Premco Global Ltd Directors Report.

To the Members of

PREMCO GLOBAL LIMITED your Directors have pleasure in presenting their Thirty Sixth Premco Global Limited Annual Report together with the Audited Accounts for the year ended 31st March, 2020.

1. FINANCIAL SUMMARY HIGHLIGHTS

The Financial Performance for fiscal 2019-2020 is summarized in the following table:

Rs. in Lakhs

Particulars

Standalone

Consolidated
March 2020 March 2019 March 2020 March 2019
Total Revenue 4970.31 5323.39 8029.26 7,212.41
Expenses 4861.04 4985.15 6811.60 6409.93
Profit Before Finance Cost, Depreciation & 109.27 338.24 1217.66 802.48
Amortisation Expenses
Finance Cost 121.29 79.62 222.78 150.17
Depreciation & Amortization Exp. 212.92 171.81 461.72 271.84
Profit/(Loss) before Exceptional Items (224.94) 86.81 533.16 380.47
Exceptional Items (22.25) (106.56) (22.25) (106.56)
Profit/(Loss) before Taxation (247.19) (19.75) 510.91 273.91
Less : Provision for current Taxation (2.67) 19.16 15.14 19.16
Deferred Taxation adjustment (71.12) (54.78) (71.12) (54.78)
Profit/(Loss) After Taxation (173.40) 15.87 566.89 309.53
Minority Interest - - (108.00) (48.82)
Other Comprehensive Income (Net of Tax) (87.56) 79.17 (87.56) 79.17
Total Comprehensive Income (260.96) 95.04 371.33 339.88
Paid up Equity Share Capital 330.48 330.48 330.48 330.48
Earnings Per Share (Rs.) (7.90) 2.88 11.24 10.28

FINANCIAL PERFORMANCE, OPERATIONS AND STATE OF THE COMPANYS AFFAIRS STANDALONE ANALYSIS

During the year under review, Companys revenue from operations stood at Rs. 4542.36 Lacs as against Rs. 5036.33 Lacs in the previous year. The total revenue stood at Rs. 4970.31 Lacs as against Rs. 5323.39Lacs in the previous year. The Company incurred loss of Rs. 173.40 Lacs as compared to the Net Profit after Tax of Rs. 15.87 Lacs during the previous accounting year. The Companys EBDIT for the year on standalone basis was at Rs 109.27 Lacs as against Rs. 338.24 Lacs.

As Compared to last year, Export Sales on standalone basis were lowered by 12.25% whereas Domestic Sales were higher by 2.57%.Raw Material Cost as a Percentage of Sales were higher by 2.31%..Raw Material Sales to Vietnam declined by Rs.20 lacs. However revenue from RM trading increases by 25 Lacs. Other Operational Income consisted of Exports Incentives and were lower by 18.53 % due to lower exports. Exchange Gain stood at Rs.102 Lacs as compared to previous year Rs 188 Lacs (Including Other comprehensive Income). Mainly as PGVL repaid its Loan borrowed from PGL in entirety and due to this the PREMIUM on Forward booking was lower.

During 2019-20 , the Company settled its insurance claims of Rs 22 Lacs due to Loss of material floods/rains at one of its plant in Vapi, The Company has incurred expenses (other than RM Cost) of Rs. 2656.87 Lacs in current year as compared to previous year of Rs. 2496.59 Lacs. Mainly due to Higher Production values targeted during the year.

Employee Benefit Expenses increased by Rs. 113.66 Lacs due to Annual Increment during the year and due to payment of wages / salaries to its employees during COVID transition from March 23rd 2020 to March 31st 2020.

Finance cost was higher by Rs. 41.67 lacs due to additional cost incurred on premature liquidation forward contracts necessitated due to Loans returned prematurely by its overseas subsidiary as it had sufficient funds to managing its working capital by way of discounting bills with its customers. Depreciation and others costs remained unchanged. The figures being un-comparable please refer to Note No 42 of the notes to Accounts due to change in Lease Accounting, due to INDAS 116 Compliance.

CONSOLIDATED ANALYSIS

During the year under review, On Consolidated basis, revenue from operations stood at Rs. 7632.16 Lacs as against Rs. 7008.69 Lacs in the previous year, Companys operating revenue were higher by 9% as compared to previous year. Other Income stood at Rs.397.10 Lacs as compared to Rs.203.72 Lacs in previous year. The Total Revenue stood at Rs.8,029.26 Lacs as Compared to

Rs.7,212.41 Lacs in previous Year and Net Profit after Tax stood at 566.89 Lacs as compared to the Net Profit after Tax of Rs. 309.53 Lacs during the previous accounting year.

The Companys Consolidated EBDIT for the year stood at Rs. 1217.66 Lacs as against Rs. 802.48Lacs,.

The Company has incurred expenses (Other than RM Cost) of Rs.3897.39 Lacs in current year as compared to previous year of Rs. 3632.59 Lacs.

The rise in Expenses was due to ;

??? Higher Employee cost due to appointment of senior Marketing employees overseas to boost Exports of the Company.

