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Premier Ltd
Industry :  Engineering
BSE Code
ISIN Demat
Book Value()
NSE Symbol
Mar.Cap( Cr.)
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As on: Jan 18, 2022 04:32 PM

To The Members

Your directors present herewith the 74th Annual Report and the audited accounts for the financial year ended 31st March, 2020.

1. Financial Results

The financial performance of the Company for the financial year ended 31st March, 2020, is summarized below:

(Rs Cr)

Particulars 2019-20 2018-19
Profit/ (Loss) before exceptional items and tax (162.09) (166.29)
Exceptional Items Profit/ (Loss) 140.87 (29.30)
Profit/ (Loss) before tax (21.22) (195.59)
Tax Expenses / Deferred tax reversal 45.85 1.00
Net Profit/ (Loss) for the period (67.07) (196.59)
Other Comprehensive income / (Expense) 0.38 2.42
Total Comprehensive income for the period (66.69) (194.17)

The Company suffered losses during the year under report due to the fact that, the manufacturing operations of the Company were affected as the Company undertook relocation of its Plant from Chinchwad to Chakan. This was a part of the debt reduction plan agreed with its secured lenders. Thus, during the year, Company concluded sale of its Land at Chinchwad for a total consideration of Rs.217.50 Cr.

Subsequent to Pune Land Sale, Company, with its Sole secured lender i.e. EARC is in the process of restructuring its balance loans for a longer tenure. A part of the restructuring plan includes utilization of the receivables from Railways for meeting the working capital needs.

I n view of the delays in receiving the said Government dues Company faces severe working capital shortage, resulting in temporary suspension of its operations at Chakan Plant, hence the operations of the Company remain adversely affected throughout the year.

2. Debt of the Company

Company's bankers namely State Bank of India, State Bank of Hyderabad and The Jammu & Kashmir Bank Ltd had assigned its entire banking facilities in the earlier years to Edelweiss Asset Reconstruction Company Limited (EARC). Corporation Bank, the 4th lender for the Company, however, decided not to assign their loans to EARC and initiated recovery actions against the Company since last year. Company had entered into an OTS terms with Corporation Bank during the last year with an upfront payment of 20% of OTS amount. Due to procedural delays in obtaining the necessary approvals/permissions from various authorities relating to plant relocation and land monetization, there were certain delays in concluding the OTS payments as originally scheduled to Corporation Bank. While the land monetization process was getting delayed, Corporation bank had moved against the Company before NCLT during the last year, for not completing the OTS payments as agreed.

During the current year, the company has fully paid Corporation bank, as per the terms of the One Time Settlement (OTS) arrived at with them during last financial year, utilizing a part of the Pune Land sale proceeds. Consequent to full payment of OTS amount, the petition filed by corporation bank before NCLT during the last year has been disposed-off during the current year.

Accordingly, currently, EARC is the sole secured lender to the Company. Further, utilizing Pune land sale consideration, during the current year, the Company has repaid Rs.134. 71 Cr. towards its borrowings to EARC. As on 31st March 2020, the balance principal amount due to EARC is Rs.163.44 Cr and accrued interest amount of Rs.208.44 Cr has been provided in the books. The balance loans are secured by way of pari-passu charge on the Company's plant & machinery and current assets located at the plant at Chakan. EARC also holds an exclusive charge on the 41.55 acres of the Company's land located at Kalyan/ Dombivali.

Subsequent to Pune Land monetization and reduction of debt, the Company is in the process of concluding a comprehensive debt restructuring plan with EARC that include expected longer repayment tenure for its balance loans and infusion of funds for revival of operations. Company and EARC were in the process of concluding the same by end March 2020 and in view of the COVID lock down we expect this agreement to be concluded with EARC post normalization of the current prevailing pandemic situation.

3. Manufacturing Activities at new plant at Chakan.

The Company had temporarily suspended its manufacturing operations due to paucity of working capital and the overall recessionary conditions in the economy coupled with the production stoppage due to the re-location of its plant on 3rd March, 2020.

The Company has been working on expediting certain receivables from Government Authorities, which, when received, would be available for meeting the working capital needs and other operating requirement as per the restructuring plan discussed and virtually finalized with its sole secured lender, Edelweiss Assets Reconstruction Company Limited.

The Company has substantially brought down its secured loans during the current year and relocated its entire manufacturing operations to a new plant at Chakan from where the operations would be normalized soon after receiving the dues from Government Authorities as stated above.

Further, the Government of India ordered a nationwide COVID-19 lockdown on 24th March, 2020 and as assessed by the Management, the impact of COVID-19 on the Company is considered to be minimal for short term and the Management does not foresee any material risk in the Company's operation due to COVID-19 pandemic, subject to availability of working capital.

