To,

The Members,

Prag Bosimi Synthetics Limited (PBSL).

The Directors have pleasure in presenting the 24^th Annual Report together with audited accounts of the Company for the year ended on 31^st March, 2016

FINANCIAL RESULTS:

The financial results of your Company for the year under review are summarized below:

COMPANY'S ACTIVITIES:

Your Directors regret to inform you that during the year under review, your Company could not restart its factory operations.

Your Company did undertake some trading activities in textile related products. Keeping in view of the encouraging response received while dealing with the textile products and buoyed by both strong domestic consumption as well as recent Textile policy announced by Government of India, the Company has started a separate division named Bosimi Apparel under the Brand Name "BOSIMI"

DIVIDEND:

Due to the Loss incurred in the year under review, your directors do not recommend any dividend.

ONE TIME SETTLEMENT WITH BANKS AND FINANCIAL INSTITUTIONS:

We would also like to inform you that your company has been successful in achieving one time settlement of more than 80% of the OCCDs. The OCCD holders were IDBI (portfolio transferred to ARCIL), IFCI, Standard Chartered

Bank, UTI & GIC. We are hopeful that the remaining OCCDs will also be settled shortly.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As per the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri. Devang Vyas (DIN 00076459), the Director of the Company would be retiring by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting (AGM). Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the detailed profile of the Director retiring by rotation is provided in the Notice convening the Annual General Meeting (AGM).

Shri G.M.Das (DIN 00144978), Shri Rohit P Doshi (DIN 00424996) and Smt. Deepali Rajneesh Pathak (DIN 05217417) were appointed as Independent Directors of the Company in the 23^rd Annual General Meeting held on 8^th July, 2015; Shri G M Das and Shri Rohit Doshi hold office for a period of 5 years whereas Smt.Deepali Pathak holds office for a period of one year. As such, she has been reappointed in the Board Meeting dated 11^th August 2016 up to the date of the ensuing AGM.

Shri Mukund Trivedi (DIN 07179964) was appointed as Additional Director of the Company on 14^th August 2015 to hold office upto the date of the ensuing Annual General Meeting as per provisions of the Companies Act, 2013 and the said SEBI Regulations.

Shri Ramesh Pokhriyal was appointed as CEO of the Company in its Board Meeting held on 6^th March 2016. Smt Shweta Mahajan was appointed as Company Secretary and Compliance Officer of the Company on 8^th March 2016 in place of Shri. Rajesh Shetty, who resigned w.e.f 29^th February 2016.

DECLARATIONS BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming their independence vis-a-vis the Company.

TRANSFER TO RESERVES:

In view of loss incurred during the year under review, the Board of Directors has not recommended transfer of any amount to reserves. However, the Company has transferred an amount of ' 417,949,231/- to the General Reserves which has resulted from the settlement of the earlier OCCDs

PUBLIC DEPOSITS:

The Company has not accepted any Public Deposits during the year under review.

DEPRECIATION ON PLANT & MACHINERY:

Depreciation is systematically allocated over the useful life of an asset as specified in Part C of Schedule II of Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report.

DIRECTORS' RESPONSIBILTY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors of your Company confirm that:

a) In the preparation of the accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the loss of the Company for that year;

c) Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The accounts of the Company have been prepared on a going concern basis;

e) Internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

BOARD MEETINGS:

The Board of Directors met 7 times during the year ended 31st March, 2016 in accordance with the provisions of the Companies Act, 2013 and rules made there under and the details are given in the Corporate Governance Report annexed hereto

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors was constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act.

The composition of the committee is as under:

1. Mr. G. M. Das, Chairman, Independent Director

2. Mr. M.K. Das, Director and

3. Mr. Rohit Doshi, Independent Director.

The Board has in accordance with the provisions of subsection (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of Directors and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

POLICY:

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/ strategic business plans and in periodic management reviews.

VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensure adequate safeguards to employees and Directors from any victimization of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

1. We have received Income Tax Order dated 22^nd June 2016 for outstanding demand of ' 74.57 lakh for the Assessment years 2005-2006. In this regard, the Board had replied to the Income Tax authorities on 5^th August 2016 that the Company has been incurring losses since past many years. As a consequence, the company has huge assessed carry forward losses and unabsorbed depreciation which needs to be set off against the demand raised by IT Department.

