Premco Global Ltd Directors Report

(Disclosures u/s. 134(3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014)

Dear Shareholders,

The Board of Directors is pleased to present herewith the 40th (Fortieth) Annual Report of your Company, together with the Audited Statement of Accounts, for the year ended March 31,2024.

The Management Discussion and Analysis has also been incorporated into this report.

FINANCIAL PERFORMANCE SUMMARY

The summarized results of your company are given in table below:

(Rs. in Lakhs)

Particulars	Consolidated		Standalone
	March 2024	March 2023	March 2024	March 2023
Total Revenue	10,321.60	9,647.03	6,742.24	7,304.30
Expenses	8,310.83	7,946.02	5,715.81	5,867.07
Profit Before Finance Cost & Depreciation	2,010.77	1701.01	1,026.43	1,437.22
Finance Cost	229.16	192.70	60.26	55.29
Depreciation & Amortization Exp.	515.14	546.05	246.18	267.14
Profit/(Loss) before Extraordinary Items	1,266.47	962.26	719.98	1,114.80
Extraordinary Items	(19.26)	(139.99)	(19.26)	(20.00)
Profit/(Loss) before Taxation	1,285.73	1102.25	739.25	1,134.80
Less : Provision for current Taxation	227.94	277.81	120.25	266.00
Deferred Taxation adjustment	26.57	(18.54)	26.57	(18.54)
Short/(Excess) Income Tax Provision	7.66	(100.93)	7.66	(7.17)
Profit/(Loss) After Taxation	1,023.55	943.91	584.76	894.51
Minority Interest	-	0.69	-	-
Other Comprehensive Income (Net of Tax)	(3.95)	32.40	(3.95)	32.40
Total Comprehensive Income	1,019.61	975.62	580.81	926.91
Paid up Equity Share Capital	330.48	330.48	330.48	330.48
Earnings Per Share (Rs.)	30.97	28.54	17.69	27.07

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

During the year under review, on consolidated basis, the total Revenue stood at Rs. 10,321.60 Lakhs as compared to Rs. 9,647.03 Lakhs in the previous year. Revenue from operations stood at Rs. 9,788.18 Lakhs as against Rs. 9,334.15 Lakhs in the previous year. Other Income stood at Rs. 533.42 Lakhs as compared to Rs. 312.87 Lakhs in previous year. Net Profit after Tax stood at Rs. 1023.55 Lakhs as compared to the Net Profit after Tax of Rs. 943.91 Lakhs during the previous accounting year.

STANDALONE ANALYSIS

During the year under review, the total revenue stood at Rs. 6,742.23 Lakhs as against Rs. 7,304.30 Lakhs in the previous year. Companys revenue from operations stood at Rs. 6,363.02 Lakhs as against Rs. 7,085.97 Lakhs in the previous year. Other Income stood at Rs. 379.21 Lakhs as compared to Rs. 218.32 Lakhs in previous year. The Company earned Net Profit after Tax of Rs. 584.76 Lakhs as compared to Net Profit after Tax of Rs. 894.51 Lakhs during the previous accounting year.

DIVIDEND

INTERIM DIVIDEND

1st Interim Dividend for FY 2023-24:

The Board of Directors of the Company at its meeting held on 03rd August, 2023 approved 1st Interim Dividend for the financial year 2023-24 at Rs. 3 per Share/-of Rs.10 each (30%). 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 07th August, 2023 which was the Record date fixed for the purpose.

2nd Interim Dividend for FY 2023-24:

The Board of Directors of the Company at its meeting held on 06th November, 2023 approved 2nd Interim Dividend for the financial year 2023-24 at Rs. 3 per Share/-of Rs.10 each (30%). 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 23rd November 2023 which was the Record date fixed for the purpose.

3rd Interim Dividend for FY 2023-24:

The Board of Directors of the Company at its meeting held on 10th February 2024 approved 3rd Interim Dividend for the financial year 2023-24 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 21st February 2024 which was the Record date fixed for the purpose.

FINAL DIVIDEND FOR FY 2023-24:

Your directors are pleased to recommend to the Members, for their approval, a Final dividend of Rs. 2/- per Equity Share of Rs. 10/- each (20 %) in the Company for the year ended 31st March, 2024. The above is in addition to Interim Dividends distributed above.

RESERVES

The whole profit after tax has been transferred to P&L surplus. There is no amount that has been proposed to be carried to any other reserves.

SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 600 Lakhs consisting of 60 Lakhs Equity Shares of Rs. 10/- each.

The Issued, Subscribed and Paid-up Capital of the Company stood at Rs. 330.48 Lakhs as on March 31,2024.

There was no requirement of fresh capital infusion during the year under review.

REGISTERED OFFICE

The present address of the Registered Office is as follows: Urmi Estate, Tower-A, 11th floor, 95 Ganpatrao Kadam Marg, Lower Parel (W), Mumbai City, Maharashtra, India, 400013.

SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES

Your Company does not have any Joint Venture / Associate Companies.

Premco Global Vietnam Company Limited is wholly owned subsidiary of Premco Global Limited. 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).

CHANGE IN NATURE OF BUSINESS, IF ANY:

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.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. March 31,2024 and the date of signing the Accounts.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

RELATED PARTY TRANSACTIONS

The Company has formulated a policy on dealing with Related Party Transactions. 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 2023-24 and the same is furnished in Form AOC-2 (Annexure-2) and is forming part of the Annual Report.