??? There has been increase in finance cost of Rs. 72.61 Lacs due to payment of pre-liquidation forward contracts as explained in standalone results Further there was a rise in Depreciation by Rs. 189.88

Lacs during the financial year mainly due to change in recognition of long Term Leases as Companys assets. To that extents other costs were lower by the same amount.

There was marginal financial impact of such changes.

As a Normal Process, Company tallied its Phyiscal stocks of FGs and RMs verification the date of and wrote off

Stock Differences , so as to give corrected view of Stock Positions as on last date of balances drawn.

2. SHARE CAPITAL

The issued, subscribed and paid up share capital of the Company as on 31st March, 2020 was at Rs. 330.48 lakh divided into 33,04,800 Equity Shares of Rs. 10 each. During the year under review, the Company has not issued any shares with differential voting rights, employee stock options and sweat equity shares.

3. DIVIDEND your Directors are pleased to recommend to the Members, for their approval, a dividend of 2/- per Equity Share of Rs. 10/- each in the Company for the year ended 31st March,

2020. The total outflow on account of payment of Dividend is Rs. 66.10 Lacs.

4. RESERVES

In view of the losses, the Company does not propose to transfer any amount to general reserve.

5. CHANGE IN NATURE OF BUSINESS

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.

6. MATERIAL CHANGES AND COMMITMENTS

The 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 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.

8. 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.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board in conjunction with its committees ensures transparency, responsibility and accountability with an aim to create long-term sustainable growth. All Directors are astute professionals coming from varied backgrounds possessing rich experience and expertise. The Board of Directors (the Board) holds a fiduciary position to promote the success of the Company for the benefit of its members. They are entrusted to direct, monitor and guide the Management towards building of such goals and objectives that guarantees effectiveness and enhancement of shareholder value and fulfils their aspirations.

COMPOSITION OF THE BOARD AS ON 31ST MARCH, 2020.

Name of the Director Category
1. Mr. Ashok B. Harjani Chairman & Managing Director
2. Mrs. Nisha P. Harjani CFO & Director
3. Mr. Lokesh P. Harjani Whole Time Director
4. Mrs. Sonia A. Harjani Director
5. Ms. Sonu A. Chowdhary Non-Executive - Independent Director
6. Mr. Rajesh M. Mahtani Non-Executive - Independent Director
7. Mr. Prem I. Gidwani Non-Executive - Independent Director
8. Mr. Lalit D. Advani Non-Executive - Independent Director
9. Mr. Gaurish D. Tawte Company Secretary and Compliance Officer

CHANGES IN THE COMPOSITION OF THE BOARD OF DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

During the year 2019-20 changes in the composition of the Board of Directors and other Key Managerial Personnel are as under:-

?? Mr.Lalit D. Advani was appointed as Non- Executive Independent Director w.e.f. 28th May 2019.

?? Ms. Pooja Shekhawat resigned from the post of Company Secretary and Compliance Officer w.e.f. 30th April 2019.

?? Ms.Snehal S. Tondwalkar was appointed as Company Secretary and Compliance Officer w.e.f. 10th May 2019.

?? Ms.Snehal S. Tondwalkar resigned from the post of Company Secretary and Compliance Officer w.e.f. 16th September 2019.

?? Mr. Gaurish D. Tawte was appointed as Company Secretary and Compliance Officer w.e.f. 04th November 2019.

Board Meetings held and attendance of Directors during the year 2019-20.

Date of Board Meeting Total No. of Directors Total No. of Directors Present
1. 28th May, 2019 7 5
2. 05th August, 2019 8 8
3. 04th November, 2019 8 6
4. 14th February, 2020 8 7

None of the Directors on the Board is a member in more than 10 Committees and Chairman in more than 5 committees, as specified in Regulation 26(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [the "SEBI (LODR) Regulations, 2015"], across all Companies in which he/she is a Director. The necessary disclosures regarding Committee positions have been made by the Directors.

RETIREMENT BY ROTATION

In accordance with the provision of Companies Act, 2013 and the Articles of Association of the Company, Mr. Ashok B. Harjani retires by rotation and is eligible for the reappointment. Necessary information for Directors liable to retire by rotation has been included in the notice convening the ensuing Annual General Meeting and requisite details have been provided in the explanatory statement of the notice. your directors recommend the said appointment.

KEY MANAGERIAL PERSONNEL

The following persons continued as Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013:

a) Mr. Ashok B. Harjani –Managing Director

b) Mrs. Nisha P. Harjani – Director - Chief Financial Officer

c) Mr. Gaurish Tawte– Company Secretary

Remuneration and other details of the Key Managerial Personnel for the Financial year ended 31st March, 2020 are mentioned in the Extracts of the Annual Return in Form MGT-9 which is enclosed as Annexure – 3 and forms part of this Report.

INDEPENDENT DIRECTOR your Company appointed Independent Directors who are renowned people having expertise / experience in their respective field/profession. In compliance with Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations, all Independent Directors have given a declaration that they meet the criteria of independence as provided under law. None of the Independent Directors are promoters or related to Promoters. The Non-executive Independent Directors have no pecuniary relationship or transactions with the Company in their personal capacity except for sitting fees drawn by them for attending the meeting of the Board and Committee(s) thereof and further do not hold two percent or more of the total voting power of the Company.

