To
The Members of Prima Industries Limited,
It's a matter of enormous pleasure to present to you the 30th Annual Report for the Financial Year 2023- 24 on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March 2024. This year has been marked by substantial achievements that will define the future of our company. Despite notable challenges, we have maintained our dedication to excellence and innovation in the Cattle Feed industry.
GLOBAL ECONOMY.
The global economy demonstrated remarkable resilience in the Financial Year 2023-24, navigating through various challenges such as persistent inflationary pressures, aggressive monetary policy tightening by central banks, continuation of geopolitical tensions, elevated public debt amidst tight financial conditions, weak recovery in China, etc. Concerted efforts by policymakers and structural reforms aimed at boosting productivity emerged as key focus areas to sustain global economic expansion.
Amidst this global uncertainty, India remained the fastest growing economy, retaining its position as the world's fifth largest economy. Our GDP growth of 7.6% in FY 2023-24 over 7% reported in the Financial Year 2023 was primarily driven by strong domestic demand, increased investments, a stable interest rate scenario and favourable government policies. This exceptional performance is a testament to India's robust economic momentum and resilience.
OUTLOOK FOR THE INDIAN ECONOMY
Notwithstanding a volatile global macroeconomic environment, the outlook for the Indian economy remains optimistic. Strong fundamentals, such as sustained political stability, enhanced government focus on public capex, increasing private capex, growing credit demand, low debt levels and deleveraged balance sheets of most companies, are expected to substantially contribute to economic growth. The Reserve Bank of India's prompt and decisive monetary policy measures, which include suitable policy rates and liquidity measures, are further fuelling India's rapid expansion. India continues to be a massive consumption-driven economy and along with higher capacity utilization across sectors, economic growth is likely to continue in the coming years.
2024 begins at a critical and delicate juncture. India is poised to play defining role in shaping the future of the global economy in 2024 and beyond. India could become the world's 3rd largest economy in the next 5 years
Growth Projection: The review predicts that India's GDP will grow close to 7% in 2024-25, with the potential to go "well above" 7% by 2030.
The economy is expected to expand from about $3.7 trillion this year to $5 trillion in three years, making it the world's third-largest, and could even reach $7 trillion by 2030.
ABOUT THE COMPANY
Prima Industries Ltd, a prominent member of the Prima Group of Companies, stands out as a diversified industrial group deeply rooted in the Agro & FMCG sectors. Headquartered in Kochi, the company maintains a robust presence throughout Kerala, supported by manufacturing facilities strategically located in Cochin, Trivandrum, Palakkad, Aluva, and Koratty.
Since its inception on 17th November 1994 as a publicly listed entity, Prima Industries Ltd has made significant strides in the industrial landscape. Located across 18 acres in the New Industrial Development Area on Menon Para Road, Kanjikode, Palakkad-678621, the company operates three crucial production units: a Solvent Extraction Plant, an Edible Oil Refinery, and a Compounded Animal Feed Plant.
Prima Industries Ltd has earned a reputation for its unwavering commitment to quality and reliability, key pillars that underpin its steady growth trajectory. The company has established itself as a trusted partner in contract manufacturing for KSE Limited, distinguishing itself in a competitive market landscape. Notably, in the realm of edible oil refining, Prima Industries Ltd faces competition from industry stalwarts like Kerafed, Periyar Oil Mills, Chakkiyath Oil Mills, and Vallukkaran Oil Mills, among others.
Through its dedication to excellence and a customer-centric approach, Prima Industries Ltd continues to strengthen its position as a leader in the agro-industrial sector, setting benchmarks for quality and customer satisfaction.
1. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK.
The Prima Group of Companies has been built on a solid foundation of trust that we have established with all stakeholders over the last Twenty-Nine Years. The year gone by is representative of the value Prima Industries Limited continues to create for all its stakeholders. The overall performance of the Company has witnessed a healthy growth in profits. The total turnover of the Company is Rs. 79.37 Million during the F Y 2023-24 as against Rs. 75.73 Million during the previous year.
The Animal Feed Division of Prima Industries Limited functions towards backward integration as major portion of de-oiled cake produced in its Refinery would be consumed for its Animal Feed Unit. Hygienically prepared and packed Cattle Feed in pellets form is being produced in this plant with modern technology and skill. This unit, as presently structured, is poised to produce a variety of Animal Feeds. The Company has installed the most modern plant with computerized controls. By adopting sophisticated techniques and evolving recipes with appropriate ingredients to meet the nutritional and energy requirements of cattle, poultry and goats, Prima has been able to supply cattle feeds of high quality to the domestic market.