4. Dividend

The Board has not recommended any dividend on equity shares due to losses incurred by the Company.

5. Operations & Management Discussion and Analysis

The current year's operations are covered in the Management Discussion and Analysis Report. This Report, as stipulated under Schedule V to the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this annual report.

6. Corporate Governance

The Report on Corporate Governance, as stipulated in Schedule V to the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, forms part of this Report. Further, it is stated that:

(i) Five Board Meetings were held during the year ended 31.3.2020. The details are given in Item No 3 of the Corporate Governance Report.

(ii) The composition of Audit Committee and other particulars are given in item No 6 of the Corporate Governance Report

(iii) The Company has established a vigil mechanism for directors and employees to report their genuine concern and grievances. No personnel had been denied access to the Audit Committee.

(iv) The Company has adopted Risk Assessment Procedure which provides an approach by the Management to identify potential events that may affect the Company, to manage the risk within its risk appetite and to provide reasonable assurance regarding the achievement of the objectives of the Company. The Management prioritizes the risk and finalizes the action plan for mitigation of the key risks. The Board is of the opinion that there are no elements of risk which may threaten the existence of the Company.

(v) The numbers of shares held by non-executive directors as on 31.03.2020 have been disclosed in item No 12 of the Corporate Governance Report.

(vi) The meeting of Independent Directors was held during the year pursuant to requirements under Schedule IV of the Companies Act, 2013.

(vii) The report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this annual report.

7. Directors and Key Managerial Personnel

Mrs. Rohita M. Doshi is retiring by rotation in accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company and being eligible, offers herself for re-appointment.

In terms of SEBI Listing Regulation 17(1A), Mr. S.Padmanabhan, Mr. Dilip J.Thakkar and Dr. Udo Weigel, (whose term as Independent Directors is upto 11.09.2019, as approved by shareholders at the 68th Annual General Meeting) ceased to be independent directors with effect from 01.04.2019 upon attaining / crossing age of 75 years. The Board, on the recommendation of Nomination and Remuneration Committee, at their respective meetings held on 22nd June, 2019 has re-appointed these three directors for a second term of consecutive five years with effect from 9th September, 2019 to 8th September, 2024

The present term of Mr Asit Javeri and Mr. Ramesh Adige as independent directors expired on 11th September, 2019. The Board, on the recommendation of Nomination and Remuneration Committee, at their respective meetings held on 22nd June, 2019 has re-appointed these two directors for a second term of consecutive five years with effect from 12th September, 2019 to 11th September, 2024.

Each of the Independent Directors of the Company has given a declaration under Section 149(7) of the Companies Act, 2013, to the effect that each of them meets the criteria of independence as provided in sub-section 6 of Section 149 of the Companies Act, 2013. The Board confirms that each of these Independent Directors is independent of the management of the Company and has requisite qualification and experience to act as Independent Directors for the

Company and further that in the Board's opinion each of them is a person of integrity and possess relevant expertise and experience in various fields.

Further all Directors and Senior Management personnel have confirmed compliance with the code of Conduct for Directors and Senior Management personnel.

8. Directors' Responsibility Statement as required under Section 134(5) of the Companies Act, 2013

The Directors state that -

(i) i n the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the directors had selected such accounting policies and applied them consistently and made judgements 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 loss of the Company for the year;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) the directors had prepared the annual accounts on a going concern basis.

(v) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

9. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details as required under Clause-3 of Rule 8 of the Companies (Accounts) Rules, 2014, are provided in Annexure - I to the Directors' Report

10. Fixed Deposits

The Company has not either invited or accepted or renewed deposits from the members and public during the financial year ended 31st March, 2020, under Chapter-V of the Companies Act, 2013.

As regards the deposits accepted by the Company under the Provisions of the Companies Act, 1956 and unclaimed deposits outstanding as on 3.03.2020, the attention is invited to Note No.7(d) of the notes forming part of the Financial Statements.

11. Particulars of Loans, Guarantees and investments under Section 186

The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013. The details of the investments made by the company are given in the notes to the Financial Statements.

12. Particulars of Employees

The particulars of employees, who were in receipt of remuneration not less than Rs.60 lacs for the financial year ended on 31st March, 2020, are given below:

Name of the employee Mr. Maitreya Doshi
Designation of employee Chairman & Managing Director
Remuneration received ' 113.00 Lakh
Nature of employment Contractual
Date of commencement of employment 16.12.1985
Qualification of the employee MBA, BA (Eco)
Experience of the employee 35 years
Age of the employee 57 years
Last employment -

Mr. Maitreya Doshi is related to Mrs. Rohita Doshi, Director of the Company.

