premier polyfilm ltd share price Directors report

Your Directors present the Thirty First Annual Report together with Audited Accounts for the year ended on 31st March, 2023.

FINANCIAL SUMMARY AND HIGHLIGHTS (Rs. In Lakh)

COMPANYS PERFORMANCE, STATE OF AFFAIRS OF THE COMPANY AND FUTURE PROSPECTS

The Company is engaged in the business of manufacturing of vinyl flooring, sheeting and leather cloth etc. During the period under review your company produced 26,754 M.T. of PVC flooring, Sheetings, Films etc. as against 23,414 M.T. produced during the previous year. The Company achieved higher capacity utilization with the installation and utilization of new Plant & Machinery. Gross Sales from Operations and Other Income during the year under review was Rs. 28,871 Lakhs against Rs.24,386 Lakhs during the previous financial year. Profit before tax during 2022-2023 was Rs.1,520 Lakh against Rs.1,388 Lakhs during the year 2021- 2022. Net profit of the company after tax for the current financial year was Rs. 1,168 Lakhs against Rs.978 Lakhs during the last financial year. Barring unforeseen circumstances, your company will perform better in the current year.

DETAILS OF DIVIDEND DECLARED

The Board of your company is pleased to recommend for your approval payment of dividend @ 0.50 per equity share of Rs.5/- each (i.e. 10%) for the year ended on 31st March, 2023 subject to deduction of Tax at Source, which if approved at the forthcoming Annual General Meeting, will be paid to those equity shareholders whose names appear in the Register of Members as on 12th September, 2023 in respect of shares held in physical form and in respect of shares held in dematerialized form. The dividend shall be paid on the basis of the beneficial ownership as per the details furnished by the Depositories for this purpose at the end of business hours on 11th September, 2023.

RESERVES

During the year under review, the Board has transferred an amount of Rs.400 Lakhs to General Reserves.

DETAILS OF MONEY ACCEPTED FROM DIRECTORS

During the year under review, the company has not accepted money in the form of Unsecured Loan from any of the Directors and/ or their relative(s).

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of business of the Company.

IMPACT OF COVID-19 ON PERFORMANCE AND FINANCIAL POSITION OF THE COMPANY

The outbreak of Corona Virus (COVID-19) pandemic globally and in India is causing significant disturbance and slowdown of economic activity. In assessing the recoverability of companys assets such as Financial assets and Non-Financial Assets, the company has considered internal and external information. The company has evaluated impact of this pandemic on its business operations and based on its review and current indicators of future economic conditions, there are no significant impact on its financial statements and the company expects to recover the carrying amount of all its assets.

CHANGE IN CAPITAL AND DEBT STRUCTURE

There was no change in the capital structure of the company during the year under review and no fresh shares or convertible securities were issued by the company during the year under review.

CREDIT RATING

The company got its credit rating done from Credit Rating Information Services of India Limited (CRISIL) and credit rating of the company is as under:-

Long term Rating CRISIL BBB/Positive Short Term Rating CRISIL A3+

TRANSFER OF SHARES AND UNPAID/UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the FY 2023-24, unpaid/ unclaimed dividend for the FY 2015-16 aggregating to Rs.4,16,822.50/- and the corresponding 6,46,437 number of equity shares for which dividend entitlements remained unpaid/ unclaimed for seven consecutive years or more, shall be transferred by the Company to IEPF established by the Central Government, pursuant to provisions of Section 124 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, within the statutorily stipulated timeframe. Before effecting transfer of shares to IEPF, company has informed all such members, whose shares were liable to be transferred to IEPF during the FY 2023-2024 through individually addressed letters and publication of notice in newspapers. The details of unpaid/ unclaimed dividend and corresponding shares that would be transferred to IEPF, unpaid and unclaimed amounts lying with the Company and procedure for claiming the dividend and shares from IEPF Authority are available on website of the Company at the link: www.premierpoly.com and also on the website of Investor Education and Protection Fund Authority i.e. www.iepf.gov. in Shareholders may claim their unpaid/ unclaimed dividend and the corresponding shares from the IEPF Authority through online application in prescribed form i.e. IEPF-5 at its website www.iepf.gov.in .The last date for claiming dividend declared during FY 2015-16 which remained unpaid/ unclaimed is October 16, 2023. Members may forward their claims for unpaid/ unclaimed final dividend to the Companys RTA before it is due to be transferred to IEPF. Thereafter, no claim shall lie against the Company in respect of the dividend/ shares so transferred to IEPF.