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.

There was no change in the Registered Office of the Company during the Financial Year under review.

ANNUAL RETURN & EXTRACTS OF ANNUAL RETURN

In compliance with Section 134(3)(a) of the Companies Act, 201, the Annual Return is made available on the website of the Company at https://www.premcoglobal.com/investors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company provide entrepreneurial leadership and plays a crucial role in providing strategic supervision, overseeing the management performance, and long-term success of the Company while ensuring sustainable shareholder value. Driven by its guiding principles of Corporate Governance, the Boards actions endeavor to work in the best interest of the Company.

The Directors hold a fiduciary position, exercises independent judgement, and plays a vital role in the oversight of the Companys affairs. Our Board represents a tapestry of complementary skills, attributes, perspectives and includes individuals with financial experience and a diverse background.

Ms. Sonia Ashok Harjani (DIN: 01220774), Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company, and being eligible offers herself for re-appointment.

Pursuant to provisions of section 203 of the Act, the Key Managerial Personnel of the Company are

Mr. Ashok Bhagwandas Harjani - Managing Director,

Mr. Nisha Prem Harjani - CFO,

* As on 31.03.2024 there is no Company secretary & Compliance Officer appointed in the Company.

During the period under review Ms. Gayatri Sunderdas Kashela was appointed as Company secretary w.e.f 05.06.2023. She tendered her resignation as Company secretary w.e.f 16.12.2023.

Further Ms. Gayatri Sunderdas Kashela was again appointed as Company secretary w.e.f 10.02.2024. She tendered her resignation as Company secretary w.e.f 13.03.2024.

The Board took note of the same and placed on record its sincere appreciation for the services rendered by her during her tenure and wished her the very best for her future endeavors.

Further Ms. Falak H Mody was appointed as the Company Secretary w.e.f. 15.05.2024 and is currently the Company Secretary and Compliance Officer of the Company.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period under review, following changes have been made in the composition of Board of Directors:

• Cessation of Mr. Rajesh M Mahtani (DIN: 00736091) and Mr. Prem I Gidwani (DIN: 01220570) from Directorship of the Company due to expiry of Term of Independent Directorship of the Company w.e.f 31.03.2024.

• Mr. Anand Shyam Mashurwala (DIN: 10491638) and Mrs. Lata Lal Vasvani (DIN: 07672964) has been appointed as Non- Executive Independent Director w.e.f 10.02.2024 and has been regularized through postal ballot held on 04.05.2024.

• Ms. Gayatri Sunderdas Kashela was appointed as Company secretary w.e.f 05.06.2023. She tendered her resignation as Company secretary w.e.f 16.12.2023. Further Ms. Gayatri Sunderdas Kashela was again appointed as Company secretary w.e.f 10.02.2024. She tendered her resignation as Company secretary w.e.f 13.03.2024.

Remuneration and other details of the Key Managerial Personnel for the Financial Year ended 31st March 2024 are mentioned in the Annual Return and Extract of the Annual Return which is available on the Companys Website at https://www.premcoglobal.com/investors.

INDEPENDENT DIRECTORS STATEMENT

The Company has received declaration from all the Independent Directors confirming that they continue to meet the criteria of independence as prescribed under the Act and Listing Regulations and comply with the Code for Independent Directors as specified under Schedule IV of the Act.

The Directors have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

In terms of Section 150 of the Act read with Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs ("IICA").

During the year, the meeting of the Independent Directors was held on 10th February 2024 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 the risks faced by it, the flow of information to the Board, competition, strategy, leadership strengths and weaknesses, governance, compliance, Board movements, human resource matters and performance of executive Directors including Chairman.

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE AND OTHER MATTERS CONCERNING A DIRECTOR

In terms of the provisions of clause (e) of section 134(3) read with Section 178(3) of Companies Act, 2013, the Nomination and Remuneration Committee, while appointing a Director, takes into account the following criteria for determining qualifications, positive attributes and independence:

COMPOSITION OF AUDIT COMMITTEE OF THE COMPANY

Sr. No. Name of the Director	Category	Designation
1. *Mr. Prem I. Gidwani	Non-Executive - Independent Director	Chairman
2. *Mr. Rajesh M. Mahtani	Non-Executive - Independent Director	Member
3. Ms. Sonu A. Chowdhary	Non-Executive - Independent Director	Member
4. Mr. Ashok B. Harjani	Executive Director	Member
5. **Mr. Lalit Doulat Advani	Non-Executive Independent Director	Chairman
6. **Ms. Lata Lal Vasvani	Non-Executive Independent Director	Member

 

Sr. No.	Date of Meeting	Total No. of Directors	Total No. of Directors Present
1	18 May, 2023	4	4
2	03 Aug, 2023	4	4
3	06 Nov 2023	4	4
4	10 Feb, 2024	4	4

Qualification: Diversity of thought, experience, industry knowledge, skills and age.

Positive Attributes: Apart from the statutory duties and responsibilities, the Directors are expected to demonstrate high standard of ethical behaviour, good communication and leadership skills and take impartial judgment.

Independence: A Director is considered Independent if he/she meets the criteria laid down in Section 149(6) of the Companies Act, 2013, the Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations, 2015.

BOARD MEETINGS

During the Financial Year under review, the Board of Directors met 5 (Five) times on 18th May, 2023, 05th June, 2023, 03rd August, 2023, 06th November, 2023, and 10th February, 2024. The maximum gap between any two Board meetings was not more than 120 days.

