Prag Bosimi Synthetics Ltd Management Discussions

DISCLAIMER STATEMENT

Certain statements in this report on Management Discussion and Analysis may be forward looking statements and have been issued in terms of the applicable laws and regulations. These statements are based on certain assumptions and expectations of future events. Actual results could however differ materially from those expressed in the statements or implied due to the influence of external and internal factors, which are beyond the control of the Company. The Company assumes no responsibility in respect of forward-looking statements, which may be amended or modified in future on the basis of subsequent developments, information or events.

INDUSTRY OUTLOOK

The domestic demand for Polyester Filament Yarn (PFY) for apparel and non-apparel sector is improving due to healthy growth in GDP and newer application of polyster. This is a prime material for man-made textiles. The raw material for polyester yarn is PTA/ MEG which falls under petrochemical industry. Overall, FY 23-24 is expected to be a tough year for the textile industry. Even some Govt owned mills under NTC are still suffering adverse effects of the pandemic. In the era of ever increasing prices of Oil & Petroleum Product Prices and Now, major focus will be on cost cutting measures, improving productivity, reduction in wastage and efforts on taking quality to next level and deriving efficiency to make products further cost competitive. However, since our factory is not in operation, although we are not in the position to take the benefit of the industrial growth, but we shall restart with major cost cutting measures for sustaining in future.

OPPORTUNITIES

The perceptible shift to manmade fibers in the international textile market is already having a similar effect in the Indian textile markets. With the right government policies for encouraging higher consumption of fabrics made from manmade fibers present an opportunity to our company in the years to come. Besides with the prioritization of the look east policy, above factory is strategically placed in the north eastern part of the country which will present us with export opportunities. The company is also trying to use its expertise in trading activities and in the service of securing export and import business.

RISKS AND CONCERNS

Overall negative impact was faced across the industry due to the COVID 19 pandemic. A shift towards online business is expected to happen due to the fear & the restrictions to maintain the social distancing. Also, there could be short time recessionary pressure due to job losses and money crunch in the market and it will take some time before we could see healthy demand coming back in the Textile industry.

HEALTH, SAFETY AND SECURITY ENVIRONMENT

Our Company has always been adopting all possible safety measures concerning the health and safety of the Workers and staffs at all levels. This has improved the morale among the workers and staffs and also the working environment at large. Further, to prevent the spread of pandemic Covid 19, the Company has taken all precautionary measures required, such as social distancing, use of masks and sanitizers etc., at all its plant as well as at office locations. Your Company is in full compliance of all Government directives issued in this behalf. The Company has always considered safety as one of its key focus areas and strives to make continuous improvement on this front.

HUMAN RESOURCES/INDUSTRIAL RELATIONS

Although there were some labour issues. However, all issues have been amicably settled by way of the Golden handshake scheme accepted by the employees union after signing a joint minutes of meeting in the official conference hall of Minister (Industries and Commerce), Govt of Assam duly signed by Honorable Minister(INC), G.O.A, Honorable MLA Sipajhar (LAC), MD AIDC, Director PBSL, Union Executives of EBEU, amongst others. All dues payable to the employees under the scheme has been paid against money receipt and the employees has been duly realized from the services.

CHALLENGES

PTA /MEG /POY are the principals Raw materials for our product whose prices are linked with international market of Oil & Petroleum Product Prices which is of late ever increasing. Besides, apart from normal fluctuation, currency fluctuation may also affect the prices. Covid 19 and its after effects is another challenge being faced by the company. The Russia Ukraine conflict is another major challenge on the market. It may be noted that raw materials PTA and MEG are derivative of the petroleum product and has to compete with cotton and other natural textiles and it may not be possible for the industry to pass on the entire cost to the consumer, which may result lower margin/losses for the industry.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The company has been in operation since Covid 19 lock down and has been incurring losses. The provision of the Companies Act, 2013 relating to CSR Initiatives are not applicable to the Company.

COMPLIANCE

The Compliance department of the Company is responsible for independently ensuring that operating and business units comply with regulatory and internal guidelines. The Compliance Department headed by the Company Secretary and Compliance officer of the Company has continued to play a pivotal role in ensuring implementation of compliance functions in accordance with the directives issued by regulators, the Companys Board of Directors and the Companys Compliance Policy. The Audit Committee of the Board reviews the performance of the Compliance Department and the status of compliance with regulatory/internal guidelines on a periodic basis.

The Company has complied with all requirements of regulatory authorities. No major penalties/strictures were imposed on the Company by stock exchanges or SEBI or any statutory authority on any matter related to capital market during the last three years.