2. Company Law Board, Kolkata Bench, vide its order dated 27^th May 2016 had directed the Company to register the transfer of Preference shares in favor of the Petitioner Company 3A Capital Limited despite of the fact that the said preference shares has already been cancelled by High Court, Guwahati vide its Order dated 18^th December 2012.The Company had appealed against the CLB order dated 27^th May 2016 in Guwahati High Court.

CORPORATE GOVERNANCE:

Your Company affirms its commitment to Corporate Governance and is fully compliant with the conditions of Corporate Governance stipulated in Clause 49 of the Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with Stock Exchanges. A separate section on compliance of Corporate Governance and a Certificate from the Auditor's firm dated 30^th May, 2016 in this regard are annexed hereto and forms a part of the Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management's Discussion and Analysis Report, as required under Corporate Governance, forms a part of this report and gives a reflection of the current state of business. It also deals with opportunities, challenges and the outlook of the Company.

CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

There were related party transactions during the year which were done on arm length basis, the details of which has been mentioned in the Notes to Accounts, Part 1(xii) as per AS-18 in Notes forming part of the Standalone Financial Statements for the year ended 31^st March 2016.

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

LOANS, GUARANTEES, INVESTMENTS:

During the year, Company has not given any loan, guarantee or investment as per Section 186 of the Companies Act, 2013.

SUBSIDIARIES:

The Company has 3 subsidiary companies viz. Prag Bosimi Texurising Private Limited , Prag Bosimi Packaging Private Limited, and Prag Jyoti Textile Park Private Limited; the consolidated accounts of these Subsidiary Companies are annexed to this report along with the Cashflow statement and Notes to Accounts pursuant to the Companies Act, 2013.

For the implementation of the Textile Park project, 72,490 shares of Rs 10/- each has been allotted to the new shareholders, who will be setting up different units in the Park. As a result of this, the holding of 100% of Prag Bosimi Synthetics Limited has been reduced to 60.87%

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure 'I' which forms part of this Report.

EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return for the financial year ended 31st March 2016 , made under the provisions of Section 92(3) of the Act is attached as Annexure 'II' which forms part of this Report.

ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

Attendance at the meetings, Participation and contribution, Responsibility towards stakeholders, Contribution in Strategic Planning, Compliance and Governance, Participation, Performance Evaluation and updation of knowledge are the criteria's for Performance Evaluation of Directors, Committee and Board.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year under review has been marked as Annexure 'III'.

OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2016:

The observations made by the Statutory Auditors in their report for the financial year ended 31st March 2016 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH, 2016:

Mr. Rakesh Kapur, Practicing Company Secretary, Mumbai, who was appointed as Secretarial Auditor of the Company for the year 2015-16, pursuant to Section 204(1) of the Companies Act,2013 has conducted the Secretarial Audit for the said year, has furnished his report dated 30^th May, 2016 and the said report forms a part of this Report hereof. The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Company's business and size and complexity of its operations are in place has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

AUDITORS:

M/s. Bharat Shroff & Company, Chartered Accountants, Mumbai and M/s. A M D & Associates, Chartered Accountants, Guwahati Auditors of the Company will retire at the forthcoming Annual General Meeting, and being eligible, offer themselves for re-appointment as the Joint Auditors of the Company.

INTERNAL AUDITOR:

M/s. Dhawan Pandey & Associates, Chartered

Accountants, were appointed as Internal Auditors of the Company.

INDUSTRIAL RELATIONS/ HUMAN RESOURCES:

Your Company maintained healthy, cordial and harmonious industrial relations at all levels during the year under review. Your Company firmly believes that a dedicated workforce constitute the primary source of sustainable competitive advantage. Accordingly, human resource development continues to receive focused attention. Your Directors wish to place on record their appreciation for the dedicated and commendable services rendered by the staff and workforce of your Company.

APPRECIATION:

Your Directors take this opportunity to offer their sincere thanks to the Government of India, State Government of Assam, AIDC, Dena Bank, IDBI, Standard Chartered Bank, IFCI Ltd, LIC, UTI, GIC & its subsidiaries, SBI, NEDFI, Allahabad Bank, Bank of Baroda, Central Bank of India, UCO Bank, Indusind Bank, North East Frontier Railways, Srei Infrastructure Finance Limited and our valued investors who through their continued support and co-operation, have helped in your Company's progress.

By order of the Board of Directors

Date: 30th August, 2016 Hemant B. Vyas Devang Vyas

Place: Guwahati Managing Director Director & CFO