During the year, meeting of Independent Directors was held on 14th February, 2020 to review the performance of the Board as a whole on parameters of effectiveness and to assess the quality, quantity and timeliness of flow of information between the management and the Board. The Independent Directors discussed, among other matters, the performance of the Company and risk faced by it, the flow of information to the Board, competition, strategy, leadership strengths and weaknesses, governance, compliance, Board movements, human resources matters and performance of executive directors including Chairman.

The Declarations required under Section 149(7) of the Companies Act, 2013 from the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013, was duly received by the Company.

10. AUDIT COMMITTEE

The Audit Committee which acts as a link between the management, external and internal auditors and the Board of Directors of the Company is responsible for overseeing the Companys financial reporting process by providing direction to audit function and monitoring the scope and quality of internal and statutory audits.

The composition of the Committee is in compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 SEBI (LODR) Regulations, 2015. The Chairperson of the Committee is a Non-Executive Independent Director.

COMPOSITION OF AUDIT COMMITTEE OF THE COMPANY:

Name of the Director Category Designation
1. Mr. Prem I. Gidwani Non-Executive - Independent Director Chairman
2. Ms. Sonu A. Chowdhary Non-Executive - Independent Director Member
3. Mr. Rajesh M. Mahtani Non-Executive - Independent Director Member
4. Mr. Ashok B. Harjani Chairman & Managing Director Member

The Audit Committee also meets the Companys Statutory Auditors to ascertain their views on the financial statement.

The Committee members meet regularly and make their recommendations in accordance with the terms of reference specified by the Board. Such recommendations are thoroughly discussed in Board meetings and by and large accepted for implementation.

AUDIT COMMITTEE MEETINGS HELD AND ATTENDANCE OF DIRECTORS DURING THE YEAR 2019-20

Date of Meeting Total No. of Directors Total No. of Directors Present
1. 28th May, 2019 4 3
2. 05th August, 2019 4 4
3. 04th November, 2019 4 3
4. 14th February, 2020 4 4

The Audit Committee acts in accordance with the broad terms of reference specified by the Board of Directors in adherence to Section 177 of the Companies Act, 2013 (the ‘Act). The scope of activities of the Audit Committee includes the areas laid out in Section 177 of the Act and Part C of Schedule II of SEBI (LODR) Regulations, 2015.

11. STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition of the Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 SEBI (LODR) Regulations, 2015. The Chairman of the Committee is a Non-Executive Independent Director.

COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE OF THE COMPANY:

Name of the Director Category Designation
1. Mr. Rajesh M. Mahtani Non-Executive - Independent Director Chairman
2. Ms. Sonu A. Chowdhary Non-Executive - Independent Director Member
3. Mr. Ashok B. Harjani Chairman & Managing Director Member

Mr. Gaurish Tawte is Compliance Officer appointed for complying with the requirements of the Listing Regulations and requirements of securities laws, including SEBI (Prohibition of Insider Trading) Regulations, 2015.The role of Stakeholders Relationship Committee includes as specified in Part D of the Schedule II of the SEBI (LODR) Regulations, 2015.

STAKEHOLDERS RELATIONSHIP COMMITTEE MEETINGS HELD AND ATTENDANCE OF DIRECTORS DURING THE YEAR 2019-20:-

Date of Meeting Total No. of Directors Total No. of Directors Present
1. 28th May, 2019 4 3
2. 05th August, 2019 3 3
3. 04th November, 2019 3 2
4. 14th February, 2020 3 3

M/s. Big Shares Services Pvt. Ltd. is the Registrar and Share Transfer Agent of the Company. The delegated authority is taking measures so that the share transfer formalities are attended to atleast once in a fortnight. The Company Secretary is also authorized by the Board to do all the acts, deeds and matters and sign all the documents that may be required in the matter relating to shares from time to time. No complaint was remained unattended and pending to be resolved as on March 31, 2020.

STATUS OF INVESTOR COMPLAINTS /OTHER CORRESPONDENCE

Subject matter of Correspondence Pending as on 31st March, 2019 Received & resolved during the year Pending as on 31st March, 2020
Non-receipt of Share Certificates - 1 -
Non-receipt of Dividend - - -
Non-receipt of Annual Report - - -
Query -Transfer of shares - - -

12. NOMINATION AND REMUNERATION COMMITTEE

The composition of the Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the of the SEBI (LODR) Regulations, 2015. The Chairperson of the Committee is a Non-Executive Independent Director.

COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE OF THE COMPANY:

Name of the Director Category Designation
1. Mr. Prem I. Gidwani Non-Executive - Independent Director Chairman
2. Ms. Sonu A. Chowdhary Non-Executive - Independent Director Member
3. Mr. Rajesh M. Mahtani Non-Executive - Independent Director Member
4. Mr. Ashok B. Harjani Chairman & Managing Director Member

The role of NRC includes the areas laid out in Section 178 of the Act and Part D of Schedule II of the SEBI (LODR) Regulations, 2015. The Board of Directors on recommendation of the NRC has adopted a policy for evaluation of the Board, its Committees. The details of remuneration paid to all Directors are provided under the head "Disclosures" in this Report. Nomination & Remuneration Policy has been framed, adopted and implemented by the Nomination and Remuneration Committee, with broad objectives, for determining and recommending the remuneration of the Directors, KMP and Senior Management to the Board.