Annexure III

ANNEXURE TO THE DIRECTORS REPORT

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS/ OUT GO: (A) POWER AND FUEL CONSUMPTION

Particulars	CURRENT PERIOD	PREVIOUS PERIOD
1. Electricity:	(2023-2024)	(2022-2023)
Purchased:
(a) No of Units	Nil	Nil
(b) Total Amount (?)	Nil	Nil
(c) Rate/Unit (?)	Nil	Nil
Own Generation:	Nil	Nil
Through Diesel generators	Nil	Nil
(a) No. Of Units:	Nil	Nil
(b) Unit per litre of Diesel	Nil	Nil
(c) Cost/Unit (?)	Nil	Nil
Through steam turbine generation	Nil	Nil
No. of Units:	Nil	Nil
Unit per litre of Fuel oil/Gas	Nil	Nil
Cost/Unit	Nil	Nil
2. Coal:
Quantity in tons	Nil	Nil
Total cost	Nil	Nil
Average Rate per ton	Nil	Nil
3. Furnace Oil:
Quantity (KL)	Nil	Nil
Total Amount (?)	Nil	Nil
Average Rate (?)	Nil	Nil
4. Steam:
Quantity in Tons:	Nil	Nil
Total Cost: (?)	Nil	Nil
Rate per Ton (?)	Nil	Nil
Consumption per unit of production	Nil	Nil
Electricity per K.G. Yarn in No of Units	Nil	Nil
Steam in K. G. per K. G. of Yarn	Nil	Nil
EFT>B. FOREIGN EXCHANGE EARNINGS/OUTGO:
Foreign Exchange Earnings (?)	Nil	Nil
Foreign Exchange Outgo	Nil	Nil
Capital Goods	Nil	Nil
Stores, spares and consumable	Nil	Nil
Others (?)	Nil	Nil

ANNEXURE IV

i. Disclosure for Ratio of Remuneration of Each Director to the Median Employees Remuneration and Other Details as Per Rule 5 of The Companies (Appointment & Remuneration) Rules,2014:

Median Remuneration	: 3,64,200
Shri Raktim Kumar Das (Whole Time Director) Remuneration	: 6,60,000
Ratio	: 1.81:1

ii. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial period: None

iii. The percentage increase in the median remuneration of employees in the financial period: Nil

iv. The number of permanent employees on the rolls of the Company :10

v. Explanation on the relationship between average increase in remuneration and the Companys performance: Not Applicable as per Notification dated 30th June, 2016

vi. Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company: Not Applicable as per Notification dated 30th June, 2016

vii. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial period and previous financial period and percentage increase over / decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the Company as at the close of the current financial period and previous financial period: Not Applicable as per Notification dated 30th June, 2016

viii. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Not applicable

ix. Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company: Not Applicable as per Notification dated 30th June, 2016

x. The key parameters for variable component of remuneration availed by the directors are as follows: Not Applicable as per Notification dated 30th June, 2016

xi. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the period: Not Applicable as per Notification dated 30th June, 2016

xii. It is hereby affirmed that the remuneration paid is as per the as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

Annexure - V

FORM NO. MR.3 SECRETARIAL AUDIT REPORT For The Financial Year Ended 31st March, 2024 [Pursuant to section 204(1) of the Companies Act, 2013 and rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

Authorised Capital: Rs. 2,500,000,000 CIN: L17124AS1987PLC002758

To,

The Members,

M/s PRAG BOSIMI SYNTHETICS LTD.

House No.19, Ambikagiri Nagar, Milan Path,

R.G.Barua Road, Guwahati,

Assam - 781 024.

I have conducted the Secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by PRAG BOSIMI SYNTHETICS LTD. (hereinafter called the "Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, We hereby report that in our opinion, the Company has, during the audit period covering the financial year starting from 01st April, 2023 and ended on 31st March, 2024 (Audit Period) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2024 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made there under;

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made there under; (Not applicable to the Company during the audit period);

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to Foreign Direct Investment, Overseas direct Investment and External Commercial Borrowings. - Not applicable to the Company

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 - Not Applicable during the audit period

d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 notified on 28th October, 2014 - Not Applicable during the audit period

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 - Not Applicable during the audit period

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client.

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 - Not Applicable during the audit period

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 - Not Applicable during the audit period;

i. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

j The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding

the Companies Act and dealing with client;

We have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards issued by The Institute of Company Secretaries of India

ii. The Listing Agreements entered into by the Company with stock exchanges.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except the following

I further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period following approvals were taken at the AGM for the corporate events which had bearing on the Companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc.:

1. APPROVAL FOR ISSUE OF OPTIONALLY CUMULATIVE CONVERTIBLE DEBENTURES BY CONVERSION

2. APPROVAL FOR AVAILING LOAN(S) CONVERTIBLE INTO SECURITIES

Procedure for monitoring and ensuring compliance with General Laws

We have been informed that a proper procedure has been laid down to monitor and ensure compliance with general laws. On perusal of the documents provided by the Company, we observed that the Company has a system of ensuring compliance with applicable laws. The Company Secretary of the Company also provides an internal compliance certificate which is placed in the Board Meetings. Our Secretarial Audit Report for the financial year ended March 31,2024 of even date is to be read along with the annexure to this letter.