The composition of the Board along with the details of the meetings held and attended by the Directors during the Financial Year 2023-24 is detailed below:

Name	Type of Directorship	Board Meeting Attendance
		Held	Attended
Mr. Ashok B Harjani	Executive Director	5	5
Mr. Lokesh P Harjani	Executive Director	5	3
Ms. Nisha P Harjani	Executive Director	5	5
Ms. Sonia A Harjani	Executive Director	5	5
Mr. Prem I Gidwani	Independent Directors	5	5
Mr. Rajesh M Mahtani	Independent Directors	5	5
Mr. Sonu A Chowdhary	Independent Directors	5	5
Mr. Lalit D Advani	Independent Directors	5	4
*Mr. Anand Shyam Mashurwala	Independent Directors	0	0
*Ms. Lata Lal Vasvani	Independent Directors	0	0

*Appointed as Directors w e f 10th February, 2024.

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.

* Cessation of Mr. Rajesh M Mahtani (DIN: 00736091) and Mr. Prem I Gidwani (DIN: 01220570) from Directorship of the Company due to expiry of Term of Independent Directorship of the Company w.e.f 31.03.2024.

**The composition of the Audit Committee has been reconstituted by the Board Resolution passed in the meeting of the Board of Directors held on 15th May 2024. Mr. Lalit Doulat Advani and Ms. Lata Lal Vasvani were appointed as Chairman and Members of the Audit Committee respectively.

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 2023-24 * Resignation of Mr. Rajesh M Mahtani (DIN: 00736091) and Mr. Prem I Gidwani (DIN: 01220570) from Directorship of the Company due to expiry of Term of Independent Directorship of the Company w.e.f. 31.03.2024.

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.

Sr. No. 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	Chairman
3. Mr. Ashok B. Harjani	Executive Director	Member
4. **Ms. Lata Lal Vasvani	Non-Executive Independent Director	Member
5. **Mr. Anand Shyam Mashruwala	Non-Executive Independent Director	Member

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:

Sr. No. Name of the Director	Category		Designation
1. *Mr. Prem I. Gidwani	Non-Executive Director	Independent	Chairman
2. *Mr. Rajesh M. Mahtani	Non-Executive Director	Independent	Member
3. Ms. Sonu A. Chowdhary	Non-Executive Director	Independent	Member
4. **Mr. Lalit Doulat Advani	Non-Executive Director	Independent	Chairman
5. **Ms. Lata Lal Vasvani	Non-Executive Director	Independent	Member
6. **Mr. Anand Shyam Mashruwala	Non-Executive Director	Independent	Member

* Cessation of Mr. Rajesh M Mahtani (DIN: 00736091) and Mr. Prem I Gidwani (DIN: 01220570) from Directorship of the Company due to expiry of Term of Independent Directorship of the Company w.e.f 31.03.2024.

**The composition of the Nomination and Remuneration Committee has been re-constituted by the Board Resolution passed in the meeting of the Board of Directors held on 15th May 2024. Mr. Lalit Doulat Advani was appointed as the Chairman of the Committee while Ms. Lata Lal Vasvani and Mr. Anand Shyam Mashruwala were appointed as Members of the Nomination and Remuneration Committee respectively.

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 2023-24: -

Sr. No.	Date of Meeting	Total No. of Directors	Total No. of Directors Present
1	05 Jun 2023	4	4
2	03 Aug 2023	4	4
3	10 Feb, 2024	4	4

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: * Resignation of Mr. Rajesh M Mahtani (DIN: 00736091) from Directorship of the Company due to expiry of Term of Independent Directorship of the Company w.e.f 31.03.2024.

**The composition of the Stakeholders Relationship Committee has been re-constituted by the Board Resolution passed in the meeting of the Board of Directors held on 15th May 2024. Ms. Sonu A. Chowdhary was appointed as the Chairperson of the Committee while Ms. Lata Lal Vasvani and Mr. Anand Shyam Mashruwala were appointed as Members of the Stakeholders Relationship Committee respectively.

STAKEHOLDERS RELATIONSHIP COMMITTEE MEETINGS HELD AND ATTENDANCE OF DIRECTORS DURING THE YEAR 2023-24:

Sr. No.	Date of Meeting	Total No. of Directors	Total No. of Directors Present
1	18 May 2023	3	3
2	03 Aug 2023	3	3

WHISTLE BLOWER POLICY / VIGIL MECHANISMS

The Company has a Whistle Blower Policy encompassing vigil mechanism pursuant to the requirements of section 177(9) of the Act and regulation 22 of the SEBI Listing Regulations. The whistle blower framework has been introduced with an aim to provide employees, directors and value chain partners with a safe and confidential channel to share their inputs about such aspects which are adversely impacting their work environment. The policy/vigil mechanism enables directors, employees and value chain partners to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy and leak or suspected leak of unpublished price sensitive information.

The detailed policy related to this vigil mechanism is available in the Companys website at https://www.premcoglobal.eom/s/ Whistle-Blower-Policy.pdf.

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 2023-24 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, 2024, the detailed report on CSR Activities/ Initiatives is enclosed as Annexure-3 to the report.

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.

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 2023-24, 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 (Annexure-4).

After closure of Financial Year, the Company has appointed M/s. Abbas Lakdawala & Associates LLP, a firm of Company Secretaries in Practice as the Secretarial Auditor of the Company for the financial year 2024-25.

