Premco Global Ltd Directors Report.

To the Members of Premco Global limited Mumbai.

Opinion

We have audited the accompanying (Standalone) FINANCIAL statements of Premco Global limited ("the Company") which comprise the BALANCE Sheet as at March 31, 2019, the Statement of Profit and Loss, CashFLOW Statement and the Statement of changes in Equity for the year then ended, including summary of significant and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid STANDALONE FINANCIAL statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2019, and its Profit /loss,CashFLOW and the changes in equity ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on

Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the FINANCIAL Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the FINANCIAL statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the STANDALONE FINANCIAL statements of the current period. These matters were addressed in the context of our audit of the STANDALONE FINANCIAL statements as a whole, and in forming our opinion thereon. There are no other key audit matters and we do not provide a separate opinion on these matters.

Information Other than the STANDALONE FINANCIAL Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management

Discussion and Analysis, Boards Report including Annexures to Boards Report, Business Responsibility Report, Corporate Governance and Shareholders Information, but does not include the STANDALONE FINANCIAL statements and our auditors report thereon.

Our opinion on the STANDALONE FINANCIAL statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the STANDALONE FINANCIAL statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the STANDALONE FINANCIAL statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibility of Management for the STANDALONE FINANCIAL Statements

The Companys Management and Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the reparation of these Standalone)financial statements that give a true and fair view of the FINANCIAL position, FINANCIAL performance, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards prescribed under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal FINANCIAL controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the FINANCIAL statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the FINANCIAL statements, management and Board of Director are responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Board of Directors is also responsible for overseeing the companys FINANCIAL reporting process.

Auditors Responsibility for the Audit of the FINANCIAL statements

Our objectives are to obtain reasonable assurance about whether the STANDALONE FINANCIAL statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these STANDALONE FINANCIAL statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also :

l Identify and assess the risks of material misstatement of the STANDALONE FINANCIAL statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls.

l Obtain an understanding of internal FINANCIAL controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal FINANCIAL controls system in place and the operating effectiveness of such controls.

l Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

l Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the STANDALONE FINANCIAL statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors However, future events or conditions may cause the Company to cease to continue as a going concern.

l Evaluate the overall presentation, structure and content of the STANDALONE FINANCIAL statements, including the disclosures, and whether the STANDALONE FINANCIAL statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the STANDALONE FINANCIAL statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the FINANCIAL statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the FINANCIAL statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the STANDALONE FINANCIAL statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

OTHER MATTERS

The Company has been providing depreciation at accelerated rate on plant & machinery based on triple shift working. During the year the plant & machinery has been used for a substantially lesser than the normal capacity, effectively resulting in achieving capacity equivalent to double shift working. Consequently, the useful life has been reviewed by the management and adjusted prospectively based on the accelerated rate of depreciation as applicable to double shift working. The effect of the above has resulted in reducing the deprecation expenditure for the year and increasing the written down value of plant & machinery by Rs. 44.42 lacs (P.Y. 46.44 lacs). Our report is not modified for this matter.

Report on Other legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable.

2. As required by section 143 (3) of the Act, based on our audit, we report that: a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit; b. in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books; c. the BALANCE Sheet, the Statement of Profit and Loss, the CashFLOW Statement and Statement of changes in Equity dealt with by this Report are in agreement with the books of account; d. in our opinion, the aforesaid STANDALONE FINANCIAL statements comply with the Accounting Standards specified under section 133 of the Act as applicable. e. On the basis of written representations received from the directors as on March 31, 2019 taken on record by the Board of Directors, none of the directors is disqualified on March 31, 2019 from being appointed as a director in terms of Section 164 (2) of the Act. f. With respect to the adequacy of the internal FINANCIAL controls over FINANCIAL reporting of the Company the operating effectiveness of such controls, refer to our separate Report in "Annexure B". g. With respect to the other matters to be included in the Auditors Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act. h. With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014,in our opinion and to the best of our information and according to the explanations given to us: i. The Company has disclosed the impact of pending litigations on its FINANCIAL position in its STANDALONE FINANCIAL Statements. ii. The Company, has long-term contracts including derivative contracts as at March 31 2019 for which there were no material foreseeable losses; iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

For SANJAY RAJA JAIN & CO.
-Chartered Accountants
FRN 120132W
Surjeet Jain
Partner
Membership No.: 129531
Place: Mumbai
Date: 28/05/2019

"Annexure A" to the Independent Auditors Report

Referred to in paragraph 1 under the heading ‘Report on Other Legal & Regulatory Requirement of our report of even date to the STANDALONE FINANCIAL statements of the Company for the year ended March 31, 2019:

1) (a) The Company is in the process of updating Fixed Asset register with a object of maintaining proper records showing FULL PARTICULARS, including quantitative details and situation of fixed assets; and the data is in the process of input in the new software program.

(b) The fixed assets have been physically verified by the management at reasonable intervals once in 3 years on rotation basis in a phased periodical manner and we are informed that no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets.

(c) The title deeds of immovable properties are held in the name of the company except in respect of land at Palghar where the sale deed dated 20/08/1986 amounting to Rs. 1.63 Lacs is in the name of Premco Narrow Fabrics Private Limited and that the necessary mutation has been effected in the name of the company as per Local Grampanchayat Karyalay Alyali, Palghar.

2) In our opinion, the management has conducted physical verification of inventory, excluding stocks with third parties, at reasonable intervals during the year and no material discrepancies between physical inventory and book records were noticed on physical verification. In respect of inventories lying with Third parties, these have substantially been confirmed by them.

