Dear Members,
Your directors have pleasure in presenting the 55 th Annual Report together
with the Audited Statement of Accounts of your Company for the financial year ended March
31, 2025.
FINANCIAL RESULTS
The Company's financial performance for the year ended March 31, 2025 is
summarized below:
(Amount Rs. in Lakhs)
Particulars |
Year Ended 31st March, 2025 |
Year Ended 31st March, 2024 |
Gross Revenue from Continuing Operations |
1710.33 |
808.03 |
Profit before Interest, Depreciation & tax from Continuing
Operations |
119.44 |
42.97 |
Less: Interest |
31.33 |
5.50 |
Less: Depreciation |
6.82 |
|
Profit before tax from Continuing Operations (A) |
81.29 |
37.47 |
Profit before Tax from Discontinuing Operations |
54.82 |
(214.41) |
Less: Provision for Tax |
(12.95) |
43.58 |
Less: Provision for Dividend |
|
|
Profit after tax & dividend From Discontinuing Operations JBl |
67.77 |
(257.99) |
Net Profit/(Loss) for the period (A+B) |
149.06 |
(220.52) |
Add: Profit/(Loss) brought forward from previous year |
(2716.89) |
(2496.37) |
Balance carried to Balance Sheet |
(2567.83) |
(2716.89) |
STATE OF AFFAIRS/HIGHLIGHTS
The Company is having spinning plant for manufacturing of cotton yarn. With effect from
08/11/2023, the Company had discontinued its major manufacturing activities and presently
doing trading activity.
RESULT OF OPERATION
During the year under review, the Company recorded gross revenue from Continuing
Operations of Rs.1,710.33 Lakhs as compared to Rs.808.03 Lakhs in the previous year. The
Company had discontinued the business of manufacturing of Cotton yarn and presently
Company is engaged in trading of Cotton and Cotton Yarn. The Company made profit/loss
before tax from Continuing
Operations of Rs. 81.29 lakhs as compared to Rs.37.47 lakhs in the previous
year. The Company made profit/loss before tax from Discontinuing Operations of Rs. 54.82
lakhs as compared to Rs. (214.41) lakhs in the previous year. After Exceptional items,
Provision of Tax & Provision for Dividend, the Net Profit/Loss after tax of the
Company for the year stood at Rs. 149.06 lakhs against Net Profit/Loss of Rs. (220.52)
lakhs in the previous year.
JOINT VENTURE, ASSOCIATE & SUBSIDIARIES
The Company does not have Joint Venture, Associate and Subsidiaries as per rule 6 of
the Companies (Accounts) Rules, 2014. Hence, no reporting of the same in Form AOC1 has
been made.
RESERVES
The Board of Directors of your Company has decided not to transfer any amount for the
year under review to the Reserves.
DIVIDEND
During the year under review, the Directors have recommended payment of 0.01% on
NonCumulative NonConvertible Redeemable Preference Shares of the face value of Rs. 100
(Rupees one hundred only) each as dividend for the financial year 202425, for
approval of shareholders at the ensuing 55 th Annual General Meeting of the
Company.
Directors have not recommended any dividend for equity shares of the Company.
MAJOR EVENTS OCCURRED DURING THE YEAR AND SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENT
No such major event(s) occurred during the financial year and subsequent to the date of
Financial Statement.
ISSUE OF SWEAT EQUITY SHARES / ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS
During the year under review, your Company has not issued any Sweat Equity Shares /
Equity Shares with differential voting rights.
CAPITAL STRUCTURE
As on date of the Report, the Authorized Capital of the Company was Rs. 30,00,00,000/
(Rupees Thirty Crore only) divided into 1,00,00,000 (One Crore) Equity Shares of Rs. 10/
each and 20,00,000/ (Rupees Twenty Lakhs) NonConvertible NonCumulative Redeemable
Preference Shares of Rs. 100/ each and the issued, subscribed and paidup share capital of
the Company was Rs. 14,09,32,000/ (Rupees Fourteen Crores Nine Lakhs ThirtyTwo Thousand
only) divided into
45,93,200 (FortyFive Lakhs NinetyThree Thousand Two Hundred) Equity Shares of Rs. 10/
each and 9,50,000 (Nine Lakhs Fifty Thousand) NonConvertible NonCumulative Redeemable
Preference Shares of Rs. 100/ each.
