Year End :2024-03

Your Directors have pleasure in presenting the 54^th Annual Report together with the Audited
Statement of Accounts of your Company for the financial year ended March 31, 2024.

FINANCIAL RESULTS

The Company’s financial performance for the year ended March 31, 2024 is summarized below:

(Amount Rs. in Lakhs)

Particulars	Year Ended 31st March, 2024	Year Ended 31st March, 2023
Gross Revenue	5,408.44	5289.70
Profit before Interest, Depreciation & tax	49.04	93.24
Less : Interest	40.30	45.60
Less : Depreciation	49.58	77.06
Profit before exceptional items and tax	(138.92)	(29.42)
Add : Exceptional Items	57.17	120.17
Profit before Tax	(81.75)	90.75
Less : Provision for Tax	43.58	88.29
Less: Provision for Dividend	-	-
Profit after tax & dividend	(258.00)	2.46
Add : Profit/(Loss) brought forward from	(2496.37)	(2498.83)
previous year
Balance carried to Balance Sheet	(2754.37)	(2496.37)

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 of Rs.5,408.44 Lakhs as
compared to Rs.5,289.70 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 exceptional item and tax of
Rs. (138.92) lakhs as compared to Rs. (29.42) 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. (258.00) lakhs against Net Profit/Loss of Rs. 2.46 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 AOC-1 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 Non¬
Cumulative Non-convertible Redeemable Preference Shares of the face value of Rs. 100 (Rupees
one hundred only) each as dividend for the financial year 2023-24, for approval of shareholders
at the ensuing 54^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

* In ICRA’s recently published research note on the domestic cotton spinning industry , the
rating agency expects demand for the industry to improve by close to 12-14% in volume terms in
FY2024 on a yearly basis, with yarn exports likely to increase by a sharp 85% to 90%, on the
back of a shift in sourcing preference away from China, and the expectations of demand
improving for the spring/summer season in the US and the EU regions that will drive domestic
demand from apparel and home textile manufacturers. However, a sharp moderation in cotton
prices, leading to lower yarn realisations, is likely to translate to a 9-10% year-on-year (YoY)
decline in revenues to ~Rs. 33,465 crore in FY2024.

Commenting on this, Mr. Jayanta Roy, Senior Vice President & Group Head, Corporate Sector
Ratings, ICRA, said: “Despite the increase in cotton yarn volumes, ICRA expects the operating
income of Indian cotton spinning companies to decline by 9-10% and operating margins to
shrink by 200-240 bps in FY2024 amid a significant drop in realisation and lower gross
contribution levels. Nevertheless, in-house power generation capacities recently added by select
players are likely to alleviate margin pressures in the medium term”.

(*Source:https://www.icra.in/CommonService/OpenMedia?Key=8493db3b-dd82-4973-b60f-

651937506dff)

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) Non Convertible Non Cumulative Redeemable
Preference Shares of Rs. 100/- each and the issued, subscribed and paid-up share capital of the
Company was Rs. 14,09,32,000/- (Rupees Fourteen Crores Nine Lakhs Thirty Two Thousand
only) divided into 45,93,200 (Forty Five Lakhs Ninety Three Thousands Two Hundreds) Equity
Shares of Rs. 10/- each and 9,50,000 (Nine Lakhs Fifty Thousands) Non Convertible Non
Cumulative 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 31^st March, 2024 is enclosed to this report and marked as “Annexure
II”.

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 “Annexure III”.

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, 2024 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 four (4) times during the financial year 2023-24, 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 of Director	Date of Board Meeting and Attendance of Directors
		29/05/2023	12/08/2023	10/11/2023	13/02/2024
Gautamchand Surana	Managing Director	Yes	Yes	Yes	Yes
Sanjay Majethia	Executive Director	No	Yes	No	No
Sunny Singhi	Non-Executive Director	Yes	Yes	Yes	No
Sachin Kansal	Independent Director	Yes	No	Yes	Yes
Jayesh Jain	Independent Director	Yes	Yes	Yes	No
Anusha Maheshwary	Independent Director	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 Third Annual General Meeting was held on September 27, 2023 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.

Independent Directors Meeting:

During the year under review, the Independent Directors met on 29^th March, 2024, 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 Non-Independent Directors and the Board as a whole and the same was found satisfactory.