COST AUDIT

The provisions of Cost audit as prescribed under Section 148 of the Companies Act, 2013 are not applicable to the Company.

INTERNAL FINANCIAL CONTROLS

Internal Financial Controls laid down by the Company is a systematic set of controls and procedures to ensure orderly and efficient conduct of its business including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. Internal financial controls not only require the system to be designed effectively but also to be tested for operating effectiveness periodically.

The Board is of the opinion that internal financial controls with reference to the financial statements were tested and reported adequate and operating effectively. The internal financial controls are commensurate with the size, scale and complexity of operations.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually, the Independent Directors, the Chairman as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The same is found to be satisfactory.

In a separate meeting of Independent directors, performance of non - independent directors, performance of the Board as whole and performance of chairman was evaluated, taking into account views of the executive director and non - executive directors.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

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..

PUBLIC 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.

CORPORATE GOVERNANCE AND COMPLIANCE OF SECRETARIAL STANDARDS

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.

The Company has complied with the Secretarial Standards issued by Institute of Company Secretaries of India on Meeting of Board of Directors and General Meetings.

MANAGEMENT DISCUSSION AND ANALYSIS

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

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Efforts persists in the Companys endeavor to work deeply on the conservation of energy and water across all its manufacturing facilities as well as corporate office at Mumbai.

The information as required under Section 134(3)(m) of the Companies Act, 2013 read with applicable rules of the Companies Act, 2013 with respect to conservation of energy, technology absorption and foreign exchange earnings is given below:

A. Conservation of Energy:

Efforts persists in the Companys endeavor to work deeply on the conservation of energy and water across all its manufacturing facilities as well as corporate office at Mumbai.

The information as required under Section 134(3)(m) of the Companies Act, 2013 read with applicable rules of the Companies Act, 2013 with respect to conservation of energy, technology absorption and foreign exchange earnings is given below:

1. The steps taken or impact on conservation of energy

Conservation of energy is of utmost significance to the Company. Every effort is made to ensure optimum use of energy by using energy- efficient computers, processes and other office equipment. Constant efforts are made through regular/ preventive maintenance and upkeep of existing electrical equipment to minimize breakdowns and loss of energy.

2. The steps taken by the Company for utilizing alternate sources of energy

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

3. The capital investment on energy conservation equipments

As explained in point No.2 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.

Your Company firmly believes that our planet is in need of energy resources and conservation is the best policy.

B. Technology Absorption:

1. 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.

2. 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.

3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

Company imported new technology/looms in Umbergaon Unit during current Financial Year for augment and higher capacity.

Particulars	% increase in remuneration
Mr. Ashok B. Harjani, Managing Director	-
Mr. Lokesh P. Harjani, Whole Time Director	-
Mrs. Nisha P. Harjani, Director and CFO	-
Mrs. Sonia A. Harjani, Director	-
Mr. R. C. Panwar, CEO	-
Ms. Gayatri Kashela Company Secretary	8.85%

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 Lakhs)

PARTICULARS	2023-24	2022-2023
Foreign Exchange Earning	3,274.29	4,375.47
Foreign Exchange Outgo
- Raw Materials & Spares	4.44	-
- Capital Goods	27.70	3.09
- Travelling	72.17	60.79
- Conveyance	10.55	-
- Insurance Charges	-	0.09
- Advertisement Expenses	-	-
- Professional Fees	106.19	92.21

PARTICULARS OF EMPLOYEES

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)	41.04
Mr. Lokesh P. Harjani (Whole Time Director)	31.24	-
Mrs. Nisha P. Harjani (Director and CFO)	18.49	-
Mrs. Sonia A. Harjani (Director)	1.05	-
CHIEF EXECUTIVE OFFICER:		-
Mr. R. C. Panwar	17.85	-
COMPANY SECRETARY:
Ms. Gayatri Kashela	2.08	8.85%

B. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary..

- Independent Directors are given only sitting fees.

C. Percentage increase in the median remuneration of employees in financial year 10.68%..

D. The number of permanent employees as on 31st March, 2024 was 218.

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 increases 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 2023-2024 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 hold by himself or along with his spouse and dependent children, any equity shares more than 2% of the company.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors would like to assure the members that the Financial Statements, for the year under review, conform in their entirety to the requirements of the Companies Act, 2013.

Pursuant to Section 134(3)(c)) of the Companies Act 2013, your Directors, to the best of their knowledge and belief confirm that:

• in the preparation of the annual accounts for the year ended 31st March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any;

• the Directors have 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 31,2024and of the profit and loss of the company for that period;

• the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 preventing and detecting fraud and other irregularities;

• the annual accounts have been prepared on a going concern basis;

• that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

• the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

LISTING OF SHARES

The Companys shares are listed at BSE Ltd. and the Company has paid Listing fees to BSE Limited.

INSURANCE

All the assets of the Company are adequately insured, wherever required.

HUMAN RESOURCES

The 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.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘PoSH Act) and Rules framed thereunder. All employees (including trainees, apprentices and probationers) of the Company at all its locations are covered in this policy. Your Company holds a strong commitment to provide a safe, secure and productive work environment to all its employees. The Company strives to ensure that every employee is informed and compliant with all statutory policies and practices. PoSH awareness and sensitization are an integral part of this process.

Your Directors state that during the year under review there were no cases filed/pending.