There was no change in the Capital Structure of the Company during the Financial Year
under review.
RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE'S REMUNERATION
Ratio of the Remuneration of each Director to the Median Employee's Remuneration for
the Financial Year ended on 31st March, 2025 is enclosed to this report
and marked as an Annexure III.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34 read with Schedule V (B) of SEBI (Listing Obligations
and Disclosure Requirements) (Amendment) Regulations, 2018, report on “Management
Discussion and Analysis” is attached and forms a part of this Report as an Annexure
IV.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92 and Section 134, the Ministry of Corporate Affairs (MCA) has
notified the Companies (Management and Administration) Amendment Rules, 2020, wherein the
Companies are no longer required to attach extracts of Annual Return. In compliance of the
above amendment the Annual Return as on March 31, 2025 will be available on the
website of the Company: https://premiersyntheticsltd. com/
CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 15 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, since the equity paid up share
capital of the Company and net worth is below the threshold limits prescribed under SEBI
(LODR) Regulations, 2015 Corporate Governance provision is not applicable to the Company
for the year under review.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has not developed and implemented any Corporate Social Responsibility
initiative as the provisions of Section 135 of Companies Act, 2013 are not applicable to
the Company.
DETAILS OF MEETING OF THE BOARD AND ITS COMMITTEES
Board Meetings:
The Board of Directors met seven (7) times during the financial year 202425, and the
intervening gap between the meetings was within the period prescribed under the Companies
Act, 2013. The details of which are given below:
Name of Director |
Category |
Date of Meeting and Attendance |
|
|
29/04/20 24 |
28/05/20 24 |
14/08/20 24 |
22/08/20 24 |
14/11/20 24 |
13/02/20 25 |
11/03/20 25 |
Gautamch and Surana |
Managin g Director |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Sanjay Majethia |
Executiv e |
Yes |
No |
No |
No |
No |
Yes |
No |
Sunny Singhi |
Non Executiv e |
Yes |
Yes |
No |
Yes |
No |
No |
No |
Pranav Parikh |
Independ ent |
N.A. |
N.A. |
Yes |
No |
Yes |
Yes |
Yes |
Sachin Kansal |
Independ ent |
Yes |
Yes |
No |
No |
N.A. |
N.A. |
N.A. |
Jayesh Jain |
Independ ent |
No |
Yes |
Yes |
No |
N.A. |
N.A. |
N.A. |
Anusha Maheshwa ry |
Independ ent |
Yes |
No |
Yes |
No |
No |
No |
Yes |
Govind Garg |
Independ ent |
N.A. |
N.A. |
N.A. |
Yes |
Yes |
No |
Yes |
All Board Meetings were held at the Registered Office of the Company. The agenda along
with the Notes were sent in advance to all the Directors.
The Fifty Fourth Annual General Meeting was held on September 26, 2024 at the
Registered Office of the Company.
Pursuant to requirements of Regulation 26 of the Listing Regulations, none of the
Company's Director is a member of more than 10 committees or Chairman of more than 5
committees across all public companies in which he/she is a Director.
Certificate Of NonDisqualification Of Directors also enclosed as an AnnexureII.
Independent Directors Meeting:
During the year under review, the Independent Directors met on 28th March,
2025, inter alia to
discuss over all operations, Business Strategy and Medium/ Long term plans.
All the Independent Directors were present at the meeting. Pursuant to the requirements
of the
Listing Regulations and Schedule IV of the Companies Act, 2013 on Code of Conduct of
the Independent Directors, the Independent Directors had reviewed and evaluated the
performance of NonIndependent Directors and the Board as a whole and the same was found
satisfactory.