NOMINATION AND REMUNERATION COMMITTEE MEETINGS HELD AND ATTENDANCE OF DIRECTORS DURING THE YEAR 2019-20:-

Date of Meeting Total No. of Directors Total No. of Directors Present
1. 28th May, 2019 3 2
2. 04th November, 2019 4 3
3. 14th February, 2020 4 4

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of Companies Act, 2013 and read with Rule 5(1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2017 are forming part of this Annual Report.

13. AUDITORS

STATUTORY AUDITORS

M/s. Sanjay Raja jain & Co, Chartered Accountants, Mumbai (ICAI Firm Registration No. 112364W) were appointed as Statutory Auditors of the Company pursuant to the provisions of Section 139(8) and other applicable provisions, if any, of the Companies Act, 2013 as amended from time to time or any other law for the time being in force (including any statutory modification or amendment thereto or re-enactment thereof for the time being in force), till the conclusion of the 39th Annual General Meeting of the Company to be held in the year 2023, at such remuneration plus applicable Tax, out of Pocket Expenses in connection with the audit as the Board of Directors of the Company may fix in this behalf in consultation with the Auditors.

SECRETARIAL AUDITORS

During the year, Secretarial Audit was carried out by M/s. Sanjay Dholakia & Associates (Membership No.

F2655), a firm of Company Secretaries in Practice, the Secretarial Auditor of the Company for the financial year 2019-20, Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The observations of the Secretarial Auditor are self-explanatory. The detailed report on the Secretarial Audit is annexed herewith.

14. COMPLIANCES UNDER COMPANIES ACT, 2013 SHARE CAPITAL

The Issued, subscribed and Paid-up Equity Share Capital of Company has remained unchanged during the year. During the year under review the Company has not issued any securities, convertible Warrants/Bonds and/or other debt securities, which has likely impact on the Equity of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details Loans, guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to financial statements.

INSURANCE your Company has taken appropriate insurance for all assets against foreseeable perils.

15. RELATED PARTY TRANSACTIONS

The Company has formulated a policy on dealing with Related Party Transaction. The policy is placed on the website of the Company. All the transactions entered into with Related Parties as defined under the Companies Act 2013, Regulation 2(1)(zc) and Regulation 23 of SEBI (LODR) Regulations, 2015 during the financial year were in the ordinary course of business and on an arms length basis and do no attract the provisions of Section 188 of the Companies Act, 2013. The Related Party Transactions are disclosed in the notes of financial statements for the financial year 2019-20 and the same is furnished in Form AOC-2 and is forming part of Annual Report.

16. DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Act:

i. that in the preparation of the Annual Accounts for the year ended March 31, 2020, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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 as at March 31, 2020 and of the profit of the Company for the year ended on that date;

iii. at the Directors 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. the annual accounts have been prepared on a going concern basis;

v. that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and vi. that 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.

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 companys internal financial controls were adequate and effective during the Fy 2019-20.

17. RISK MANAGEMENT POLICY AND FRAMEWORK

The Companys risk management policy and framework is based on a clear understanding of various risks, disciplined risk assessment and measurement procedures and continuous monitoring. The policies and procedures established for this purpose are continuously benchmarked with industry best practices. The Board of Directors has oversight on all the risks assumed by the Company. The Board reviews the level and direction of major risks pertaining to market, liquidity, operational, compliance, and capital at risk as part of risk profile overview.

The Companys business faces various risks - strategic as well as operational in respect of all its Divisions. The Company has an adequate risk management system, which takes care of identification, assessment and review of risks as well as their mitigation plans put in place by the respective risk owners. The risks which were being addressed by the Company during the year under review included risks relating to market conditions, environmental, information technology etc. The Company has developed and implemented the Risk Management Policy with an objective to provide a more structured framework for proactive management of all risks related to the business of the Company and to make it more certain that growth and earnings targets as well as strategic objectives are met. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms the part of this report.

The Audit Committee of the Board reviews the risk assessment and minimization procedure in the light of the Risk Management Policy of the Company.

In the opinion of the Board, there is no such element of risk which may threaten the present existence of the Company.

18. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (LODR) Regulations, 2015 the Board has carried out an annual performance evaluation of its own performance and that its statutory committee and that of the individual directors. Independent Directors at their meeting without the participation of the Non-independent Directors and Management considered / evaluated the Boards performance, Performance of the Chairman and other Non-independent Directors. The Board has undergone a formal review which comprised Board effectiveness and review of materials.

The Board of Directors expressed their satisfaction with the evaluation process.

COMPANYS CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In accordance with the requirements of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and amendments thereto, the Company has also in place a comprehensive code of conduct for prevention of insider trading.

19. CORPORATE GOVERNANCE

The Company is adhering to good corporate governance practices in every sphere of its operations. The Company has complied with the Corporate Governance requirements under the Companies Act, 2013 and as stipulated under Regulations 17 to 27 of the SEBI Listing Regulations) read with schedule II thereof. A separate report on Corporate Governance forms part of this Report along with the Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance.