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. 4.17 Lakhs & Rs.1.31 Lakhs being the dividend lying unclaimed out of the dividend declared by the Company for the Financial Year 2015-2016 were transferred to IEPF on June 12, 2023 and November 16, 2023 respectively. 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 2015-2016 have been transferred to IEPF authorities on 3rd August 2023 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

OTHER DISCLOSURE

ACKNOWLEDGEMENTS

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from all organizations connected with its business and record a deep sense of appreciation for the committed services of Staff of the Company. Your Directors are also deeply grateful for the confidence and faith shown by the Shareholders of the Company in them.

> Your Company has not issued any shares with differential voting.

> There was no revision in the financial statements from the end of the Financial Year to date of the Directors Report.

> Your Company has not issued any sweat equity shares.

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

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

As Company has not done any one-time settlement during the year under review hence no disclosure is required.

ANNEXURE1 Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

Part "A": Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs. in Lakhs)

Sl. No. Particulars	Details
1. Name of the subsidiary	Premco Global Vietnam Co. Ltd.
2. Reporting period for the subsidiary concerned, if different from the holding companys reporting period	January 1,2023 to December 31,2023
3. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries	VND = Rs. 1 = 297.55 VND
4. Share capital	540.23
5. Reserves & surplus	3,728.47
6. Minority Interest	0.00
7. Total assets	4,662.18
8. Total Liabilities	4,662.18
9. Investments	0.00
10. Turnover	4,181.97
11. Profit before taxation	540.36
12. Provision for taxation	107.69
13. Profit after taxation	432.67
14. Proposed Dividend	0.00
15. % of shareholding	100%
16. Country	Vietnam

ANNEXURE 2

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts)

Rules, 2014)

1. Details of contracts or arrangements or transactions not at arms length basis: Premco Global Limited has not entered into any contract/arrangement/transaction with its related parties which are not at arms length basis during FY 2023-24.

2. Details of material contracts or arrangement or transactions at arms length basis: (Rs. in Lackh)

Name(s) of the related party	Premco Global Vietnam Company Limited	Mrs. Ahillya A. Harjani	Mr. Andrew Harding
Nature of relationship	Subsidiary Company	Relative of Director	Relative of Director
Nature of contracts / arrangements / transactions	Sale to Subsidiary	Remuneration	Remuneration
Duration of the contracts / arrangements / transactions			-
Salient terms of the contracts or arrangements or transactions including the value, if any (in Lacs)	Value - Rs. 756.81	Value - Rs. 0.56	Value - Rs. 25.16
Date(s) of approval by the Board, if any	18.05.2023	18.05.2023	18.05.2023
Amount paid as advances, if any	NA	NA	NA

(ANNEXURE 3)

ANNUAL REPORT ON CSR ACTIVITIES

1. ANNUAL REPORT ON CSR ACTIVITIES

Premco Global Limiteds key focus areas of CSR are providing healthcare services, education, sports, providing medical facilities and food facilities to needy students & orphans and social welfare activities.

2. Composition of CSR Committee:

Sl. No. Name of Director	Designation/ Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
1 Mr. Rajesh M. Mahtani	Independent Director-Chairman - CSR Committee	1	1
2 Mr. Ashok B. Harjani	Managing Director	1	1
3 Mr. Lokesh P. Harjani	Whole-Time Director	1	1
4 Ms. Sonu A. Chowdhary	Independent Director	1	1

* Cessation of Mr. Rajesh M Mahtani (DIN: 00736091) from Directorship of the Company due to expiry of Term of Independent Directorship of the Company w.e.f. 31.03.2024.

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclos

ed on the website of the company : CComposition of the CSR committee shared above and is available on the Companys website on https://www.premcoglobal.com/s7Committees-WEBSITE.pdf

CSR policy: https://www.premcoglobal.com/s7CSR-POLICY.pdf

CSR projects: https://www.premcoglobal.com/social-responsibility

4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report) : NA

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any: NA

Financial Year	Amount available for set-off from preceding financial years (in Rs)	Amount required to be set- off for the financial year, if any (in Rs)
2022-23	3.55	3.55
TOTAL	3.55	3.55

6. Average net profit of the company as per section135(5): Rs. 976.30 Lakhs

7. (a) Two percent of average net profit of the company as per section135(5) : Rs. 19.53 Lakhs

(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years.: Nil

(c) Amount required to be set off for the financial year, if any: 3.55 Lakhs

(d) Total CSR obligation for the financial year (7a+7b- 7c) : Rs. 15.98 Lakhs

7. (a) CSR amount spent or unspent for the financial year: Rs. 16.90 Lakhs

Total Amount Spent for the Financial Year. (Rs. In Lakhs)	Amount Unspent (Rs. In Lakhs)
	Total Amount transferred to Unspent CSR Account as per section 135(6).		Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5).
	Amount.	Date of transfer.	Name of the Fund	Amount.	Date of transfer.
Rs. 16.90 Lakhs	NIL	NIL	NIL	NIL	NIL

c) Details of CSR amount spent against other than ongoing projects for the financial year: Rs. in Lacs

