulation 27(2) of the Listing Agreement with Stock Exchanges. A separate section on compliance of Corporate Governance and a Certificate from the Auditors firm and Practicing Company Secretary dated 18th May 2023 in this regard are annexed hereto and forms a part of the Report.

26) DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate.

During the period under review, no material or serious observation has been received from the Internal Auditors of the Company inefficiency for or inadequacy of such controls.

27) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

The particulars as required under the provisions of Section134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure III which forms part of this Report..

28) DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013 READ WITH RULES:

The Company has always provided a congenial atmosphere for work that is free from discrimination and harassment, including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, marital status and sex.

The Company has in place Policy on Prevention, Prohibition and Redressal of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted an Internal Complaints Committee for redressal of grievances regarding sexual harassment received by the Committee. All employees are covered under this Policy. During the year under review, the Company has not received any complaints of sexual harassment. The Company has complied with all the applicable provisions of the said Act.

29) ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

Attendance at the meetings, Participation and contribution, Responsibility towards stakeholders, Contribution in Strategic Planning,

Compliance and Governance, Participation, Performance Evaluation and Updation of Knowledge are the criterias for Performance

Evaluation of Directors, Committee and Board.

30) PARTICULARS OF EMPLOYEES & DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

None of the employees of the Company is in receipt of remuneration exceeding the limit prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosure pursuant to Section 197(12) of Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as ANNEXURE IV to this report.

31) STATUTORY AUDITORS

M/s Rama K. Gupta & Co., Chartered Accountants, Guwahati are Auditors of the Company

The observations made by the Statutory Auditors in their report for the financial period ended 31st March 2023 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

32) SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. ANM and Associates, Practicing Company Secretary had been appointed to undertake the Secretarial Audit of the Company for the year 2023-24.

Secretarial Audit Report issued by Mr. Amit Mundra, Company Secretary in Form MR-3 for the financial year 2022-23 forms part to this report annexed as ANNEXURE V . The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

33) INTERNAL AUDITOR:

During the year under review M/s. Bharat Shroff & Co. Chartered Accountants has acted as Internal Auditors of the Company. Audit observations of M/s Bharat Shroff & Co. Chartered Accountants and corrective actions thereon are periodically presented to the Audit Committee of the Board. The Board of Directors on the recommendation of the Audit Committee re-appointed M/s Bharat Shroff & Co. Chartered Accountants to carry out the Internal Audit of the Company for the Financial Year 2023-24

34) INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Companys business and size and complexity of its operations are in place has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

35) CORPORATE SUSTAINABILITY AND SOCIAL RESPONSIBILITY:

The provision of the Section 135 and Schedule VII of the Companies Act, 2013 as well as the provisions of the Companies (Corporate Social Responsibility Policy) Rules, 2014 effective from April 1, 2014 relating to CSR Initiatives are not applicable to the Company.

36) GREEN INITIATIVES

In line with the ‘Green initiative, the Company has affected electronic delivery of the Annual Report 2022-23, are sent to all members whose email addresses are registered with the Company/ Depository Participant(s). For members who have not registered their email addresses, please register the same with the RTA. It can also be assessed at http://pragbosimi.com/admin_pbsl/uploads/products/image/php7qlX4u.pdf

37) REPORTING OF FRAUDS

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

38) INDUSTRIAL RELATIONS/ HUMAN RESOURCES:

Your Company maintained healthy, cordial and harmonious industrial relations at all levels during the period under review.

Your Company firmly believes that a dedicated workforce constitute the primary source of sustainable competitive advantage.

Accordingly, human resource development continues to receive focused attention. Your Directors wish to place on record their appreciation for the dedicated and commendable services rendered by the staff and workforce of your Company.

39) NON-COMPLIANCE

There is no non-compliance of any of the requirements of corporate governance report as required under the Listing Regulations

40) CEO/CFO CERTIFICATION

As required under Regulation 17(8) of Listing Regulations, the Whole Time Director and CFO have certified to the Board about compliance by the Company with the requirements of the said sub regulation for the financial year ended 31st March, 2023.

41) COMPLIANCE CERTIFICATE

ComplianceCertificate for Corporate Governance from Auditors of the Company is given as Annexure ‘B to this report.

42) UPDATING KYC DETAILS COMMON AND SIMPLIFIED NORMS FOR PROCESSING INVESTORS SERVICE

Efforts are underway to update the Permanent Account Number (PAN) and bank account details of shareholder(s) as required by SEBI. The regulator, vide circular dated 3rd November, 2021 and 15th December, 2021, has mandated furnishing of PAN, KYC details and nomination by holders of physical securities by 31st March, 2023 and SEBI further extended the cut-off date to 30th September, 2023 vide its Circular dated 16th March, 2023 and CBDT vide its Press Release, has also extended linking PAN with Aadhaar by 30th June, 2023 without facing repercussions. Members are requested to submit their PAN, KYC and nomination details to the Companys registrars through the forms.

43) CAUTIONARY STATEMENT

Statements in this Directors Report and Management Discussion and Analysis Report describing the Companys objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Companys operations include raw material availability and its prices, cyclical demand and pricing in the Companys principal markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factor.

44) APPRECIATION:

Your Directors take this opportunity to offer their sincere thanks to the Government of India, State Government of Assam, AIDC, Investors, and Bankers for their continued support and co-operation, have helped in your Companys progress. Also Your Directors wish to place on record their appreciation, and for the contribution made by the employees at all levels whose hard work, and support, without which Companys achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, for their continued support and faith reposed in the Company.