The information required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and remuneration of managerial personnel) Rules, 2014 and forming part of the Directors' Report for the year ended 31st March, 2020 is given in a separately Annexure - II to the Directors' Report

13. Internal Auditors

Pursuant to provisions of Section 138 of the Companies Act, 2013 and Rules framed there under, M/s. Bolia Kavdia & Associates, Chartered Accountants (ICAI Firm Registration Number 148373 ), were appointed as Internal Auditor of the Company for the financial year 2020-21 on a remuneration of Rs. 3 Lakh.

14. Statutory Auditors

M/s Jayesh Dadia & Associates, LLP, Chartered Accountants (ICAI Firm Registration Number 121142W / W100122) were appointed as Statutory Auditors of the Company for a period of five years at the 71st Annual General Meeting held on 14th September, 2017.

15. Cost Audit

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013, read with the Rule 14 of the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, your Company has been carrying out the audit of cost records.

The Board has appointed ABK & Associates, Cost Accountants (Regn.No.000036) to conduct audit of cost records for the Company's engineering machinery activities for the financial year 2020-21, on a remuneration Rs.1.65 lakh, apart from reimbursement of out-of-pocket expenses, as recommended by the Audit Committee.

As required under Section 148(3) read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration approved by the Board is being placed for ratification by the shareholders at the ensuing Annual General Meeting.

16. Other disclosures

The particulars as required under Section 134(3) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, are given below:

(i) The Company has in place adequate internal financial controls with reference to financial statements and such controls are adequate and are operating effectively.

(ii) The extract of the Annual Return made as on 31.3.2020 under Section 92(3) of the Companies Act, 2013, in Form MGT9, is given in Annexure - III to the Directors' Report and the same has been placed on the website of the Company on the weblink: http://premier.co.in/annualreport.html

(iii) The Nomination and Remuneration Policy under Section 178(3) of the Companies Act, 2013, is given in Annexure - IV to the Directors' Report.

(iv) The report on the Corporate Social Responsibility under Companies (Corporate Social Responsibility Policy) Rules, 2014, is given in Annexure - V to the Directors' Report.

(v) The Secretarial and Legal Compliance Audit Report in Form MR3 prescribed under Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, read with Section 204(1) of the Companies Act, 2013, is given in Annexure - VI to the Directors' Report.

(vi) There are no adverse remarks made by the Statutory Auditors or the Company Secretary in practice in their respective reports.

(vii) The Nomination & Remuneration Committee of the Board has laid down the policy on Director's appointment, remuneration and criteria for determining qualifications, independence of directors, etc. Para-11 of the Corporate Governance Report discloses the criteria for payment of remuneration to Non-executive Directors and details of remuneration paid to the Managing Director and that the Company does not have Stock Option Scheme.

(viii) Certificate of Non-disqualification of Directors pursuant to Regulation 34(3) of SEBI(LODR), 2015 is given in Annexure - VII to the Director Report

(ix) The formal annual evaluation of the Board and individual directors has been carried out at the meeting of the Independent Directors held on 14th February, 2020, as contemplated under the code for Independent Directors in Schedule VI to the Companies Act, 2013, as per the criteria laid down by the Nomination & Remuneration Committee of the Board.

(x) The Company has not entered into contract with related parties within the meaning of Section 188(1) of the Companies Act, 2013, read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014.

(xi) The Company is not a subsidiary of any other company nor has a subsidiary company. The Company has existing associate company namely, PAL Credit & Capital Ltd.(PCCL). The consolidated financial statements presented herewith include the financials of PCCL. PCCL has discontinued its operations due to lack of funds.

(xii) Pursuant to provisions of Section 134(3)(ca) of the Companies Act, 2013, it is hereby confirmed that during the year 2019-20 there have been no frauds reported by the Auditor.

(xiii) No regulator or court or tribunal has passed any adverse significant and material order impacting the going concern status and the Company's operations in future.

(xiv) The Company has adopted policy under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has constituted a Committee as required under the Act and the Rules thereunder. No cases filed or any complaints were received during the year.

(xv) The Directors confirm that the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively have been duly followed by your Company.

17. Acknowledgement

The Directors wish to express their appreciation of the continued support of the Company's customers, suppliers and shareholders. The Directors also wish to thank employees, at all levels, for their contribution and co-operation during the difficult situation of the Company.

On behalf of the Board of Directors

Maitreya Doshi

Chairman & Managing Director

Date: 31st July, 2020

Place: Mumbai