Sr. No. CSR project	Item from the list of activities in schedule VII to the Act.	Local Area Yes / No	State and District	Amount Spent for the Project	Mode of Implementation Direct (Yes or No)	Amount Spent direct or through implementing agency	CSR Registration Number
1 To Promote Education	Child Education	No	Thane, Maharashtra	4.80	Yes	ST. GONSALO GARCIA ASHRAM	CSR00024069
2 To Promote Sports	Sports	No	Hyderabad, Telangana	3.60	Yes	PULLELA GOPICHAND BADMINTON FOUNDATION	CSR00001555
3 To Promote Sports	Sports	No	Thane, Maharashtra	0.50	Yes	THANE CITY & DISTRICT BADMINTON ASSOCIATION	CSR00012940
4 Social Upliftment	To Promote Medical & Healthcare	No	Chennai, Tamilnadu	7.50	Yes	RAYS EDUCATIONAL TRUST	CSR00049840
5 Social Upliftment	To Promote Medical & Educational	Yes	Mumbai, Maharshtra	0.50	Yes	LIONS CLUB OF MUMBAI HERITAGE GALAXY	CSR00013471
TOTAL AMOUNT SPENT				16.90

(b) Details of CSR amount spent against ongoing projects for the financial year: NA

(1) (2)	(3)	(4)	(5)		(6)	(7)	(8)	(9)	(10)	(11)
Sl. No. Name of the Project.	Item from the list of activities in Schedule VII to the Act.	Local area (Yes / No).	Location of the project.		Project duration.	Amount allocated for the project (in Rs.).	Amount spent in the current financial Year (in Rs.).	Amount transferred to Unspent CSR Account for the project as per Section 135(6) (in Rs.).	Mode of Implementation Direct (Yes / No).	Mode of Implementation - Through Implementing Agency
			State	District						Name	CSR Registration number
1
2
3
TOTAL

d) Amount spent in Administrative Overheads: Nil

e) Amount spent on Impact Assessment, if applicable: Nil

f) Total amount spent for the Financial Year (8b+8c+8d+8e): Rs. 16.90 Lakhs

g) Excess amount for set off, if any: Rs. 0.92 Lakhs

Sl. No. Particular	Amount (Rs. In Lakhs)
(i) Two percent of average net profit of the company as per section 135(5)	19.53
(ii) Total amount spent for the Financial Year	16.90
(iii) Amount required to be set off for the financial year, if any	3.55
(iv) Excess amount spent for the financial year [(iii)+(ii)-(i)]	0.92
(v) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any	Nil
(vi) Amount available for set off in succeeding financial years [(iv)-( v)]	0.92

9. (a) Details of Unspent CSR amount for the preceding three financial years: NA

Sl. No. Preceding Financial Year.	Amount transferred to Unspent CSR Account under section 135 (6) (in Rs.)	Amount spent in the reporting Financial Year (in Rs.).	Amount transferred to any fund specified under Schedule VII as per section 135(6), if any.			Amount remaining to be spent in succeeding financial years. (In Rs.)
			Name of the Fund	Amount (in Rs).	Date of transfer.
1
2
3
TOTAL

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): NA

(1) (2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)
Sl. No. Project ID.	Name of the Project.	Financial Year in Which the project was commenced.	Project duration.	Total amount allocated for the project (in Rs.).	Amount spent on the project in the reporting Financial Year (in Rs).	Cumulative amount spent at the end of reporting Financial Year. (In Rs.)	Status of the project Completed /Ongoing.
1
2
3
TOTAL

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year (asset-wise details)

(a) Date of creation or acquisition of the capital asset(s) : None

(b) Amount of CSR spent for creation or acquisition of capital asset : nil

(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc. : Not Applicable

(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital

asset) : Not Applicable

11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per Section 135(5):

Not Applicable

Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31^st MARCH 2024

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of

b. The Securities and Exchange Board of India

(Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India

(Share Based Employee Benefits & Sweat Equity) Regulations, 2021;

d. The Securities and Exchange Board of India

(Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

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

2. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act) were not applicable to the Company during the year under review.

f. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021;

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;

i. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

vi. Other Regulatory provisions/laws applicable to the

Company are:-

a. Custom Act 2013

b. Foreign Trade Policy 2015-2020

c. Excise laws and Other State Vat Laws applicable

d. Labour Laws and other incidental laws related to labour and employees

e. Shop and Establishment Act & Rules (State wise)

f. Acts prescribed under prevention and control of pollution and environmental protection

Managerial Personnel) Rules, 2014]

To,

The Members,

PREMCO GLOBAL LIMITED CIN: 18100MH1986PLC040911

Mumbai

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

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit of the Company, I hereby report that in my opinion, the Company has, during the audit period covering the Financial Year ended on 31^st March 2024 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

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

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

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Byelaws framed thereunder;

iv. The Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

v. 1. The following Regulations prescribed under the

Securities and Exchange Board of India Act, 1992 (‘SEBI Act) and which are applicable to the Company: -

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

I have also examined compliance with the applicable clauses of the Secretarial Standards issued by The Institute of Company Secretaries of India

During the period under review, the Company has complied with the applicable provisions of the Act, Rules, Regulations and Guidelines Standards mentioned above except in respect of the following:

a) The Company has delayed in filling disclosure of related party transactions on consolidated basis under Regulation 23(9) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Due to late submission in filling, Bombay Stock Exchange has levied fine of Rs. 10000/- on the listed entity.

b) The Company has delayed in filling disclosure under Regulation 31(4) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

I further report & confirm that the company has maintained Structured Digital Database in compliance with the Regulation 3(5) and 3(6) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 for the year ended 31.03.2024.

I further report that:

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

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

Majority decisions of the Board are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors.