20. CORPORATE SOCIAL RESPONSIBILITY

The Company has a Policy on Corporate Social responsibility (CSR) duly approved by the Board and the same has been hosted on Companys website at www.premcoglobal.com. The CSR budget for the Financial year 2019-2020 was prepared in accordance with the provisions of Section 135 (5) of the Companies Act, 2013 read with the Companys CSR Policy. The amount so budgeted was fully spent on or before 31st March, 2020, the detailed report on CSR Activities/ Initiatives is enclosed as Annexure to the report.

21. ANNUAL RETURN & EXTRACTS OF ANNUAL RETURN

In compliance with Section 134 (3)(a) of the Companies Act, 2013, the Annual Return of the Company shall be made available on the website of the Company at www. premcoglobal.com . Extract of Annual Return enclosed as Annexure to the report.

22. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to Section 177(9) read with Regulation 22 of the SEBI Listing Regulations, your Company has duly established Vigil Mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of companys code of conducts or ethics policy. Audit Committee of the Board monitors and oversee the vigil mechanism.

The detailed policy related to this vigil mechanism is available in the Companys website at www.premcoglobal.com.

23. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has been employing women employees in various cadres. There were no instances taken place in the Company during the year which are required to be reported under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

24. Quality Policy your Company strive for ‘excellence by providing customized solutions, products & services that best satisfies the requirements of our Customers and continuously improve quality, reliability & service with the help of an effective Quality Management System, encompassing all statutory, regulatory, health, safety & environment requirements at our work place.

25. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Independent Directors are familiarized with their roles, rights and responsibilities in the Company as well as with the nature of industry and business model of the Company through induction programmers at the time of their appointment as Directors and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the Directors from time to time.

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

The Company does not have joint Ventures/Associate Companies. The Company has incorporated foreign subsidiary in Vietnam viz. Premco Global Vietnam Company Limited in which it holds 85%.

27. HUMAN RESOURCE

Company treats its "human resources" as one of the most important assets. The Management of the Company lays continuous focus on human resources, who are trained and updated on various issues from time to time to attain the required standards. The correct recruitment practices are in place to attract the best technical manpower to ensure that the Company maintains its competitive position with respect to execution. your Company continuously invests in attraction, retention and development of talent on an ongoing basis.

28. INTERNAL CONTROL AND ITS ADEQUACY

The Company has adequate internal controls and processes in place with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. These controls and processes are driven through various policies, procedures and certifications. The processes and controls are reviewed periodically. The Company has a mechanism of testing the controls at regular intervals for their operating effectiveness to ascertain the reliability and authenticity of financial information.

29. Transfer of Unclaimed Dividend and Shares to Investor Education and Protection Fund (IEPF)

In compliance with the provisions of Section 124 (5) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, a sum of Rs. 2,13,583/- being the dividend lying unclaimed out of the dividend declared by the Company for the Financial year 2011-2012 were transferred to IEPF. The details of the said unclaimed dividend transferred is available at the website of the Company at https://www. premcoglobal.com/investors Similarly, During the period under review 15,450 Equity Shares pertaining to financial year 2011-2012 have been transferred to IEPF authorities on 17.01.2020 vide Corporate Action in compliance with the provisions of Section 124 of the Companies Act, 2013 and Rule 6 of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 after sending letters to those Shareholders and also making an advertisement in the newspapers in this regard. Details of these shares transferred to IEPF are available on the website of the Company at https://www.premcoglobal.com/ investors

30. 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 companys operations in future.

31. 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 placed the order for Solar Panels in its Dadra Facility in compliance with local regulations.

II. The steps taken by the company for utilising alternate sources of energy

The Companys present outlay does not recommend for alternate source of energy. The Company is in the process of identifying high consumption areas of electricity and has been workings on to replace 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 made significant efforts towards modifying machines and technology for increasing outputs, reducing operating costs and wastages.

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

The improved efficiency in production has resulted in substantial cost reduction due to lower wastages. The Company is endeavor to deliver best quality products at a lower cost.

II. The details of technology imported

Company did not import any new technology during current Financial year.

C. Foreign exchange earnings and Outgo: The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgoes during the year are: (Rs. In Lacs)

PARTICULARS 2019-20 2018-19
Foreign Exchange Earning 1,746.56 2354.62
Foreign Exchange Outgo
-Raw Materials & Spares - 1.18
-Capital Goods 39.61 52.13
-Travelling 71.70 76.05
-Expenses for Export 2.38 7.96
-Insurance Charges - 0.53
-Professional Fees 70.11 9.22

32. MANAGERIAL REMUNERATION

A) Details of the ratio of the remuneration of each director to the median employees 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
Mr. Ashok B. Harjani Chairman & Managing Director 35.46
Mr. Lokesh P. Harjani Whole Time Director 24.85
Mrs. Nisha P. Harjani CFO & Director 15.97
Mrs. Sonia A. Harjani Director 0.90

B) The percentage increase in remuneration of each

Director, Chief Financial Officer, Chief Executive Officer, Company Secretary.

Particulars % increase in remuneration
Mr. Ashok B. Harjani, Managing Director 50%
Mr. Lokesh P. Harjani, Whole Time Director 50%
Mrs. Nisha P. Harjani, CFO& Director 50%
Mrs. Sonia A. Harjani, Director -
Mr. Gaurish Tawte , Company Secretary -

-Independent Directors are given only sitting fees.