SUBSIDIARIES AND ASSOCIATES

As per provisions of the Section 129 and other applicable provisions, if any, of the Companies Act,2013, your company has no Subsidiaries or Associate company.

QUALITY CONTROL

Your Company continues to hold prestigious ISO 9001:2008 certification for quality as manufacturer and exporter of PVC products namely Marbled (Contract), Printed and Technical Flooring, Leather Cloth, Sheeting, Humidity Barrier and Geo Mem-brane. Bureau of Indian Standards has granted BIS certification Mark ISI for Un-backed Flexible PVC Flooring, Sheets or rolls and tiles for 1.5 mm and 2.00 mm thickness vide IS No. 3462:1986.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Companies Act,2013 has been disclosed under Nomination & Remuneration Committee in the Corporate Governance Report which forms part of the Directors Report.

ANNUAL RETURN

Pursuant to the provisions of 92(3) and Section 134(3) (a) of the Companies, Act,2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft Annual Return of the Company for the Financial Year 31st March, 2023 is uploaded on the website of the Company and can be accessed https://www.premierpoly.com/ form-MGT-7-2023.pdf

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) of the Companies Act, 2013, your Directors state:-

That in the zreparation of the annual accounts, the applicable accounting standards have been followed along with proper

explanation relating to material departures ;

That your Directors have selected such accounting policies and applied them consistently and made judgment and estimates

that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the

financial year and of the profit or loss of the company for that period ;

That your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for the assets of your company and for preventing and detecting fraud and other irregularities;

That your Directors have prepared the annual accounts on a going concern basis;

That the directors have laid down proper internal financial controls which are followed by the company and that such internal financial controls are adequate and were operating effectively ; and

That the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such

systems were adequate and operat-ing effectively.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

DETAILS OF AUDITORS QUALIFICATIONS AND REPLY OF MANAGEMENT

The Auditors Report for the Financial year 2022-2023 does not have any details of qualifications, reservations or adverse remarks.

PARTICULARS OF EMPLOYEES AND HUMAN RESOURCES

The information as required under Section 197 of the Companies Act,2 013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 are attached given below :

The ratio of the remuneration of each director to the median remuneration of the employees of the company for the

financial year

Non Executive Independent Director	Ratio to median remuneration
Smt. Bhupinder Kaur Marwah	-
Smt. Rashmee Singhania	-
Shri Santosh Kumar Dabriwala	-
Shri Umesh Kumar Agarwalla	-

Executive Director	Ratio to median remuneration
Shri Amar Nath Goenka *	7.68
Shri Amitaabh Goenka	19.69
Shri R B Verma	2.66

resigned with effect from 04-07-2022.

The percentage increase in remuneration of each Director, Chief Executive Office & Company Secretary in the financial year :

Director, Chief Executive Officer, Chief Financial Officer and Company Secretary	% increase in remuneration in the financial year
Smt. Bhupinder Kaur Marwah	-
Smt. Rashmee Singhania	-
Shri Santosh Kumar Dabriwala	-
Shri Umesh Kumar Agarwalla	-
Shri Amar Nath Goenka, Managing Director *	-
Shri Amitaabh Goenka, Managing Director & CEO **	-
Shri N K Bhandari, Company Secretary ***	-
Shri R B Verma	-
Smt. Dhwani Sharma, Company Secretary & Compliance Officer ****	-
Shri Paribesh Mishra, Chief Financial Officer ****	5.36%

Shri Amar Nath Goenka resigned with effect from 04-07-2022 from all the positions of the company to spend time with family and friends.

** Shri Amitaabh Goenka was appointed as Managing Director & Chief Executive Officer of the company with effect from

13-07-2022

*** Shri N. K Bhandari resigned from the position of Company Secretary and Compliance Officer of the company with effect

from 11-05-2022.

**** Smt. Dhwani Sharma was appointed as Company Secretary and Compliance Officer of the company with effect from

13-07-2022.

***** Shri Paribesh Mishra was appointed as Chief Financial Officer of the Company with effect from 13-07-2022.

The percentage increase in the median remuneration of employees in the financial year: 08.99%.

The number of permanent employees on the roll of company: 295

The explanation on the relationship between average increase in remuneration and company performance:

On an average, employees received an annual increase of 09.02 %. The individual increments varied from 0.00 % to 33.33% based on individual performance.