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

This Report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this Report.

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015)

To,

The Members of PREMCO GLOBAL LIMITED,

I have examined the relevant disclosures received from the Directors (as enlisted in Table A) to PREMCO GLOBAL LIMITED having CIN L18100MH1986PLC040911 and having registered office at Urmi Estate, Tower-A, 11th floor, 95, Ganpatrao Kadam Marg, Lower Parel (W), Mumbai 400013 (hereinafter referred to as ‘the Company), for the purpose of issuing this certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and based on the disclosures of the Directors, I hereby certify that none of the Board of Directors (as enlisted in Table A) have been debarred or disqualified from being appointed or continuing as Directors of the Companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority for the period ended as on 31^st March, 2024.

Sr. No. Name of Director	DIN	Date of Appointment in Company
1. Mr. Lalit Doulat Advani ( Director)	00308138	28/05/2019
2. Mr. Ashok Bhagwandas Harjani (Managing Director)	00725890	01/04/2015
3. Mr. Rajesh Mohan Mahtani (Director)	00736091	30/12/2005
4. Mrs. Nisha Prem Harjani (Director)	00736566	02/11/2015
5. Mr. Prem Indur Gidwani (Director)	01220570	03/11/2012
6. Mr. Lokesh Prem Harjani (Whole-time Director)	01496181	01/04/2015
7. Ms. Sonu Aildas Chowdhary (Director)	07153810	10/04/2015
8 Mrs. Sonia Ashok Harjani (Director)	01220774	02/11/2015
9. Mrs. Lata Lal Vasvani (Director)	07672964	10/02/2024
10. Mr. Anand Shyammashruwala	10491638	10/02/2024

* Resignation of Mr. Rajesh M Mahtani (DIN: 00736091) and Mr. Prem I Gidwani (DIN: 01220570) from Directorship of the Company due to expiry of Term of Independent Directorship of the Company w.e.f 31.03.2024.

* Mr. Anand Shyam Mashurwala (DIN: 10491638) and Mrs. Lata Lal Vasvani (DIN: 07672964) has been appointed as Non- Executive Independent Director w.e.f 10.02.2024 and has been regularized through postal ballot held on 04.05.2024.

Table A

ANNUAL SECRETARIAL COMPLIANCE REPORT OF PREMCO GLOBAL LIMITED FOR THE YEAR ENDED 31st MARCH, 2024

(Pursuant to Regulation 24A(2) SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 read with circular

dated 8th February 2019 issued by SEBI)

To,

PREMCO GLOBAL LIMITED CIN: L18100MH1986PLC040911

Urmi Estate, Tower-A, 11th Floor, 95 Ganpatrao Kadam Marg,

Lower Parel (W), Mumbai, Maharashtra, India, 400013

I Sanjay Dholakia, Practising Company Secretary have examined:

(a) all the documents and records made available to us and explanation provided by PREMCO GLOBAL LIMITED ("the listed entity");

(b) the filings / submission made by the listed entity to the stock exchanges;

(c) Website of the listed entity;

(d) any other document/ filing, as may be relevant, which has been relied upon to make this report.

For the financial year ended 31^st March, 2024 ("Review Period") in respect of compliance with the provisions of:

(a) The Securities and Exchange Board of India Act ,1992 ("SEBI Act") and the Regulations, circulars, guidelines issued thereunder; and

(b) The Securities Contract (Regulation) Act,1956 ("SCRA"), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India ("SEBI Act");

The specific Regulations, whose provisions and the circulars / guidelines issued thereunder, have been examined, include: -

(a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations,2015;

(b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulations,2018;

(c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not Applicable during the review period);

(e) Securities and Exchange Board of India (Share Based Employee Benefits & Sweat Equity) Regulations, 2021;

(f) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;

(g) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(h) Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003;

(i) Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 and circulars / guidelines issued thereunder.

And based on the above examination, I hereby report that, during the Review Period:

(a) The listed entity has complied with the provisions of the above Regulations and circulars / guidelines issued thereunder, except in respect of matters specified below: -

Sr. No. Compliance Requirement (Regulations/ Circulars/ Guidelines including specific clause )	Regulation/ Circular No.	Deviations	Action Taken by	Type of Action	Details of Violation	Fine Amount	Observations /Remarks Of The Practicing Company Secretary	Management Response	Remarks
1 Regulation 23(9) Non-compliance with disclosure of related party transactions on consolidated basis.	Regulation 23(9) Noncompliance with disclosure of related party transactions on consolidated basis.	Late submission of disclosure of related party transactions on consolidated basis under Regulation 23(9)	BSE Limited	BSE Limited levied fine on the Company	Late submission of disclosure of related party transactions on consolidated basis under Regulation 23(9) for quarter ended September, 2023	10000/-	Company has filled the same with BSE Limited	Company has filled the same with BSE Limited
2 Regulation 31(4) of Securities And Exchange Board Of India (Substantial Acquisition Of Shares And Takeovers) Regulations, 2011	Regulation 31(4) of Securities And Exchange Board Of India (Substantial Acquisition Of Shares And Takeovers) Regulations, 2011	Due date of filling disclosure under regulation 31(4) of Securities And Exchange Board Of India (Substantial Acquisition Of Shares And Takeovers) Regulations, 2011 and Company has filled the same on Bombay after due date			Due date of filling disclosure under regulation 31(4) of Securities And Exchange Board Of India (Substantial Acquisition Of Shares And Takeovers) Regulations, 2011 and Company has filled the same on BSE Limited after due date		The company has filled the same with BSE Limited on 11.04.2023	The company has filled the same with BSE Limited on 11.04.2023

b) The listed entity has taken the following actions to comply with the observations made in previous reports :