C) Percentage increase in the median remuneration of employees in financial year 8%.

D) The number of permanent employees as on 31st March, 2020 was 176.

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 Companys Performance.

F) Comparison of remuneration of key managerial personnel against performance of the company (Rs. In Lacs)

Aggregate Remuneration of Key Managerial Personnel (KMP) 193.27
Revenue 4970.31
Remuneration of KMPs (as % of revenue) 3.88 %
Profit Before Tax (247.19)
Remuneration of KMP(as % of PBT) -

G) Variation in Market Capitalization of the Company

Price Earnings ratio of current financial year and previous financial year:

(Rs. In Lacs)

Particulars March 31,2020 March 31, 2019 % change
Market Capitalization 1553.25 4659.76 (-)66.66%
Price Earnings Ratio (5.94) 48.96 (-) 112.13%

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

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 there is increase in managerial remuneration as compared to last year, the same has been approved by Nomination and Remuneration Committee. Whereas the employees remuneration has been increased as per market trends.

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

(Rs. In Lacs)

Mr. Ashok B. Harjani Managing Director Mr. Lokesh P. Harjani Executive Director Mrs. Nisha P. Harjani Chief Financial officer Mr. Gaurish Tawte Company Secretary
Remuneration in Fy 19-20 87.63 60.62 39.12 2.13
Total Revenue 4970.31
Remuneration as % of revenue 1.76 1.21 0.78 0.04
Profit Before Tax (PBT) (247.19)
Remuneration as % of PBT - - - -

K) The key parameters for the variable component of remunerationavailedbytheDirectorsareconsideredby the Board of Directors based on the recommendations of the Nomination and Remuneration Committee. 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 L) No employees remuneration throughout the year 2019-2020 exceeded Rupees One Crore and two Lakh or more per annum.

M) No employees remuneration for the year 2019-2020 exceeded the remuneration of any Directors.

N) No employee employed for a part of the year is in receipt of remuneration aggregating to Rupees Eight Lakhs Fifty thousand or more per month.

O) No employees 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.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34 of the Listing regulations, the Managements discussion and analysis is set out in this Annual Report as Annexure.

34. 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.

EXTRACT OFANNUAL RETURN

FORM MGT 9

(Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Company (Management &Administration) Rules, 2014) Financial year ended on 31.03.2020

I. REGISTRATION & OTHER DETAILS:

1 CIN L18100MH1986PLC040911
2 Registration Date 15.09.1986
3 Name of the Company PREMCO GLOBAL LIMITED
4 Category/Sub-category of the Company Company having Share Capital
5 Address of the Registered office A/26, "PREMCO HOUSE"M.I.D.C , Street No.3, Marol, Andheri (East), Mumbai-400093
6 Contact details 6105 5000
7 Email: admin@premcoglobal.com
8 Whether listed company yes (Listed on BSE)
9 Name, Address & contact details of the Registrar &Transfer Agent, if any. Big Share Services Private Limited,
1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road,
Marol, Andheri (East), Mumbai 400 059.
Tel.No.091-022-62638200
Fax No.091-022- 62638299
Email: investor@bigshareonline.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:

Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the company
1 Manufacturing of Woven & Knitted Elastic Tapes 139(based on 2008 list) 100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

Name and Address of the Company CIN/GLN Holding/Subsidiary/ Associate % of Shares Held Applicable Section
1 Premco Global Vietnam Company Limited NA Subsidiary 85% 2(87)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Category-wise Share Holding

No. of Shares held as on 31st March, 2019 No. of Shares held as on 31st March, 2020
Category of Shareholders Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % Change
Promoter Group
Individual 2210550 - 2210550 66.89 2210550 0 2210550 66.89 -
Bodies Corporate - - - - - - - - -
TOTAL (A) 2210550 - 2210550 66.89 2210550 0 2210550 66.89 -
Public Shareholding
Govt.[Central & State] - - - - - - - -
Govt. Companies - - - - - - - -
Public Financial Institutions - - - - - - - -
Nationalised/ Other Banks - - - - - - - -
Mutual Funds - 72,600 72,600 2.20 - 71300 71300 2.16 0.04
VentureCapital - - - - - - - -
Foreign Holdings (NRI) 149375 11600 160975 4.87 136191 11600 147791 4.47 (0.40)
Bodies Corporate 100806 1100 101906 3.08 84793 1100 85893 2.60 (0.48)
Individuals(Capital upto Rs. 1Lacs) 532888 88566 621454 18.80 519475 63016 582491 17.63 (1.18)
Individuals(Capital 104947 0 104947 3.18 113402 0 113402 3.43 0.26
greater than Rs. 1Lacs)
Hindu Undivided Family 0 0 0 0 42105 0 42105 1.27 1.27
Clearing Member 1044 0 1044 0.03 4494 0 4494 0.14 0.10
Foreign Portfolio Investor 8834 0 8834 0.27 8834 0 8834 027 0.00
IEPF 22490 0 22490 0.68 37940 0 37940 1.15 0.47
TOTAL (B) 920384 173866 1094250 33.11 947234 147016 1094250 33.11 0.00
GRAND TOTAL(A+B) 3130934 173866 3304800 100 3157784 147016 3304800 100.00 0.00