Comparison of the remuneration of the key managerial personnel against the performance of the company :

Aggregate remuneration of Key Managerial personnel (KMP) in financial year 2022-2023 ( Rs. In Lakh)	215.45
Revenue (Figures in Rupees in Lakhs)	28,871
Remuneration of KMPs (as % of revenue)	0.75
Profit before Tax (PBT) (Figures in Rupees in Lakhs)	1,520
Remuneration of KMPs (as % of PBT)	14.17

Variation in the market capitalization of the Company, price earnings ratio as at the closing date of the current

financial year and previous financial year.

Particulars	March 31, 2023	March 31, 2022	% Change
Market Capitalization (Rupees in Lakhs)	15,429	15,984	(-) 3.47
Price Earnings Ratio	5.58	4.67	19.49

Percentage increase or decease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer :

Particulars	March 31, 2023	1995* (Right cum Public Issue)	% change
Market Price (BSE) Closing rate	72.31	14.25	407.43
Market Price (NSE) Closing rate	73.65	12.50	489.20

* In the year 2003 the face value of equity share was reduced from Rs.10/- per equity share to Rs.2.50 per equity share in compliance with the Orders of the Honble BIFR. Further pursuant to a resolution passed by the Shareholders of the company in the year 2009, the face value of the equity Shares was changed from Rs.2.50 per equity shares to Rs.5/- per equity share and one equity share was issued against the holding of two equity shares held by a shareholders. Price per share at BSE was Rs.28.50 for paid up face of Rs.10/- each and at NSE was Rs.25/-in the year 1995. These rates were taken at half the price due to change in face value.

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

There was no increase in remuneration of any Director/KMP except increase in remuneration of Shri Paribesh Mishra, Chief

Financial Officer of the Company by 5.36%.

Comparison of remuneration of each key managerial personnel against the performance of the company :

Particulars	Shri Amar Nath Goenka, Managing Director and CFO*	Shri Amitaabh Goenka, Managing Director & CEO **	Shri N K Bhandari, Company Secretary ***	Shri R B Verma, Executive Director	Smt. Dhwani Sharma, Company Secretary & Compliance Officer ****	Shri Paribesh Mishra, Chief Financial Officer *****
Remuneration in FY 2022- 2023 Rs. In Lakhs)	48.37	123.89	2.36	16.74	8.92	15.18
Revenue (Rs. In Lakh)	28,871	28,871	28,871	28,871	28,871	28,871
Remuneration as % of revenue	0.17	0.43	0.01	0.06	0.03	0.05
Profit before tax (Rs. In Lakh)	1,520	1,520	1,520	1,520	1,520	1,520
Remuneration (as % of PBT)	3.18	8.15	0.16	1.10	0.59	1.00

* Shri Amar Nath Goenka resigned with effect from 04-07-2022 from all the positions of the company to spend time with family and friends.

** Shri Amitaabh Goenka was appointed as Managing Director & Chief Executive Officer of the company with effect from

13-07-2022

*** Shri N. K Bhandari resigned from the position of Company Secretary and Compliance Officer of the company with effect

from 11-05-2022.

**** Smt. Dhwani Sharma was appointed as Company Secretary and Compliance Officer of the company with effect from

13-07-2022.

***** Shri Paribesh Mishra was appointed as Chief Financcial Officer of the Company with effect from 13-07-2022

key parameters for any variable component of remuneration availed by the directors :

There is no variable component involved in the remuneration of Directors. The Directors are being paid remuneration as approved by the shareholders of the company.

The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:

None

Affirmation that the remuneration is as par the remuneration policy of the company :

The company affirms remuneration is as per the remuneration policy of the company.

The Statement containing particulars of employees as required under Section 197(12) of the Companies Act,2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 is not applicable as none of the employees of the company is covered under the provisions of the act and rules made thereunder.

RESEARCH & DEVELOPMENT CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, as prescribed under Section 134(3) (m) of the Companies Act, 2013, are annexed as Annexure "II".

AUDITORS REPORT AND AUDITORS AUDIT REPORTS

The Auditors Report for fiscal Year 2023 does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this Annual Report.

The Secretarial Auditors Report for fiscal Year 2023 does not contain any qualification, reservation or adverse remark.

The Secretarial Auditors Report is enclosed as Annexure III to the Boards report in this Annual Report.

As required by the Listing Regulations, the certificate on corporate governance is enclosed as Annexure "VII" to the

Boards report and report does not contain any qualification, reservation or adverse remark.