Committees' Meetings:
The Audit Committee met four (4) times during the financial year 202425,
and the details of the meeting are as follows:
Sr. No. Date of Meeting |
Attendance of Members |
1. 27/05/2024 |
Chairman & all other Members were present |
2. 13/08/2024 |
Chairman & all other Members were present |
3. 13/11/2024 |
Chairman & all other Members were present |
4. 12/02/2025 |
Chairman & all other Members were present |
The Nomination & Remuneration Committee met Three (3) times during the
financial year 202425, and the details of the meeting are as follows:
Sr. No. Date of Meeting |
Attendance of Members |
1. 29/04/2024 |
Chairman & all other Members were present |
2. 28/05/2024 |
Chairman & all other Members were present |
3. 14/08/2024 |
Chairman & all other Members were present |
4. 22/08/2024 |
Chairman & all other Members were present |
5. 11/03/2025 |
Chairman & all other Members were present |
The Stakeholder Relationship Committee and Investor Grievance Committee met Four
(4) times during the financial year 202425, and the details of the meeting are
as follows:
Sr. No. Date of Meeting |
Attendance of Members |
1. 28/05/2024 |
Chairman & all other Members were present |
2. 14/08/2024 |
Chairman & all other Members were present |
3. 14/11/2024 |
Chairman & all other Members were present |
4. 13/02/2025 |
Chairman & all other Members were present |
Committees' Composition:
The compositions of Audit Committee, Stakeholder Relationship Committee &
Nomination & Remuneration Committee are as follows:
Audit Committee:
The recent composition of the Audit Committee is in alignment with the provisions of
Section 177 of the Companies Act, 2013 read with Rules issued there under and Regulation
18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Sr. No. Name |
Chairman/Member |
1. Mr. Govind Garg |
Chairperson |
2. Mr. Pranav Parikh |
Member |
3. Ms. Savita Gupta |
Member |
All the recommendations made by the Audit Committee were accepted by the Board of
Directors of the Company. The Board of Directors has appointed M/s. Sanket S. Shah &
Associates, Chartered Accountants (FRN No. 155308W), as Internal Auditors of the Company
to conduct the internal audit of the various areas of operations and records of the
Company. The periodical reports of the said internal auditors were regularly placed before
the Audit Committee along with the comments of the management.
Nomination and Remuneration Committee Composition:
The recent composition of Nomination and Remuneration Committee is as follows:
Sr. No. Name |
Chairman/Member |
1. Mr. Pranav Parikh |
Chairperson |
2. Mr. Govind Garg |
Member |
3. Ms. Savita Gupta |
Member |
In view of the amended provisions of Section 178 of the Companies Act, 2013, the
performance of Board, its committees and each Director (excluding the director being
evaluated) has been evaluated by the Board on the basis of engagement, leadership,
analysis, decision making, communication, governance, interest of stakeholders etc.
Stakeholders and Investor Grievance Committee:
The Company has constituted the Stakeholders Relationship and Investors'
Grievance Committee in accordance with the provisions of the Companies Act, 2013 and
the Listing Regulations. The
The recent composition of the said Committee is as follows:
Sr. No. |
Name |
Chairman/Member |
1. |
Mr. Pranav Parikh |
Chairperson |
2. |
Mr. Govind Garg |
Member |
3. |
Ms. Savita Gupta |
Member |
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Sr. No. |
Name of the Person |
Designation |
1. |
Mr. Gautamchand Surana |
Managing Director |
2. |
Mr. Narayand D. Choudhary * |
Chief Financial Officer |
3. |
Mr. Vismay Makwana ** |
Company Secretary |
4. |
Mr. Vinod Rana *** |
Company Secretary |
*Mr. Narayan D. Choudhary has been appointed as Chief Financial Officer w.e.f.
29/04/2024 ** Mr. Vismay Makwana had resigned from the post of Company Secretary w.e.f. 11th
March, 2025
*** Mr. Vinod Rana has been appointed as a Company Secretary w.e.f. 7th
June, 2025
EVALUATION BY BOARD OF ITS PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL
DIRECTORS
The Board has carried out an annual performance evaluation of its own performance, the
Directors individually as well as the evaluation of the working of the Committees of the
Board. The Board performance was evaluated based on inputs received from all the Directors
after considering criteria such as Board composition and structure, effectiveness of
Board/ Committees processes, and information provided to the Board etc. The Board and the
individual Directors have also evaluated the performance of Independent and Non
Independent Directors,
fulfillment of their independence criteria and their independence from the management,
performance of the Board as a whole and that of the chairman of the meeting.