(ii) Shareholding of Promoter & Promoter Group

Shareholding at the end of the year- 31.03.2019

Shareholding at the end of the year- 31.03.2020

Name of the Director/KMP No. of shares % of total shares of the company No. of shares % of total shares of the company
1. MR. ASHOK B. HARjANI 9,64,817 29.19 9,64,817 29.19
2. MR. LOKESH P. HARjANI 4,35,921 13.19 4,35,921 13.19
3. MRS. NISHA P. HARjANI 59,653 1.80 59,653 1.80
4. MRS. SONIA A. HARjANI 1,845 0.05 1,845 0.05
5. MR. SURESH B. HARjANI 4,26,966 12.92 4,26,966 12.92
6. MR. PREM B. HARjANI 2,28,348 6.91 2,28,348 6.91
7. MR. PREM BHAGWANDAS. HARjANI 93,000 2.81 93,000 2.81

(iii) (a) Change in Promoters Shareholding (please specify, if there is no change)

There is no change in Promoter Shareholding.

(iii) (b) Change in Promoters Group shareholding (please specify, if there is no change)

There is no change in Promoters group Shareholding.

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

SR NO Name

Shareholding

Date Increase/ Decrease in Shareholding Reason

Cumulative Shareholding during the year

No. of Shares At the Beginning & end of the year % total Shares of the Company No of Shares % total Shares of the Company
1 MS. MANjU MULCHAND ALWANI 92774 2.81 30-Mar-2019 0 92774 2.81
92774 2.81 31-Mar-2020 0 92774 2.81
2 M/S SOUTHERN INDIA DEPOSITORy SERVICES PVT. 71300 2.16 30-Mar-2019 0 71300 2.16
71300 2.16 31-Mar-2020 0 71300 2.16
3 SMT. NEETA DHIRAj CHABRIA 47659 1.44 30-Mar-2019 0 47659 1.44
47659 1.44 31-Mar-2020 0 47659 1.44
4 MR. PRATyUSH MITTAL . 31914 0.97 30-Mar-2019 0 31914 0.97
0.98 06-Dec-2019 616 Buy 32530 0.98
0.98 24-jan-2020 11 Buy 32541 0.98
32541 0.98 31-Mar-2020 0 32541 0.98
5 M/S GEOMETRIC SECURITIES AND ADVISORy P LTD 20255 0.61 30-Mar-2019 0 20255 0.61
0.61 17-May-2019 50 Buy 20305 0.61
0.62 24-May-2019 148 Buy 20453 0.62
0.61 13-Dec-2019 -170 Sell 20283 0.61
0.61 31-jan-2020 -1 Sell 20282 0.61
20282 0.61 31-Mar-2020 0 20282 0.61
6 MR. RAjIV DAyAL 10374 0.31 30-Mar-2019 0 10374 0.31
0.32 21-jun-2019 200 Buy 10574 0.32
0.33 28-jun-2019 258 Buy 10832 0.33
0.33 05-jul-2019 52 Buy 10884 0.33
0.34 16-Aug-2019 450 Buy 11334 0.34
0.35 23-Aug-2019 263 Buy 11597 0.35
0.37 30-Aug-2019 644 Buy 12241 0.37
0.37 03-Sep-2019 80 Buy 12321 0.37
0.39 06-Sep-2019 427 Buy 12748 0.39
0.40 13-Sep-2019 343 Buy 13091 0.40
0.41 20-Sep-2019 570 Buy 13661 0.41
0.42 27-Sep-2019 250 Buy 13911 0.42
0.43 04-Oct-2019 156 Buy 14067 0.43
0.43 27-Dec-2019 6 Buy 14073 0.43
0.43 03-jan-2020 142 Buy 14215 0.43
0.45 28-Feb-2020 663 Buy 14878 0.45
0.46 06-Mar-2020 340 Buy 15218 0.46
0.46 13-Mar-2020 141 Buy 15359 0.46
0.53 20-Mar-2020 2090 Buy 17449 0.53
0.60 27-Mar-2020 2543 Buy 19992 0.60
0.61 31-Mar-2020 83 Buy 20075 0.61
20075 0.61 31-Mar-2020 0 20075 0.61
7 M/S QUANT CAPITAL SECURITIES PVT LTD 0 0.00 30-Mar-2019 Sell 0 0.00
0.51 19-Apr-2019 17000 Buy 17000 0.51
17000 0.51 31-Mar-2020 0 17000 0.51
8 M/S jOINDRE CAPITAL SERVICES LTD. CLIENT A/C BSE 17000 0.51 30-Mar-2019 0 17000 0.51
0.00 19-Apr-2019 -17000 Sell 0 0.00
0.00 05-jul-2019 39 Buy 39 0.00
0.00 12-jul-2019 45 Buy 84 0.00
0.00 19-jul-2019 -84 Sell 0 0.00
0.00 08-Nov-2019 100 Buy 100 0.00
0.00 15-Nov-2019 -100 Sell 0 0.00
0.00 31-Mar-2020 0 0 0.00
9 M/S APARNAA SAREES PRIVATE LIMITED 16514 0.50 30-Mar-2019 0 16514 0.50
16514 0.50 31-Mar-2020 0 16514 0.50
10 MR. SATyA PRAKASH MITTAL 17428 0.53 30-Mar-2019 0 17428 0.53
0.53 17-May-2019 7 Buy 17435 0.53
0.53 28-jun-19 10 Buy 17445 0.53
0.53 08-Nov-2019 -52 Sell 17393 0.53
17393 0.53 31-Mar-2020 0 17393 0.53
11 MR. SUBODH N PUROHIT 15351 0.46 30-Mar-2019 0 15351 0.46
0.49 16-Aug-2019 825 Buy 16176 0.49
16176 0.49 31-Mar-2020 0 16176 0.49