Sr. No. Observations/ Remarks Of the Practicing Company Secretary in the previous reports) (PCS) )	Observations Made in the Secretarial compliance report for the year ended 31.03.2023	Compliance Requirement (Regulations/ circulars/ guidelines including specific clause)	Details of violation / Deviations and Actions taken / Penalty imposed, if any, on the listed entity	Remedial actions, if any, taken by the listed entity	Comments of the PCS on the Actions taken by the listed Entity
1 The company is in the process of appointing new company secretary who will act as new compliance officer of the company	The company is in the process of appointing new company secretary who will act as new compliance officer of the company	Reg. 6(1) of Securities And Exchange Board OF India (listing Obligations and Disclosure Requirements) Regulations, 2015 relating to appointment of Qualified Company Secretary as Compliance officer of the Company	The company has not appointed Qualified Company Secretary as Compliance officer of the Company consequent upon resignation of earlier company Secretary & compliance officer of the company on 16.03.2023	Company appointed Ms. Gayatri Sunderdas Kashela as Company Secretary w.e.f 05.06.2023	Company appointed Ms. Gayatri Sunderdas Kashela as Company Secretary w.e.f 05.06.2023

(j) I hereby report that, during the review period the compliance status of the listed entity with the following requirements:

Sr. no. Particulars	Compliance Status (Yes/No/NA)	Observation/Remarks by PCS
1 Secretarial Standard: The compliances of listed entity are in accordance with the applicable Secretarial Standards (SS) issued by Institute of Company Secretaries of India (ICSI).	Yes
2 Adoption and timely updation of the Policies: • All applicable policies under SEBI Regulations are adopted with the approval of board of directors of the listed entities. • All the policies are in conformity with SEBI Regulations and has been reviewed & timely updated as per the regulations/circulars/guidelines issued by SEBI.	Yes Yes
3 Maintenance and disclosures on Website: • The Listed entity is maintaining a functional website. • Timely dissemination of the documents/ information under a separate section on the website. • Web-links provided in annual corporate governance reports under Regulation 27(2) are accurate and specific which re-directs to the relevant document(s)/ section of the website.	Yes Yes Yes
4 Disqualification of Director: None of the director(s) of the listed entity is/ are disqualified under Section 164 of Companies Act, 2013 as confirmed by the listed entity	Yes
5 Details related to subsidiaries of listed entities have been examined w.r.t.:	N.A.	The Company does not have subsidiary/ material subsidiary.
(a) Identification of material subsidiary companies.	Yes
(b) Disclosure requirement of material as well as other subsidiaries.
6 Preservation of Documents: The listed entity is preserving and maintaining records as prescribed under SEBI Regulations and disposal of records as per Policy of Preservation of Documents and Archival policy prescribed under SEBI LODR Regulations, 2015.	Yes
7 Performance Evaluation: The listed entity has conducted performance evaluation of the Board, Independent Directors and the Committees at the start of every financial year as prescribed in SEBI Regulations.	Yes
8 Related Party Transactions: (a) The listed entity has obtained prior approval of Audit Committee for all Related party transactions. (b) In case no prior approval obtained, the listed entity shall provide detailed reasons along with confirmation whether the transactions were subsequently approved/ ratified/ rejected by the Audit Committee.	Yes N.A.	The Company has obtained prior approval of Audit Committee for all Related party transactions
9 Disclosure of events or information: The listed entity has provided all the required disclosure(s) under Regulation 30 along with Schedule III of SEBI LODR Regulations, 2015 within the time limits prescribed thereunder.	Yes
10 Prohibition of Insider Trading: The listed entity is in compliance with Regulation 3(5) & 3(6)SEBI (Prohibition of Insider Trading) Regulations, 2015.	Yes

 

11 Actions taken by SEBI or Stock Exchange(s), if any: No Actions taken against the listed entity/ its promoters/ directors/ subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under SEBI Regulations and circulars/ guidelines issued thereunder.	No	Details of Action taken by Stock Exchange against the listed entity is provided above in this certificate
12 Resignation of statutory auditors from the listed entity or its material subsidiaries: In case of resignation of statutory auditor from the listed entity or any of its material subsidiaries during the financial year, the listed entity and / or its material subsidiary(ies) has / have complied with paragraph 6.1 and 6.2 of section V-D of chapter V of the Master Circular on compliance with the provisions of the LODR Regulations by listed entities.	NA
13 Additional Non-compliances, if any: No additional non-compliances observed for any SEBI regulation/circular/ guidance note etc. except as reported above.	Yes

Assumptions & Limitation of scope and Review:

1. Compliance of the applicable laws and ensuring the authenticity of documents and information furnished, are the responsibilities of the management of the listed entity.

2. Our responsibility is to report based upon our examination of relevant documents and information. This is neither an audit nor an expression of opinion.

3. I have not verified the correctness and appropriateness of financial Records and Books of Accounts of the listed entity.

4. This Report is solely for the intended purpose of compliance in terms of Regulation 24A (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is neither an assurance as to the future viability of the listed entity nor of the efficacy or effectiveness with which the management has conducted the affairs of the listed entity.