premco global ltd Directors report

To the Members of

Premco Global Limited

Your Directors have pleasure in presenting their Thirty Nine Annual Report of Premco Global Limited together with the Audited Accounts for the year ended 31^st March, 2023.

1. FINANCIAL SUMMARY HIGHLIGHTS

The Financial Performance for financial year 2022-2023 is summarized in the following table: -

(Rs.inLakhs)

Particulars	Standalone		Consolidated
	March 2023	March 2022	March 2023	March 2022
Total Revenue	7,304.30	8,922.66	9,647.03	13,190.86
Expenses	5,867.07	7,327.73	7,946.02	10,197.13
Profit Before Finance Cost, Depreciation & Amortization Exp.	1,437.23	1,594.93	1,701.01	2,993.73
Finance Cost	55.29	76.98	192.70	196.14
Depreciation & Amortization Exp.	267.14	198.62	546.05	473.60
Profit/(Loss) before Extraordinary Items	1,114.80	1,319.33	962.26	2,323.99
Extraordinary Items	(20.00)	(17.32)	(139.99)	(17.32)
Profit/(Loss) before Taxation	1,134.80	1,336.65	1,102.25	2,341.31
Less : Provision for current Taxation	266.00	306.00	277.81	406.85
Deferred Taxation adjustment	(18.54)	76.40	(18.54)	76.39
Short/(Excess) Income Tax Provision	(7.17)	18.26	(100.93)	82.21
Profit/(Loss) After Taxation	894.51	935.99	943.91	1,775.86
Minority Interest	-	-	0.69	120.51
Other Comprehensive Income (Net of Tax)	32.40	12.50	32.40	12.49
Total Comprehensive Income	926.91	948.49	975.62	1,667.84
Paid up Equity Share Capital	330.48	330.48	330.48	330.48
Earnings Per Share (Rs.)	27.07	28.32	28.54	50.09

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

During the year under review, the total revenue stood at Rs. 7,304.30 Lacs as against Rs. 8,922.66 Lacs in the previous year. Companys revenue from operations stood at Rs. 7,085.97 Lacs as against Rs. 8,640.22 Lacs in the previous year. Other Income stood at Rs. 218.32 Lacs as compared to Rs. 282.44 Lacs in previous year. The Company incurred Net Profit after Tax of Rs. 894.51 Lacs as compared to Net Profit after Tax of Rs. 935.99 Lacs during the previous accounting year.

CONSOLIDATED ANALYSIS

During the year under review, on consolidated basis, the total Revenue stood at Rs. 9,647.03 Lacs as compared to Rs. 13,190.86 Lacs in the previous year. Revenue from operations stood at Rs. 9334.15 Lacs as against Rs. 12,822.69 Lacs in the previous year. Other Income stood at Rs. 312.88 Lacs as compared to Rs. 368.17 Lacs in previous year. Net Profit after Tax stood at Rs. 943.91 Lacs as compared to the Net Profit after Tax of Rs. 1,775.86 Lacs during the previous accounting year.

2. SHARE CAPITAL

The issued, subscribed and paid up share capital of the Company as on 31^st March, 2023 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

INTERIM DIVIDEND

1^st Interim Dividend for FY 2022-2023:

The Board of Directors of the Company at its meeting held on 12^th August 2022 approved 1^st Interim Dividend for the financial year 2022-2023 at Rs. 2 /- per Share of Rs.10 each (20%). The same was paid to shareholders whose name appeared on the register of Members of the company or in the records of the depositories as beneficial owners of the shares as on 25^th August 2022 which was the Record date fixed for the purpose.

2^ndInterim Dividend for FY 2022-2023:

The Board of Directors of the Company at its meeting held on 11^th November 2022 approved 2^nd Interim Dividend for the financial year 2022-2023 at Rs.2 /- per Share of Rs.10 each (20%). The same was paid to shareholders whose name appeared on the register of Members of the company or in the records of the depositories as beneficial owners of the shares as on 25^th November 2022 which was the Record date fixed for the purpose.

3^rd Interim Dividend for FY 2022-2023:

The Board of Directors of the Company at its meeting held on 10^th February 2023 approved 3^rd Interim Dividend for the financial year 2022-2023 at Rs. 6 /- per Share of Rs.10 each (60%). The same was paid to shareholders whose name appeared on the register of Members of the company or in the records of the depositories as beneficial owners of the shares as on 23^rd February 2023 which was the Record date fixed for the purpose.

FINAL DIVIDEND FOR FY 2022-2023

Your Directors are pleased to recommend to the Members, for their approval, a Final dividend of Rs. 5/- per Equity Share of Rs. 10/- each (50%) in the Company for the year ended 31st March, 2023. The above is in addition to Interim Dividends distributed above.

4. RESERVES

The Company does not propose to transfer any amount to general reserve as it is not mandatory.