The Solvent Extraction Division at Prima Industries Ltd is a sophisticated unit capable of processing diverse oil cakes, rice bran, and various oil-bearing materials. This versatility allows the division to capitalize on seasonal price variations of raw materials, thereby optimizing operational efficiencies.
Looking ahead, Prima Industries Ltd is poised for strong growth, committed to delivering unparalleled value to its customers. Supported by government initiatives aimed at enhancing economic conditions, including fostering new employment opportunities and business prospects, the company remains optimistic about the future. As a socially responsible entity, Prima Industries Ltd is dedicated to contributing positively to the national economy, ensuring sustained development and prosperity for the nation.
2. FINANCIAL PERFORMANCE:
The Audited Financial Statements of your Company as on 31st March, 2024 are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").
Despite a decline in revenue growth of -23.71% and decline in profit growth of -44.37% during the last 3 Financial Years, the company is virtually debt free and has an efficient cash conversion cycle of -450.56 days. The company has a healthy liquidity position with current ratio 5.44 and a strong degree of operating leverage, the average operating leverage stands at 10.72.
KEY FINANCIAL HIGHLIGHTS
The financial performance of your Company during the Financial Year 2023-2024 is produced below:
Financial Highlights (Statement of Profit and Loss) (figures in million)
3. CHANGE IN NATURE OF BUSINESS.
There is no material changes and commitments, affecting the financial position of the company which have occurred between the end of the Financial year of the Company to which the financial statements relate and the date of the report.
4. CHANGES IN SHARE CAPITAL
There were no changes in the share Capital during the year. Further report that:
a. The Company has not bought back any of its securities during the year under review.
b. The Company has not issued any Sweat Equity Shares during the year under review.
c. No Bonus Shares were issued during the year under review.
d. The Company has not provided any Stock Option Scheme to the employees.
e. The Company has not issued any Equity shares with Differential Rights.
f. The Company had extended the redemption period of Preference shares due for redemption from 3 years to 13 years after obtaining the written consent form the Preference shareholder, holding 100 % Preference shares of the Company. These shares were originally issued on 12th April 2013 and is due for redemption on 11th April 2026.
5. DEPOSITS
Your Company has not invited any deposits from public and shareholders in accordance with the provisions of Section 73 and 74 of the Companies Act, 2013.
6. DIVIDEND
With a view to conserve the resources of the Company, the Directors are not recommending any dividend on Equity Shares for the year under review. However the Company had declared and paid during the reporting year , 10% Preference dividend per annum for 4 years out of the 10 years Preference Dividend which are in arrears.
Your Company does not have a Dividend Distribution Policy in place as your Company does not fall under the threshold mentioned under Regulation 43A of the SEBI (Listing Obligation and Disclosure Requirements) 2015.
7. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND(IEPF)
During the period under review, your Company has not declared any dividend on its Equity Shares. However, we are pleased to report that dividend arrears for four years on our Redeemable Preference Shares were successfully declared and paid during the Financial Year 2023-24.
As on March 31, 2024, there are no unclaimed or unpaid dividends, thus eliminating the need for any transfer of funds to the Investor Education and Protection Fund (IEPF).
8. AMOUNTS TRANSFERRED TO RESERVES
Your Directors do not propose to transfer any amount to General Reserve.
9. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013.
Your company has not given directly or indirectly any loan to any person or other body corporate or has given any guarantee or provided security in connection with a loan to any other body corporate or person; and has not acquired by way of subscription, purchase or otherwise, the securities of any other body corporate, exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more during the Financial year 2023-24.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
The Related Party Transactions that were entered during the Financial Year under review were in the ordinary course of business. There were no materially significant Related Party Transactions entered into by the Company during the year under review other than those reported in the accounts. The Company has a process in place to periodically review and monitor Related Party Transactions. All the related party transactions were in the ordinary course of business and at arm's length as prescribed under Section 188(1) of the Companies Act, 2013. The Audit Committee has approved all related party transactions for the FY 2023-24 and estimated transactions for FY 2024-25.
As your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable. The information required under Regulation 23 of the SEBI Listing Regulations read with SEBI Circular dated 22nd November, 2021 is provided as Appendix 2 and 3 of the Notice of 30th Annual General Meeting.
11. SUBSIDIARY/ ASSOCIATE/ JOINT VENTURE COMPANIES
Your Company does not have any subsidiaries, joint ventures or associate companies.
12. ANNUAL RETURN
Pursuant to the provisions of Section 134(3) (a) of the Act, the draft Annual Return as on 31st March, 2024 prepared in accordance with the provisions of Section 92(3) of the Act is made available on the website of your Company at www.primaindustries.in.