AUDITORS

Statutory Auditor

The Auditors M/s M A R S & Associates, Chartered Accountants, Auditors of the company were re-appointed as Statutory Auditors of the Company by the shareholders at the 30th Annual General Meeting held on 26-09-2022 to hold office of Statutory Auditors of the Company upto the conclusion of the 35th Annual General Meeting of the Company to be held in the year 2027 i.e. for a term of five (5) years.

Secretarial Auditor

As required under Section 204 of the Companies Act, 2013 (as amended or re-enacted from time to time) read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and other applicable provisions, if any, of the Companies Act 2013, Shri Nitin Gupta, Practicing Company Secretary, was appointed as Secretarial Auditor of the company to conduct the secretarial audit of the company for the financial year 2022-2023 by the Board of Directors of the Company in their Meeting held on 09-05-2022 on the recommendation of Audit Committee. The Secretarial Audit Report for the FY 2022-2023 forms part of the Annual Report & is attached as Annexure "III" to the Directors Report. However, for the financial year 2023-2024 M/s Sumit Bajaj & Associates, have been appointed as Secretarial Auditor of the company to conduct the secretarial audit of the company for the financial year 2023-2024 by the Board of Directors of the Company in their Meeting held on 22-05-2023 on the recommendation of Audit Committee.

Internal Auditor

The Company has in place adequate Internal financial control with reference to financial statements. During the year, such control were tested and no reportable material weakness in the design or operations were observed. The Internal Auditor, M/s D D Bansal Associates, Chartered Accountants, directly report to the Audit Committee. M/s D D Bansal Associates, Chartered Accountants, was appointed as Internal Auditor of the company for the financial year 2023-2024 by the Board of Directors of the Company in their Meeting held on 22-05-2023 on the recommendation of Audit Committee.

Cost Accountant

As per the requirements of the Central Government and pursuant to Section 148 of the Companies Act,2013 read with the Companies (Cost Records & Audit) Rules,2014 as amended from time to time your Company is maintaining cost accounting records and get them audited for products(s)/ Service covered under the Cost Records Rules, 2014 for the year ending 31st March 2023 pursuant to section 148(1) of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit & Auditor) Rules, 2014.

On the recommendation of the Audit Committee, The Board of Directors in their Meeting held on 22-05-2023, have appointed M/s Cheena & Associates, Cost Accountants to maintain cost accounting records and certify them for Product(s)/ Services Covered under Cost Records Rules 2014 for the year ending 31st March 2024 pursuant to section 148(1) of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit & Auditor) Rules, 2014. at a remuneration of Rs. 45,000/- (Rupee Forty Five Thousand Only) plus GST and out of pocket expenses. A resolution for the approval remmuneration of Cost Auditor forms part of the Notice convening the Annual General Meeting.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the

ordinary course of business and at arms length basis. During the year, the Company has entered into fresh contract / arrangement

/ transaction with related parties which could be considered material in accordance with the policy of the Company or materiality of related party transactions and these falls under the scope of Section 188(1) of the Companies Act,2013.Your Directors draw attention of the members to Note 33 to the financial statement which sets out related party disclosures.

Information on transactions with related parties pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules,2014 are given in Annexure " IV" in Form No. AOC-2 and form integral part of the Directors Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri Amar Nath Goenka, Managing Director, CEO and CFO of the Company resigned from the Directorship and from all other positions of the company with effect from 04/07/2022 to spend retired life time with family and friends.

Shri N K Bhandari also resigned from the post of Company Secretary and Compliance Officer with effect from 11-05-2022 on health grounds. Smt. Dhwani Sharma was appointed as Company Secretary and Compliance Office of the Company with effect from 13/07/2022 by the Board on the recommendations of Audit Committee but she resigned from the post of Company Secretary and Compliance Officer and was relieved with effect from 15-04-2023. Ms. Heena Soni was appointed as Company Secretary and Compliance Office of the Company with effect from 22/05/2023 by the Board on the recommendations of Audit Committee.

Shri Amitaabh Goenka was appointed as Managing Director & CEO of the company by the Board with effect from 13-07-2022 on the recommendations of Audit Committee and his appointed as Managing Director and CEO was approved by the shareholders of the company in the 30th Annual General Meeting held on 26-09-2022.

Shri Paribesh Mishra was appointed as Chief Financial Officer of the company by the Board with effect from 13-07-2022 on the

recommendations of Audit Committee.