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 within the meaning of Companies Act, 2013 and the Rules made thereunder 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 AND KEY MANAGERIAL PERSONNEL AS ON 31^st MARCH, 2023.

Sr. Name of the Directors No. and KMP	Category
1. Mr. Ashok B. Harjani	Chairman & Managing Director
2. Mrs. Nisha P. Harjani	Director and Chief Financial Officer
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. R. C. Panwar	Chief Executive Officer (CEO)
10. Mr. Gaurish Tawate*	Company Secretary & Compliance Officer

*Mr. Gaurish Tawte has resigned from the post of Company Secretary and Compliance Officer with effect from 16^th March, 2023.

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

During the year 2022-23 changes in the composition of the Board of Directors and other Key Managerial Personnel are as under:-

> Mr. Gaurish D. Tawte has resigned from the post of Company Secretary and Compliance Officer with effect from 16^th March 2023.

Board Meetings held and attendance of Directors during the financial year 2022-2023 :-

Date of Board Meeting	Total No. of Directors	Total No. of Directors Present
21st May 2022	8	7
12th August 2022	8	8
11th November 2022	8	7
05th December 2022	8	8
10th February 2023	8	8

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, Mrs. Nisha Harjani retires by rotation and is eligible for the re-appointment. Necessary information for Director liable to retire by rotation has been included in the notice convening the ensuing Annual General Meeting .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) Mr. Lokesh P. Harjani-Whole Time Director

c) Mrs. Nisha P. Harjani - Director - Chief Financial Officer

d) Mr. R.C. Panwar- Chief Executive Officer (CEO)

e) *Mr. Gaurish Tawte- Company Secretary and Compliance Officer

*Mr. Gaurish Tawte has resigned from the post of Company Secretary and Compliance Officer with effect from 16^th March, 2023.

Remuneration and other details of the Key Managerial Personnel for the Financial Year ended 31^st March, 2023 are mentioned in the Annual Return and Extract of the Annual Return which is available on Companies website at https://www.premcoglobal.com/investors.

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 15^th March 2023 to review the performance of the Board as a whole on parameters of effectiveness and to assess the quality, quantity and timelines 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:

Sr. Name of the Director No.	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 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 2022-23

Date of Meeting	Total No. of Directors	Total No. of Directors Present
21st May 2022	4	4
12th August 2022	4	4
11th November 2022	4	4
05th December 2022	4	4
10th February 2023	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 of the SEBI (LODR) Regulations, 2015. The Chairman of the Committee is a Non-Executive Independent Director.

COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE OF THE COMPANY:

Sr. Name of the Director No.	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 was the 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. However he has resigned with effective from 16^th March, 2023.

STAKEHOLDERS RELATIONSHIP COMMITTEE MEETINGS HELD AND ATTENDANCE OF DIRECTORS DURING THE YEAR 2022-2023:

Date of Meeting	Total No. of Directors	Total No. of Directors Present
12th August 2022	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 at least 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 31,2023.

STATUS OF INVESTOR COMPLAINTS /OTHER CORRESPONDENCE

Subject matter of Correspondence	Pending as on 31st March, 2022.	Received & resolved during the year.	Pending as on 31st March, 2023.
Non-receipt of Share Certificates	-	-	-
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 SEBI (LODR) Regulations, 2015. The Chairperson of the Committee is a Non-Executive Independent Director.

COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE OF THE COMPANY:

Sr. Name of the Director No.	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. 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 2022-23:-

Date of Meeting	Total No. of Directors	Total No. of Directors Present
10th February 2023	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. S.P. Jain & Associates, Chartered Accountants, Mumbai (ICAI Firm Registration No. 103969W) 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 43rd Annual General Meeting of the Company to be held in the year 2027, 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 2022-23, 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 selfexplanatory. The detailed report on the Secretarial Audit is annexed herewith (Annexure-4).

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 of 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. EMPLOYEE STOCK OPTION SCHEME

Your Company has formulated the ‘‘Premco Global Limited Employee Stock Option Scheme 2017, for grant of Stock Options to certain employees of the Company which was approved by members pursuant to Special Resolution at Extraordinary Annual General Meeting held on 29th March 2017 and extension of benefits to employees of Subsidiary Company was approved by members through Special Resolution at Annual General Meeting held on 20th July 2017. The Company has not allotted any shares pursuant to aforesaid ESOP Schemes.

16. 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. The Related Party Transactions are disclosed in the notes of financial statements for the financial year 202223 and the same is furnished in Form AOC-2 (Annexure-2) and is forming part of Annual Report.

17. 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 31,2023, 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 31,2023 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 2022-23.

18. RISK MANAGEMENT FRAMEWORK

The Companys risk management framework is based on a clear understanding of various risks, disciplined risk assessment and measurement procedures and continuous monitoring. The procedures established for this purpose are continuously benchmarked with industry best practices. The Board of Directors takes utmost care in managing 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 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.