CHANGE IN DIRECTORSHIP/ KMP
Mr. Narayan D. Choudhary has been appointed as Chief Financial Officer w.e.f.
29/04/2024. Further, Mr. Vismay Makwana had resigned from the post of Company Secretary
from 11th March, 2025 and Mr. Vinod Rana has been appointed as a Company
Secretary w.e.f. 7th June, 2025. Except above, there is no change in
Directorship and Key Managerial Personal.
Ms. Anusha Maheshwary has retired from the post of Independent Director due to
completion of her tenure as an Independent Director on 7th July, 2025. Ms.
Savita Gupta (DIN: 00148102) has been appointed as an Additional Director by the Board of
Directors at their meeting held on 13 th August, 2025 and to be regularized as
an Independent Director in this Annual General Meeting.
POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS INCLUDING INDEPENDENT DIRECTORS,
KMP AND SENIOR MANAGEMENT
The Company has a Nomination and Remuneration policy for the performance evaluation of
the Chairman, individual Directors, Board and its Committees. The Nomination and
Remuneration Committee is responsible for identifying persons who are qualified to become
Directors and who may be appointed on senior management in accordance with the criteria
laid down in the Nomination and Remuneration Policy. The Committee also reviews the policy
regarding the criteria for appointment and remuneration of Directors including Independent
Directors, Key Managerial Persons and Senior Management. The Committee also recommends to
the Board, the appointment of any new Directors/Key Managerial Personnel or removal of the
existing Directors/ Key Managerial Personnel. The Committee recommends to the Board as to
whether to extend or continue the term of appointment of the Independent Directors, on the
basis of the report of performance evaluation of Independent Directors. After carefully
evaluating and analyzing the recommendations of the Nomination and Remuneration Committee,
the Board of Directors of the Company decide whether to appoint a new Director/Key
Managerial Personnel or remove an existing Director/ Key Managerial Personnel, as the case
may be. The Nomination and Remuneration Committee of the Company oversees the
implementation of the Nomination and Remuneration policy of the Company. The composition
of the Nomination and Remuneration Committee and other relevant details are provided in
this report.
The salient features of the Nomination and Remuneration policy are as follows:
a. The policy has been framed in accordance with the relevant provisions of the
Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
b. The policy spells out the criteria for determining qualifications, positive
attributes and independence of a Director and the remuneration of Directors, Key
Managerial Personnel and Senior Management including functional heads.
c. The Committee has the discretion to decide whether qualification, expertise and
experience possessed by a person are sufficient/ satisfactory for the concerned position.
d. The Director, KMP and Senior Management shall retire as per the applicable
provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board
will have the discretion to retain the Director, KMP, Senior Management in the same
position/ remuneration or otherwise even after attaining the retirement age, for the
benefit of the
Company.
e. The remuneration/ commission shall be in accordance with the statutory provisions of
the Companies Act, 2013 and the rules made there under for the time being in force.
f. Deviations on elements of this policy in extraordinary circumstances, when deemed
necessary in the interests of the Company, will be made if there are specific reasons to
do so in an individual case.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors confirming
that they meet the criteria of Independence as prescribed under the provisions of the
Companies Act, 2013 read with the Schedules and Rules made there under as well as
Regulation 16 of Listing Regulations (including any statutory modification(s) or
reenactment(s) thereof for the time being in force).
PUBLIC DEPOSITS:
In terms of Section 73 to 76 of the Companies Act, 2013 and Companies (Acceptance of
Deposits) Rules, 2014, your Company has not accepted any public deposits or no amount of
principal or interest was outstanding as on date of the Balance sheet during the year
under review.