(I) Details of re-appointed of whole time Director of the company are as under:- Shri Ram Babu Verma

Shri Ram Babu Verma is the Executive Director of the Company since 27th June,2020 and his last reappointment as Executive Director was approved by the Shareholders in the Thirtieth Annual General Meeting of the company held on 26th September, 2022 for a period of Twelve (12) months under Schedule V of the Companies Act, 2013 with effect from 27th December, 2022 till 26th December, 2023 at a remuneration of Rs.90,500/- (Rupees Ninety Thousand Five Hundred only) per month as basic salary plus perquisites admissible under Schedule V to the Companies Act, 2013.

The present term of Shri Ram Babu Verma expires on 26/12/2023 and the next Annual General Meeting of the company would be held on or before 30th September, 2024 i.e. in any case after the expiry of his present tenure on 26/12/2023. It is, therefore, proposed to re-appoint Shri Ram Babu Verma as Executive Director of the Company in the ensuing Annual General Meeting for a further period of twelve (12) months with effect from 27/12/2023 under Schedule V to the Companies Act, 2013 at the existing basic salary of Rs. 90,500./- (Rupees Ninety Thousand Five Hundred Only) per month plus perquisites as given in the Notice of Thirty First Annual General Meeting.

Shri Ram Babu Verma is being re-appointed pursuant to Sections196,197,203 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), read with Schedule V to the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force) and subject to such other approvals, permissions and sanctions and as per Article Number 116 of the Articles of Association of the Company and subject to the limits specified in Schedule V to the Companies Act,2013.

As per provisions of the Companies Act, 2013 any appointment of whole time Director including Executive Directors requires approval of the Shareholders in their General Meeting. Further in case of inadequate profit or no profit Executive Director can be appointed under Schedule V of the Companies Act, 2013 upto a period not exceeding thirty six months without obtaining the consent of the Central Government provided that such approval is accorded by the shareholders by a Special Resolution moved in the Notice for Annual General Meeting. It is, therefore, proposed to pass the Special Resolution approving re-appointment of Shri Ram Babu Verma as Executive Director for a term of Twelve (12) months on the Terms and Conditions as specified in the Notice of the Thirty First Annual General Meeting under Schedule V of the Companies Act,2013.The Board of Directors of the company have approved appointment of Shri Ram Babu Verma as Executive Director for Twelve (12) months i.e. upto 26/12/2024 in their Meeting held on 22/05/2023 on the recommendation of the Nomination and Remuneration Committee subject to approval by the Members of the company and subject to such other approvals, permissions and sanctions, as may be necessary.

Shri Ram Babu Verma is not a Director in any other company. However, he is member in Share Transfer Committee, Share Allotment Committee, Internal Complaint Committee, Audit Committee, Stakeholders Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee of the company. Shri Ram Babu Verma holds NIL Equity Shares of the Company.

Shri Ram Babu Verma is 60 years of age and holds a Bachelor Degree in Science, M.A. in Economics and also MSW (HR & IR). He has experience of around 34 years as an Executive and hence the salary and perquisites proposed to provide to him are considered reasonable. Further the remuneration and perks given in the Notice convening the Thirty First Annual General Meeting are within the prescribed limits of Schedule V of the Companies Act, 2013.

Shri Ram Babu Verma has given his declaration and has confirmed that he has not been convicted of any offence in connection with the promotion, formation and/or management of any company or LLP and has not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law in the last five years and that his total directorship in all companies shall not exceed the prescribed number of companies in which a person can be appointed as a director.

The Board of Directors affirms that Shri Ram Babu Verma is not debarred from holding of the office the Director by virtue of any SEBI order and/or any other such authority. In the opinion of the Board Shri Ram Babu Verma is a person of integrity and possesses relevant expertise, competence and experience to hold office of the Director of the Company and his appointment as a Director and an Executive Directors of the company would be beneficial to the Company.

No Directors, Key Managerial Personnel and/or their relatives are in any way concerned or interested in the resolution of the Notice except Shri Ram Babu Verma himself.