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

19. 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.

20. 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.

21. 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.

22. 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 https://www.premcoglobal.com/s/CSR-POLICY.pdf. The CSR budget for the Financial Year 2022-2023 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 31^st March, 2023, the detailed report on CSR Activities/ Initiatives is enclosed as Annexure-3 to the report.

23. ANNUAL RETURN & EXTRACTS OF ANNUAL RETURN

In compliance with Section 134 (3)(a) of the Companies Act, 2013, the Annual Return is made available on the website of the Company at https://www.premcoglobal.com/ investors.

24. 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 https://www. premcoglobal.com/s/Whistle-Blower-Policy.pdf.

25. 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.

26. QUALITY POLICY

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

27. 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.

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

The Company does not have Joint Ventures/Associate Companies. The Board of directors in its meeting held on 12th August, 2022, have accorded approval to Subsidiary Company i.e. Premco Global Vietnam Co Ltd (PGVCL) to repay the Capital Contribution of its deceased shareholder at a mutually agreed price and make necessary amendments in its Charter & Investment License which will transform the type of enterprise of PGVCL from Limited Liability Company with two members to one member limited liability which would result in Subsidiary Company being converted into Wholly Owned Subsidiary Company. The said was subject to receipt of revised Investment Licence and statutory clearance from Government of Vietnam. Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companys subsidiaries in Form No. AOC-1 is annexed to the report (Annexure-1).

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Companys website on https://www.premcoglobal.com/investors.

29. 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.

30. 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.

31. 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. 4,42,608 /- being the dividend lying unclaimed out of the dividend declared by the Company for the Financial Year 2014-2015 were transferred to IEPF on 01^st November 2022. 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 1200 Equity Shares pertaining to financial year 2014-2015 have been transferred to IEPF authorities on 02^nd November 2022 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

32. 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.

33. 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

Company invested a sum of Rs. 15 Lacs in Solar Panels previous year, the same has resulted in a reduction of Electricity bill by 0.15 Lacs per month/1.8 Lacs per annum.

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

Company manufactures Micro Elastic tapes. These tapes requires less finishing and hence less energy is consumed by heated drums.

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 companys need and are cost effective.

B. Technology absorption:

I. The efforts made towards technology absorption.

The Company made significant efforts towards up-gradating / modifying machines and latest technology for better productivity to reduce 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 imported new technology/looms during current Financial Year for augment and higher capacity.

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	2022-2023	2021-2022
Foreign Exchange Earning	4,375.47	4,440.21
Foreign Exchange Outgo
- Raw Materials & Spares	-	22.73
- Capital Goods	3.09	54.57
- Travelling	60.79	7.76
- Expenses for Export	-	2.36
- Insurance Charges	0.09	0.10
- Advertisement Expenses	-	1.49
- Professional Fees	92.21	84.34

34. 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	Ratio of remuneration to median remuneration to all employees	% increase in remuneration in the financial year
EXECUTIVE DIRECTORS:
Mr. Ashok B. Harjani (Chairman & Managing Director)	45.42	10%
Mr. Lokesh P. Harjani (Whole Time Director)	34.58	10%
Mrs. Nisha P. Harjani (Director and CFO)	20.46	10%
Mrs. Sonia A. Harjani (Director)	1.16	10%
CHIEF EXECUTIVE OFFICER:
Mr. R. C. Panwar	19.76	10%
COMPANY SECRETARY:
Mr. Gaurish Tawte	2.28	-

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	10%
Mr. Lokesh P. Harjani, Whole Time Director	10%
Mrs. Nisha P. Harjani, Director and CFO	10%
Mrs. Sonia A. Harjani, Director	10%
Mr. R. C. Panwar, CEO	10%
Mr. Gaurish Tawate Company Secretray	-

- Independent Directors are given only sitting fees.

C) Percentage increase in the median remuneration of employees in financial year 4.14%.

D) The number of permanent employees as on 31^st March, 2023 was 213.

E) 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.

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

It can be seen that increase in managerial remuneration is quite minimal as compared to last year, and the same has been approved by Nomination and Remuneration Committee. Whereas the employees remuneration has been increased as per market trends and in line of trade.

G) No employees remuneration throughout the year 2022-2023 exceeded Rupees One Crore and two Lakh or more per annum.

H) 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.

I) Any shareholder interested may write to the Company Secretary for obtaining the statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Further, the report and the accounts are being sent to the members excluding the aforesaid. The same is also open for inspection at the Registered Office of the Company.

J) 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 company.

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34 of the Listing regulations, the Managements discussion and analysis report is annexed to the Annual report.

36. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:-

There were no application made or no proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

37. ACKNOWLEDGEMENT:

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

For Premco Global Limited

Sd/-

Ashok B. Harjani

Chairman & Managing Director

DIN-00725890

Place: Mumbai

Date: 03^rd August 2023