(v) Shareholding of Directors and Key Managerial Personnel:

Name of the Director/KMP Shareholding at the beginning of the year- 1 st April, 2019 Shareholding at the end of the year- 31st March, 2020
No. of shares % of total shares of the company No. of shares % of total shares of the company
1. MR. ASHOK B. HARjANI 9,64,817 29.20 9,64,817 29.20
2. MR. LOKESH P. HARjANI 4,35,921 13.19 4,35,921 13.20
3. MRS. NISHA P. HARjANI 59,653 1.81 59,653 1.81
4. MRS. SONIA A. HARjANI 1,845 0.06 1,845 0.06
5. MR. GAURISH D. TAWTE 0 0 0 0

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

(In Lacs)

PARTICULARS Secured Loans Excluding Deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
1) Principal Amount 268.03 - 0.00 268.03
2) Interest due but not paid - - 0.00 -
3) Interest accrued but not due 1.8 - 0.00 1.8
Total of (1+2+3) 269.83 - 0.00 269.83
Change in Indebtedness during the financial year
+ Addition - 490.30 0.00 490.30
- Reduction 106.07 - 0.00 106.07
Net change (106.07) 490.30 0.00 384.23
Indebtedness at the end of the financial year
1) Principal Amount 162.71 490.30 0.00 653.01
2) Interest due but not paid - 4.26 0.00 4.26
3) Interest accrued but not due 1.05 - 0.00 1.05
Total of (1+2+3) 163.76 494.56 0.00 658.32

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-Time Directors and/or Manager:

(Rs. In Lacs)

Sr. No Particulars of Remuneration

Name of MD/WTD/DIRECTOR

Total
Mr. Ashok B. Harjani Managing Mr. Lokesh P.Harjani Whole time Mrs. Nisha P. Harjani CFO &Executive Mrs. Sonia A. Harjani Executive Amount
Director Director Director Director
1 Gross Salary
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act 84.63 59.32 38.12 2.54 184.61
(b) Value of perquisites u/s 17(2) Income Tax Act, 1961 - - - - -
(c) Profits in lieu of salary under Section 17(3) Income Tax Act, 1961 - - - -
2 Stock Option - - - - -
3 Bonus 3.00 1.3 1.00 0.21 5.51
4 Sweat Equity - - - - -
5 Commission - - - - -
- As % of Profit
6 Others, please specify - - - - -
Rent
Total 87.63 60.62 39.12 2.75 190.12

B. Remuneration of other directors: I. Independent Directors:-

Particulars of Remuneration Mr. Rajesh M. Mahtani Mr. Prem I. Gidwani Ms. Sonu A. Chowdhary Mr. Lalit D. Advani Total
Sitting Fees for attending board/ committee meetings 7,500/- 9,000/- 6,000/- 4,500/- 27,000/-
Commission - - - -
Others - - - -
Total 7,500/- 9,000/- 6,000/- 4,500/- 27,000/-

C. Remuneration to Key Managerial Personnel Other Than MD/ Manager/ WTD :

(Rs. In Lacs)

Sr. No Particulars of Remuneration

Name of Key Managerial Personnel

Mrs. Nisha P. Harjani Mrs. Pooja Shekhawat Mrs. Snehal S Tondwalkar Mr. Gaurish D Tawte Company Total Amount
CFO & Director Company Secretary (Ceased w.e.f. 30.04.2019) Company Secretary (Ceased w.e.f.16.09.2019) Secretary (Appointed w.e.f. 04.11.2019)
1 Gross Salary
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act 38.12 0.09 0.73 2.13 41.07
(b) Value of perquisites u/s 17(2) Income Tax Act, 1961 - - - - -
(c) Profits in lieu of salary under Section 17(3) Income Tax Act, 1961 - - - - -
2 Stock Option - - - -
3 Bonus 1.00 0.16 - - 1.16
4 Sweat Equity - - - - -
5 Commission - - - - -
As % of Profit -
6 Others, please - - - -
specify
Total 39.12 0.25 0.73 2.13 42.23

VII. PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES (Under the Companies Act):

Type Brief Description Details of Penalty/ Punishment/ Compounding fees imposed Authority (RD/ NCLT/Court) Appeal made if any (give details)
A. COMPANy
Penalty None
B. DIRECTORS
Penalty Punishment Compounding None
C. OTHER OFFICERS IN DEFAULT
Penalty Punishment Compounding None