The Audit Committee met four (4) times during the financial year 2023-24, and the details of
the meeting are as follows:

Sr. No.	Date of Meeting	Attendance of Members
1.	19/05/2023	Chairman & all other Members were present
2.	12/08/2023	Chairman & all other Members were present
3.	10/11/2023	Chairman & all other Members were present
4.	13/02/2024	Chairman & all other Members were present

The Nomination & Remuneration Committee met Three (3) times during the financial year
2023-24, and the details of the meeting are as follows:

Sr.	Date of Meeting	Attendance of Members
No.
1.	29/05/2023	Chairman & all other Members were present
2.	12/08/2023	Chairman & all other Members were present
3.	13/02/2024	Chairman & all other Members were present

The Stakeholder Relationship Committee and Investor Grievance Committee met Four (4)

times during the financial year 2023-24, and the details of the meeting are as follows:

Sr. No.	Date of Meeting	Attendance of Members
1.	29/05/2023	Chairman & all other Members were present
2.	12/08/2023	Chairman & all other Members were present
3.	10/11/2023	Chairman & all other Members were present
4.	13/02/2024	Chairman & all other Members were present

Committees’ Composition:

The compositions of Audit Committee, Stakeholder Relationship Committee & Nomination &
Remuneration Committee are as follows:

The 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. Sachin Kansal	Chairman
2.	Mr. Jayesh Jain	Member
3.	Mr. Sunny Sunil Singhi	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 Composition of Nomination and Remuneration Committee is as follows:

Sr. No.	Name	Chairman/Member
1.	Mr. Jayesh Jain	Chairman
2.	Mr. Sachin Kansal	Member
3.	Mr. Sunny Sunil Singhi	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 Composition of the said Committee is as follows:

Sr. No.	Name	Chairman/Member
1.	Mr. Sachin Kansal	Chairman
2.	Miss. Anusha Maheshwary	Member
3.	Mr. Sunny Sunil Singhi	Member

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Sr. No.	Name of the Person	Designation
1.	Mr. Gautamchand Surana	Managing Director
2.	*Mr. Ajeet Ranka	Chief Financial Officer
3.	# Mr. Narayand D. Choudhary	Chief Financial Officer
3.	Mr. Vismay Makwana	Company Secretary

* Mr. Ajeet Ranka has given resignation from the post of Chief Financial Officer w.e.f.
13/02/2024

# Mr. Narayan D. Choudhary has been appointed as Chief Financial Officer w.e.f.
29/04/2024

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. Ajeet Ranka has given resignation from the post of Chief Financial Officer w.e.f.
13/02/2024

> Mr. Narayan D. Choudhary has been appointed as Chief Financial Officer w.e.f.
29/04/2024

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 re-enactment(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, 2024.

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 AOC-2 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/codes-policy.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 self-explanatory 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 51^st Annual General Meeting (AGM) till
the conclusion of the 56^th Annual General Meeting (AGM).

M/s. Purushottam Khandelwal & Co., Chartered Accountants (FRN No.123825W) 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 re-enactment(s) thereof for the time being in force).

The Auditors’ Report for the Financial Year ended March 31, 2024 on the financial statements
of the Company is a part of this Annual Report. The Auditors’ Report for the financial year
ended March 31, 2024 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 2023-24. The Secretarial
Audit Report in the form “MR-3’’ is annexed herewith as “Annexure IV”. 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.2023-24. 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, 2024 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

• Non-conventional 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 re-processing 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	2023-24	2022-23
Foreign Exchange Earned	NIL	NIL
Foreign Exchange Used	2.24	0.31

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

Your Company has a well-defined 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/codes-policy.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 (SS-1) and General Meeting (SS-2) 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 Non Cumulative Non Convertible Redeemable Preference shares.

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on
March 31, 2024 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, 2024.

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/codes-policy.php

RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT:

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 re-enactment(s) thereof for the time
being in force), Mr. Sunny Sunil Singhi (DIN: 07210706) Director, is liable to retire by rotation
at the ensuing Annual General Meeting (AGM) and being eligible have offered himself for re¬
appointment.

CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the manufacturing of Cotton Yarn used by denim industry. The raw
material prices i.e. Cotton is highly fluctuating whereas demand of denim yarn has reduced
substantially due to lower demand in export market. In addition to this, the credit period
demanded by buyers is more than 90-120 days while raw material is only available on immediate
payment basis. This requires large working capital which is not available with the Company and
shortage of finance resulted in to big losses on working of plant and also reduction in number of
working days. In this situation, it is very difficult to compete with the large units since our
Company is MSME Unit and looking to this situation we have decided to close the unit. The
workers were also getting reduced amount of wages and therefore the workers have resigned
from time to time and Company has settled all dues of workers including gratuity and
retrenchment compensation as and when they have resigned.

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 11^th 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 e-mail addresses so far are requested to register their e-mail 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 were no Penalties/ punishments/ compounding of offences for the year ended March 31,
2024.

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.

The lists of annexure forming part of the Board Report are as follows:

Annexure	Annexure No.
Certificate of Non Disqualification of Directors	I
Ratio of the remuneration of each director to the median employee’s	II
remuneration
Management Discussion and Analysis Report	III
Secretarial Audit Report (MR-3)	IV

ACKNOWLEDGMENT

Your Directors place on record 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 Sachin Kansal

Managing Director Independent Director

Place: Ahmedabad

Date: 14^thAugust, 2024 DIN: 00955362 DIN: 03566139