3) According to information and explanations given to us, the company has not granted loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Act except in respect of Loan given by the company to its Subsidiary covered in the Register maintained under section 189 of the Act: a) In our opinion, the terms and conditions on which loan have been granted are not prejudicial to the interest of the Company. b) The schedule of repayment of principal and interest has been stipulated and that such repayments of principal and interest are regular. c) There are no overdue amount of loan given as at year end.

4) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 in respect of loans, investments, guarantees and securities.

5) According to the information and explanation given to us the Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.

6) According to the information and explanations provided by the management, the company is not engaged in production of any such goods or provision of any such services for which the Central Government has prescribed PARTICULARS relating to utilisation of material or labour or other items of cost. Hence, provisions of section 148(1) of the Companies Act,2013 do not apply to the company.

7) (a) According to information and explanations given to us and on the basis of our examination of the books of account, and records, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales tax, Service Tax, Duty of Customs, Duty of Excise, Value added Tax, Cess, and any other applicable statutory dues wherever applicable, with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at March 31, 2019 for a period of more than six months from the date on which they become payable except as follows: There are demand raised from the Central Processing Center TDS aggregating to Rs. 47,020/- for various years. As informed to us the company is in the process of identifying the nature of such demands and whether any rectification/disputes are required to be taken before jurisdictional authorities.

(b) According to the information and explanation given to us, there are no dues of income tax, sales tax, service tax, duty of customs, duty of excise, value added tax outstanding on account of any dispute except as stated below :

Sr. No. Name of Statute Nature of Dues Forum where Dispute is pending

Asst. Year

Amount in Rs. in Lacs

1 Income Tax Act Income Tax Assessing Officer

2009-10

4.53

2 Gujarat CST Dy. Commisioner of Sales Tax and Vat

2014-15

92.23

Sales Tax
3 Dadra and Nagar Haveli CST Commissioner of Sales Tax and VAT

2014-15

1187.76

Sales Tax

8) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to FINANCIAL institutions, bank. No loans have been taken from government or debentures holders.

9) According to the information and explanation given to us, the company has not raised moneys by way of initial public offer or further public offer including debt instruments. Money raised by way of term Loans during the year has been applied for the purpose for which they were raised.

10) During the course of our examination of the books and records of the company, carried in accordance with auditing standard generally accepted in India, we have neither come across any instance of fraud by the Company or on the company by its officers or employees noticed or reported during the course of our audit nor have we been informed of any such instance by the management.

11) As explained to us, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with

Schedule V to the Companies Act, 2013

12) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the Order are not applicable to the Company.

13) In our opinion, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial

Statements as required by the applicable Indian accounting standards.

14) The company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

15) Based upon the audit procedures performed and the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company.

16) In our opinion, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company.

For SANJAY RAJA JAIN & CO.
Chartered Accountants
FRN 120132W
Surjeet Jain
Partner
Membership No.: 129531
Place: Mumbai
Date: 28/05/2019

"Annexure B" to the Independent Auditors Report of even date on the STANDALONE Ind AS FINANCIAL Statements of Premco Global limited

(referred to in paragraph 2(f) under "Report on Other Legal and Regulatory Requirement" of our report of even date)

Report on the Internal FINANCIAL Controls over FINANCIAL Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financialcontrols over FINANCIAL reporting of Premco Global limited ("the Company") as of March 31, 2019 in conjunction with our audit of the STANDALONE FINANCIAL statements of the Company for the date.

Managements Responsibility for Internal FINANCIAL Controls

The Companys management is responsible for establishing and maintaining internal FINANCIAL controls based on over FINANCIAL reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal FINANCIAL Controls over FINANCIAL Reporting issued by the Institute of Chartered Accountants of India (‘ICAI). These responsibilities include the design, implementation and maintenance of adequate internal FINANCIAL controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable FINANCIAL information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal FINANCIAL controls over FINANCIAL reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal FINANCIAL Controls Over FINANCIAL Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal FINANCIAL controls, both applicable to an audit of Internal FINANCIAL Controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal FINANCIAL controls over FINANCIAL reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal FINANCIAL controls system over FINANCIAL reporting and their operating effectiveness. Our audit of internal FINANCIAL controls over FINANCIAL reporting included obtaining an understanding of internal FINANCIAL controls over FINANCIAL reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the FINANCIAL statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient ended on that and appropriate to provide a basis for our audit opinion on the Companys internal FINANCIAL controls system over FINANCIAL reporting.

Meaning of Internal FINANCIAL Controls Over FINANCIAL theinternalcontrol Reporting A companys internal FINANCIAL control over FINANCIAL reporting is a process designed to provide reasonable assurance regarding the reliability of FINANCIAL reporting and the preparation of FINANCIAL statements for external purposes in accordance with generally accepted accounting principles. A companys internal FINANCIAL control over FINANCIAL reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of FINANCIAL statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the FINANCIAL statements.

Inherent limitations of Internal FINANCIAL Controls Over FINANCIAL Reporting

Because of the inherent limitations of internal FINANCIAL controls over FINANCIAL reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal FINANCIAL controls over FINANCIAL reporting to future periods are subject to the risk that the internal FINANCIAL control over FINANCIAL reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal FINANCIAL controls system over FINANCIAL reporting and such internal FINANCIAL controls over FINANCIAL reporting were operating effectively as at March 31, 2019, based on the internal control over FINANCIAL reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal FINANCIAL Controls Over FINANCIAL Reporting issued by the Institute of Chartered Accountants of India.

For SANJAY RAJA JAIN & CO.
Chartered Accountants
FRN 120132W
Surjeet Jain
Partner
Membership No.: 129531
Place: Mumbai
Date: 28/05/2019