(II) Details of appointment/re-appointment of Non executive independent Directors are as under:- Smt. Bhupinder Kaur Marwah

Smt. Bhupinder Kaur Marwah was appointed as a Director (Non executive Independent Director) of the Company with effect from 01st April, 2019 by the Shareholders of the Company in the Twenty Seventh Annual General Meeting of the Company held on 26th September, 2019 for sixty months not liable to retire by rotation. Her tenure would expire on 31-03-2024 but the Board of Directors of the Company has recommended her reappointment as a Non Executive Independent Director in their Meeting held on 22-05-2023 on the recommendations of the Nomination & Remuneration Committee for another term of five years i.e. upto 31-03-2029 as next Annual General Meeting of the company would be held after April,2024 i.e. after her tenure expires on 31st March, 2024.Her reappointment is subject to the approval by the Shareholders of the Company in the Thirty First Annual General Meeting.

Smt. Bhupinder Kaur Marwah is 73 years of age and holds a Graduate Degree. She has experience of around 49 years in the field of banking and finance. Smt. Bhupinder Kaur Marwah is Chairperson of Audit Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and Member of Nomination & Remuneration Committee. She holds NIL shares in the Company.

The Board of Directors affirms that Smt. Bhupinder Kaur Marwah is not debarred from holding of the office of Non Executive Independent Director by virtue of any SEBI order and/or any other such authority. In the opinion of the Board Smt. Bhupinder Kaur Marwah is a person of integrity and possesses relevant expertise, competence and experience to hold office of the Director of the Company and her appointment as an Non Executive Independent Director of the company would be beneficial to the Company.

The Board of Directors recommends re-appointment of Smt. Bhupinder Kaur Marwah as she possesses rich experience in field of banking and finance and is a fit and proper person to be continued to be Non Executive independent Director of the Company. She is independent of the Management and not related to any of the Director(s) and/or Key Managerial personnel of the Company.

No Directors, Key Managerial Personnel and their relatives are in any way concerned or interested in her re-appointment except Smt. Bhupinder Kaur Marwah herself.

Shri Santosh Kumar Dabriwala

Shri Santosh Kumar Dabriwala was appointed as a Director (Non executive Independent Director) of the Company with effect from 01st April,2019 by the Shareholders of the Company in the Twenty Seventh Annual General Meeting of the Company held on 26th September,2019 for sixty months not liable to retire by rotation. The tenure of Shri Santosh Kumar Dabriwala would expire on 31-03-2024 so the Board of Directors of the Company has recommended his reappointment as a Non Executive Independent Director in their Meeting held on 22-05-2023 on the recommendations of the Nomination & Remuneration Committee for another term of five years i.e. upto 31-03-2029 as next Annual General Meeting of the company would be held after April,2024 i.e. after his tenure expires on 31st March,2024. His re-appointment is subject to the approval by the Shareholders of the Company in the Thirty First Annual General Meeting.

Shri Santosh Kumar Dabriwala is 71 years of age and holds a Commerce Degree. He is an Industrialist with more than 50 years of experience in trade and Industry. He has been associated with Sugar, Steel and Cement Poles manufacturing Industries. At present he is also on the Board of M/s Orient Prestressed Products Private Limited & M/s Dabri Finance Private Limited. He holds 2,000 equity shares i.e. 0.01 % of total shareholding of the Company.

The Board of Directors affirms that Shri Santosh Kumar Dabriwala is not debarred from holding of the office the Director by virtue of any SEBI order and/or any other such authority. In the opinion of the Board Shri Santosh Kumar Dabriwala is a person of integrity and possesses relevant expertise, competence and experience to hold office of the Director of the Company and his appointment as an Non Executive Independent Director of the company would be beneficial to the Company.

The Board of Directors recommends re-appointment of Shri Santosh Kumar Dabriwala as a Special Resolution as Shri Santosh Kumar Dabriwala possesses rich experience in field of trade and Industry and is a fit and proper person to be continued to be Non Executive independent Director of the Company. He is independent of the Management and is not related to any of the Director(s) and/or Key Managerial Personnel of the Company .

No Directors, Key Managerial Personnel and their relatives are in any way concerned or interested in his re-appointment except Shri Santosh Kumar Dabriwala himself.

Shri Umesh Kumar Agarwalla

Shri Umesh Kumar Agarwalla was appointed as a Director (Non executive Independent Director) of the Company with effect from 28th May,2019 by the Shareholders of the Company in the Twenty Seventh Annual General Meeting of the Company held on 26th September, 2019 for sixty months not liable to retire by rotation. The tenure of Shri Umesh Kumar Agarwalla would expire on 27-05-2024 so the Board of Directors of the Company has recommended his reappointment as a Non Executive Independent Director in their Meeting held on 22-05-2023 on the recommendations of the Nomination & Remuneration Committee for another term of five years i.e. upto 27-05-2029 as next Annual General Meeting of the company would be held by September, 2024 i.e. after his tenure expires on 27th May,2024.His reappointment is subject to the approval by the Shareholders of the Company in the Thirty First Annual General Meeting.