LOANS, GUARANTEE AND INVESTMENTS
The particulars of loans, guarantee or investment made under Section 186 of the
Companies Act, 2013 are given in the Notes forming part of the Financial Statements for
the year ended March 31, 2025.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All the related party transactions that were entered into during the financial year in
the ordinary course of business and the prices were at arm's length basis. Hence, the
provisions of Section 188(1) of the Companies Act, 2013 are not attracted. Further no
materially significant related party transactions were entered by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may have
potential conflict with interest of the company at large. Hence reporting in AOC2 is not
made. All related party transactions are placed before the Audit Committee and Board of
Directors for their review. The Company's Board approved Related Party Transactions Policy
has been hosted on the website of the Company at: https://premiersyntheticsltd.com/codespolicy.php
BOARD'S COMMENT ON THE AUDITORS' REPORT
The observations of the Statutory Auditors, when read together with the relevant notes
to the accounts and accounting policies are selfexplanatory and do not call for any
further comment.
STATUTORY AUDITORS AND AUDITORS REPORT
M/s. Purushottam Khandelwal & Co., Chartered Accountants (FRN No.123825W), was
appointed as Statutory Auditors of the Company at the 51st Annual General
Meeting (AGM) till the conclusion of the 56th Annual General Meeting (AGM).
M/s. Purushottam Khandelwal & Co., Chartered Accountants (FRN No.123 825W) have
confirmed their eligibility and qualification under Section 139, 141 and other applicable
provisions of the Companies Act 2013 and Rules issued there under (including and statutory
modification(s) or reenactments) thereof for the time being in force).
The Auditors' Report for the Financial Year ended March 31, 2025 on the
financial statements of the Company is a part of this Annual Report. The Auditors' Report
for the financial year ended March 31, 2025 does not contain any qualification,
reservation, or adverse remark.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. Jigar Trivedi & Co., Practicing Company Secretaries (C.P. No.18483) to
undertake the Secretarial Audit of the Company for the Financial Year 202425. The
Secretarial Audit Report in the form “MR3'' is annexed herewith as an Annexure
V. The Secretarial Audit Report does not contain any qualification, reservation or
adverse remark.
INTERNAL AUDITOR
The Internal Auditor of the Company M/s. Sanket S. Shah & Associates, Chartered
Accountants (FRN No.155308W), has conducted the internal audit of the Company for the F.Y.202425.
The reports and findings of the Internal Auditor are periodically reviewed by the Audit
Committee.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO
The Information under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8
(3) of the Companies (Accounts) Rules, 2014 for the year ended on 31st March, 2025 is
given below and forms the part of the Boards Report.
A. CONSERVATION OF ENERGY:
The Company continues to meet the growing energy demand, while working towards
minimizing the environmental footprint of its ongoing operations, as well as future
projects. The Company is continually exploring new ways to make its operations more
efficient by putting
technology to use for direct energy savings and increasing renewable energy sources.
Improving efficiency of electricity use
Lighting: Due to its nature of operations, the share of lighting in electricity use
is relatively high. It is important to re examine whether the light source is utilized in
the most efficient way and take electricity saving measures.
Electric motor: The textile industry uses a vast number of relatively small
electric motors. While a conventional machine was driven by a single motor with the
generated mechanical power transmitted to various parts of the machine in a collective
manner, many modern machines utilize multiple motors with a control board controlling the
movement of each motor, which is directly coupled to a machine part to drive it
independently from others.
Electric heating: In the textile industry, electric heating has largely been
replaced by other methods (steam, gas heating, or direct or indirect fired heating) for
some time in order to achieve cost reductions
Nonconventional sources of energy
The different alternative renewable sources of energy are biomass, tidal energy,
geothermal energy, solar energy and wind energy. The technology is easy and
straightforward to control, with nearly very little maintenance cost. There will not be
any drawback of air pollution.
The Capital investment on energy conservation equipment
During the year under review, Company has not incurred any capital expenditure on
energy conservation equipment.
B. TECHNOLOGY ABSORPTION:
Efforts, in brief, made towards technology absorption, adaptation & innovation:
The Company is taking necessary steps to replace certain existing equipment's by
installing new equipments having better technology. In addition to this, the company has
installed plant for reprocessing for its waste material.