Shri Umesh Kumar Agarwalla is 69 years of age and holds a Degree in Engineering. He is and Industrialist with more than 49 years of experience in trade, Industry and expertise in Global Trade of Minerals Carbon Products, Logistics and Marketing. He is also on the Board of M/s Polo Queen Industrial And Fintech Limited, M/s Aajiwan Industries Limited, M/s Sri Vishvanath Enterprises Limited, M/s Someshwara Industries and Exports Limited, M/s Bow Balaleshwar Minings Private Limited, M/s Balaji Prints Limited, M/s R J Knitwears Limited, M/s Polo Queen Infotech and Textile Limited and M/s Arjay Apparel Industries Limited. He holds Nil equity shares of the Company.

The Board of Directors affirms that Shri Umesh Kumar Agarwalla is not debarred from holding of the office the Director by virtue of any SEBI order and/or any other such authority. In the opinion of the Board Shri Umesh Kumar Agarwalla is a person of integrity and possesses relevant expertise, competence and experience to hold office of the Director of the Company and his appointment as an Non Executive Independent Director of the company would be beneficial to the Company.

The Board of Directors recommends re-appointment of Shri Umesh Kumar Agarwalla as a Special Resolution as Shri Umesh Kumar Agarwalla possesses rich experience in field of trade and Industry and is a fit and proper person to be continued to be Non Executive independent Director of the Company. He is independent of the Management and is not related to any of the Director(s) and/or Key Managerial Personnel of the Company .

No Directors, Key Managerial Personnel and their relatives are in any way concerned or interested in his re-appointment except Shri Umesh Kumar Agarwalla himself.

DECLARATION BY THE INDEPENDENT DIRECTORS

Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant Rules.

STOCK EXCHANGES

The equity shares of your company are listed at the Stock Exchanges as per details given in the Annexure "V" and forming part of Directors Report to the Members. The equity shares of the company are traded at these Stock Exchanges. The shares were not suspended from trading by any of the stock exchanges where shares are listed during the period under review.

ADDITIONS OF OTHER SOURCES OF POWER/ENERGY

Seeing the Government inclination towards pollution free environment and as per various notifications of Government in this regard, your Company plans to switch to other sustainable and renewable sources of power/energy such as Solar and PNG energy in addition to available current source of power energy available with the company during the current financial year.

STATEMENT OF DEVIATION OR VARIATION

The company did not issue any shares under Public/Rights and/or preferential Issue during the period under review.

CORPORATE GOVERNANCE

A separate Report on Corporate Governance along with the General Shareholders Information, as prescribed under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 along with a certificate from the Practicing Company Secretary regarding compliance of the conditions of the Corporate Governance is given in Annexure "VI" and Annexure "VII" respectively and form part of Directors Report to the Members.

SAFETY, HEALTH AND ENVIRONMENTAL PERFORMANCE

Your Companys commitment towards Safety, Occupational Health and Environment is being continuously enhanced. The Company encourages involvement of all its employees in activities related to safety, including promotion of safety standards. This is also to ensure sustainable business growth. The Company has a well-established Safety, Occupational Health and Environmental Policy which inter alia ensures safety of public, employees, plant and equipment by ensuring compliance with all statutory rules and regulations on regular basis.

SUSTAINABILITY INITIATIVE

As required under Regulation 34(2)(f) of the Listing Regulations submission of the Business Responsibility Report is not applicable

on your company.

EMPLOYEES STOCK OPTION SCHEME

At present your company does not have any Scheme regarding Employees Stock Option Scheme pursuant to SEBI (Share Based

Employee Benefits) Regulations, 2014.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The company has a vigil mechanism and whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the code of conduct. The reportable matters are disclosed to the Chairman of Audit Committee.

During the year under review, no employee was denied access to the Audit Committee.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK-PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to hear and redress the complaints, if any received from women employees.

number of complaints filed during the financial year - Nil

number of complaints disposed of during the financial year - Nil

number of complaints pending as on end of the year - Nil

RISK MANAGEMENT

The company has developed and implemented a Risk Management Policy to identify and mitigate key risks that may threaten the existence of the company.