Benefit derived as a result of above efforts:
The benefits of technology upgraded equipments will be visible in future working.
Further, the Company has imported machinery spare parts to maintain the products quality
and life of machine.
Expenditure incurred on Research and Development:
During the year under review, Company has not incurred any Expenditure on Research and
Development.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year under review, the Company has foreign exchange outgo as mentioned
below:
Particulars |
202425 |
202324 |
Foreign Exchange Earned |
NIL |
NIL |
Foreign Exchange Used |
NIL |
2.24 |
INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY:
The Company has an effective internal control and risk mitigation system, which is
reviewed and constantly updated. The internal controls including the internal financial
control of the Company are managed and reviewed by the Audit Committee and apart from the
staff employed by the Company, the Company has also appointed Internal Auditors (M/s.
Sanket S. Shah & Associates, Chartered Accountants, Ahmedabad) of the Company to
review and monitor the internal financial controls and their adequacy. The Internal
Financial Controls of the Company are adequate and commensurate with the size and nature
of business of the Company.
RISK MANAGEMENT
Y our Company has a welldefined Risk Management System in place, as a part of good
governance practice. The risks are identified at various departmental levels and suitable
mitigation measures are thereafter adopted. The business risk framework defines the risk
management approach across the enterprise at various levels including documentation and
reporting. These are further subjected to a quarterly review. The framework has different
risk models which help in identifying risk trends, exposure and potential impact analysis
at a Company level as also separately for business segments. Risk management forms an
integral part of the Company's planning cycle. At present the Company has not identified
any element of risk which may be of threat to the existence of the Company.
REPORTING OF FRAUDS
There was no instance of fraud during the financial year under review, which required
the Statutory Auditors to report to the Audit Committee and / or Board under Section
143(12) of the Companies Act 2013 and Rules framed there under.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In order to address the genuine concerns and grievances of the Directors and Employees
of the Company, the Company has established a Vigil Mechanism/ Whistle Blower Policy for
Directors and employees pursuant to Section 177(9) of the Companies Act, 2013 and
Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Vigil
Mechanism provides adequate safeguards against victimization of Director(s) or
employee(s) or any other person who avails the mechanism and also provides for direct
access to the Chairperson of the Audit Committee in appropriate or exceptional cases.
Further, the policy has been posted on the website of the Company. It is pertinent to note
that no fraud case has been reported in the year
under review. The policy of Vigil Mechanism/ Whistle Blower Policy is available on
Company's website: https://premiersyntheticsltd.com/codespolicy.php
SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGULATOR/ COURTS/ TRIBUNAL:
There are no significant / material orders passed by the Regulator / Courts / Tribunal
impacting the going concern status of your Company and its operations in future.
HUMAN RESOURCES AND POLICY ON PREVENTION OF SEXUAL HARASSMENT (“POSH”) AT
WORKPLACE:
Your Company is committed to provide and promote a safe, healthy and congenial
atmosphere irrespective of gender, caste, creed or social class of the employees. However,
the Company does not have female employee as mentioned in the provisions of The Sexual
Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and
therefore the Internal Complaints Committees (ICC) cannot be constituted due to the lack
of number of female employees.
COMPLIANCE WITH THE SECRETARIAL STANDARDS OF ICSI
The Company is in compliance with the Secretarial Standard on Meetings of the Board of
Directors (SS1) and General Meeting (SS2) issued by the Institute of Company Secretaries
of India and approved by the Central Government.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(5) of the Act, your Directors confirm, to the
best of their knowledge and belief:
(a) in the preparation of the annual accounts, the applicable accounting standards have
been followed and that there are no material departures;
(b) they 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 at the end of the financial year and of the
profit of the Company for that period;
(c) they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act, for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
(d) they have prepared the annual accounts on a going concern basis;
(e) they have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are operating effectively;
(f) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
FINANCE AND ACCOUNTS
During the year under review, the Rating Agency CARE Ratings Limited maintained the
“B” rating for the Company's NonCumulative NonConvertible Redeemable Preference
shares.