INSURANCE

The Company has taken the required insurance coverage for its assets against the possible risks like fire, flood, burglary etc.

RECOMMENDATION BY AUDIT COMMITTEE

There were no such instances where the recommendation of Audit Committee has not been accepted by the Board during the

financial year under review.

CEO & CFO CERTIFICATE ON CODE OF CONDUCT

The Board has laid down a specific code of Conduct for all Board Members and Senior Management of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on annual basis. In this regard certificate from CEO and CFO as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by the Board and the same is attached herewith as per Annexure "VIII".

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

A Nomination and Remuneration Committee has been constituted under section 178 of the Companies Act, 2013 for formulization the criteria for determining qualifications, positive attributes and independence of a Directors and recommend to the Board a policy relating to the remuneration for the Directors, Key Managerial Personnel and other employees. Further, the Directors of the Company are being paid remuneration as approved by the Shareholders and Board as per the provisions of the Act and rules made there under.

DETAILS OF INDEPENDENT DIRECTORS RETIRED FROM THE DIRECTORSHIP OF THE COMPANY

During the year under review no Independent Director retired from the Directorship of the company.

TOTAL FEES PAID TO THE STATUTORY AUDITOR FOR ALL THE SERVICES DURING THE YEAR 2022-2023

The Company has paid a sum of Rs1,20,000/- (Rupees One Lakh Twenty Thousand only) towards all the services rendered by

Statutory Auditor during the financial year 2022-2023.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Board has adopted the procedures for ensuring orderly and efficient conduct of its business including adherence to the companys policy, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting record, and timely preparation of financial disclosures. The Internal Auditors, M/s D D Bansal Associates, Chartered Accountants, directly reports to the Audit Committee of the Company

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the company between the end of financial year to which these financial statements relate and as on the date of this Report except steep flucatutation in the prices of raw material.

FORMAL ANNUAL EVALUATION

In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of the Board, its committees and of individual directors was carried out during the year under review. More details on the same are given in the Corporate Governance Report.

The performance evaluation of Independent Directors was done by the entire Board of Directors during the year and in the evaluation, the directors who were subject to evaluation did not participate. The Board opined that the Independent Directors meet the criteria of persons with integrity and possess relevant expertise / experience, including proficiency (where required) and fulfilling the conditions specified in the Act for appointment as Independent Directors and are independent of the Management.

DETAILS OF FRAUD

No fraud has been reported/detected for the period under review.

MANAGEMENT DISCUSSIONS AND ANALYSIS

A separate annexure on Management Discussions and Analysis Report is attached as Annexure "IX" forming part of the Directors Report.

DISCLOSURE ON CORPORATE SOCIAL RESPONSIBILITY POLICY

A report on CSR is attached as Annexure ‘X to the Directors Report.

INDUSTRIAL RELATIONS :

The industrial relations remained cordial during the year under review.

PUBLIC DEPOSITS

The Company has not invited or accepted deposits from the public covered under Section 73 of the Companies Act, 2013.

COMPLIANCE WITH THE SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards as recommended by the Institute of Company Secretaries of India. The Report of Secretarial Auditors of the company on Secretarial standards maintained by the company is attached as Annexure "III" for the financial year 2022-2023.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

Ministry of Corporate Affairs has permitted Companies to send copies of Annual Report, Notice etc. electronically to the email IDs of shareholders. Your Company has arranged to send the soft copies of these documents to the registered email IDs of the shareholders, wherever applicable, In case, any shareholder would like to receive physical copies of these documents the same shall be forwarded upon receipt of written request.

SIGNIFICANT AND MATERIAL ORDERS OF REGULATION,COURTS OR TRIBUNALS

No significant and material order was passed by any Court of Regulation or Courts or Tribunals during the year under review

impacting the going concern status of your Company and its future operations.

CERTIFICATE OF NON DISQUALIFICATION OF DIRECTORS

M/s Sumit Bajaj & Associates, Company Secretaries in practice, has issued a certificate as required under the Listing Regulations, confirming that none of the directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of companies by the SEBI / Ministry of Corporate Affairs or any such statutory authority. The certificate is enclosed with this section as Annexure "XI".

ACKNOWLEDGMENT

The Directors wish to place on record their sincere appreciation for the whole hearted Co-operation received by the Company from Central and State Governments, Kotak Mahindra Bank Limited and other Government Agencies and look forward to their continuing support. The Directors also record their appreciation for the sincere efforts put in by the employees of the Company at all levels.