As mandated by the Ministry of Corporate Affairs, the financial statements for the year
ended on March 31, 2025 has been prepared in accordance with the Indian Accounting
Standards (IND AS)
notified under Section 133 of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014. The estimates and judgments relating to the Financial Statements
are made on a prudent basis, so as to reflect in a true and fair manner, the form and
substance of transactions and reasonably present the Company's state of affairs, profits
and cash flows for the year ended March 31, 2025.
FAMILIARIZATION PROGRAMME TO INDEPENDENT DIRECTORS
The Company provides suitable familiarization programme to Independent Directors to
help them familiarize themselves with the nature of the industry in which the company
operates and the business model of the company in addition to regular presentation on
expansion plans and their updates, business operations and financial statements. In
addition to the above, Directors are periodically advised about the changes effected in
the Corporate Law, Listing Regulations about their roles, rights and responsibilities as
Directors of the company. There is a regular interaction of Directors with the Key
Managerial Personnel of the Company.
The policy on familiarization programme to Independent Directors is available on
website of the Company on: https://premiersyntheticsltd.com/codespolicy.php
RETIREMENT BY ROTATION AND SUBSEQUENT REAPPOINTMENT:
In accordance with the provisions of Section 152 and other applicable provisions, if
any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of
Directors) Rules, 2014 (including any statutory modification(s) or reenactment(s) thereof
for the time being in force), Mr. Sanjaykumar Vinodbhai Majethia (DIN: 06555488) Director,
is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being
eligible have offered himself for reappointment.
CHANGE IN NATURE OF BUSINESS:
During the year under review, there is no change in the nature of business.
DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT
During the years under review, no shares were held in demat suspense account or
unclaimed suspense account of the Company.
INSURANCE
The Company has taken all the necessary steps to insure its properties and insurable
interest, as deemed appropriate and as required under the various legislative enactments.
There were no major incidents or accidents to warrant insurance claims during the year
under review.
SYSTEM DRIVEN DISCLOSURES (SDD) UNDER SEBI (SAST) REGULATIONS, 2011
Pursuant to the provisions of SEBI circular dated December 01, 2015, December 21, 2016,
September 09, 2020, October 28, 2022, January 25, 2023 and March 16, 2023 with reference
to Regulation 3(5) and 3(6) of SEBI (PIT) Regulations, 2015 which inter alia required
(System Driven Disclosures) SDD to be maintained by the company. In this regard, Company
has installed SDD software dated 11th November, 2022 and is maintaining the
same on regular basis as and when any such events occur as per the provisions of SEBI
(PIT) Regulations, 2015
INITIATIVE
Your Directors would like to draw your attention to Section 20 of the Companies Act,
2013 read with the Companies (Management and Administration) Rules, 2014, as may be
amended from time, which permits paperless compliances and also service of notice /
documents (including annual report) through electronic mode to its members. To support
this green initiative of the Central Government in full measure, we hereby once again
appeal to all those members who have not registered their email addresses so far are
requested to register their email address in respect of electronic holdings with their
concerned depository participants and / or with the Company.
DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE
2016:
During the year under review, there were no applications made or proceedings pending in
the name of the Company under the Insolvency and Bankruptcy Code, 2016.
PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES:
There was no Penalties/ punishments/ compounding of offences for the year ended March
31, 2025.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has been no One Time Settlement of Loans taken from
Banks and Financial Institutions.
ACKNOWLEDGMENT
Your directors place on records their sincere appreciation for the assistance and
guidance provided by the Regulators, Stock Exchanges, other statutory bodies and the
Company's bankers for the assistance, cooperation and encouragement extended to the
Company. Your directors wish to place on record their appreciation for the contributions
made by the employees of Premier Synthetics Limited at all levels for their
efforts, hard work and support, which are indispensible for smooth functioning of the
Company. Your involvement as Shareholders is also greatly valued and your
directors look forward to your continued support.
By order of the Board of Directors For, Premier Synthetics Limited
Gautamchand Surana Sunny Singhi
Managing Director Director
Place: Ahmedabad
Date: 13thAugust, 2025 DIN: 00955362 DIN: ?721?7?6
ANNEXURE IV
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