13. INTERNAL AUDITORS
Your Company has in place adequate internal financial controls with reference to the Financial Statements. Your Company has appointed M/s Grand Mark and Associates (FRN 011317N) as the Internal Auditor for the Financial Year 2023-2024. The Audit Committee had considered and approved its Internal Audit Report for the FY 2023-24 and the same was reviewed by the Statutory Auditors also. It was further adopted by the Board of Directors at its meeting held on 30th May 2024. Further, M/s Grand Mark and Associates (FRN 011317N) were also appointed as the Internal Auditor for the Financial Year 2024-25.
14. STATUTORY AUDITORS.
M/s. G. Joseph & Associates, Chartered Accountants (Firm Registration No. 006310S) were appointed as the Statutory Auditors for the term of five consecutive years, from the conclusion of the 28th Annual General Meeting held on 18-09-2022 till the conclusion of the 33rd Annual General Meeting to be held in the year 2027 to examine and audit the accounts of the Company during the said period. Your Company has received confirmation from the Statutory Auditors to the effect that their appointment, is in accordance with the limits specified under the Act and the firm satisfies the criteria specified in Section 141 of the Act read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014. In accordance with the provisions of the Act, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.
The Statutory Auditor's report for Financial Year 2023-24 does not contain any qualifications, reservations, adverse remarks or disclaimers, which would be required to be dealt with in the Boards' Report. Also, the Notes to the Financial Statements referred in the Auditors Report are selfexplanatory.
15. SECRETARIAL AUDITORS
Your Board had appointed M/s. BVR & Associates Company Secretaries LLP (FRN. AAE-7079), a firm of practicing Company Secretaries to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the Financial year 2023-24. The report of the Secretarial Auditor in Form MR-3 is annexed to this report as Annexure II.
16. COST AUDITORS.
Your Company does not qualify for the eligibility norms of Companies (Cost Records and audit) Rules, 2014 regarding appointment of Cost Auditor for conducting cost audit. Accordingly, Cost Audit was not conducted for the Financial Year 2023-24. However, the company is maintaining adequate cost records as stated under the said rules.
17. BOARD MEETINGS
Throughout the Financial Year 2023-24, your Company convened four Board Meetings on the following dates: 30th May 2023, 29th July 2023, 20th October 2023, and 12th February 2024. For comprehensive information, kindly refer to the Corporate Governance Report included in this Annual Report.
18. EXPLANATION TO AUDITOR'S REMARKS.
a) STATUTORY AUDIT REPORT.
Your Auditors had submitted an unqualified Audit Report for the Financial Year 2023-24 except a mentioning about few related party transactions in the form of loans which are well within the limit specified in Section 186 of the Companies Act, 2013. The comments/observations of Auditors are explained in the Notes to the Accounts, forming part of the Balance Sheet as at 31st March, 2024 which are self - explanatory and therefore do not call for any further comment under Section 134(5) of the Companies Act, 2013.
b) SECRETARIAL AUDIT REPORT
(i) The Secretarial Auditors also had submitted an unqualified Audit Report for the Financial Year 2023-24 except for the following observations:
Observationl.
The Company has paid the arrear cumulative preference dividend (cumulative dividend of 4 years from Financial Years 2013-2014 to 2016-2017) to its shareholders during the period under scrutiny.
As per the Management representation it is stated that the company had paid off the declared Preference dividend in full within the specified time frame.
Observation. 2.
The Company has complied with the provisions of Equity listing Agreements and SEBI (Listing Obligations and Disclosure Requirements) entered into with Bombay Stock Exchange.
However, it is noted that dematerialization of promoter shareholding is less than 100% (98.24% of the total promoter shareholding has been dematerialized and the rest 1.76% is in the process of dematerialization and the company is in the process of such conversion.
As per the Management representation it is stated that the company is in the process of dematerializing the said shares as the corresponding share certificate which was misplaced has been found by the promoter recently.
19. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY.
During the reporting year there were no material changes or events occurred affecting the financial position of the Company.
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.
The information of Conservation of Energy as required under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is not applicable to the business segments in which your Company operates. However, the initiatives by the Company is detailed out in Annexure-III.
During the year, your Company has not earned any Foreign Exchange and there is no outgo in Foreign Exchange.
21. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
The Board of Directors has adopted a Risk Management Policy which sets out the framework for the management of risks faced by the Company in the conduct of its business to ensure that all business risks are identified, managed and monitored.
Your company has constituted a Risk Management Committee and the composition is detailed under Corporate Governance Report which forms part of this Report. The Committee on timely basis informs the Board of Directors about risk assessment and minimization procedures which in the opinion of the Committee may threaten the existence of the Company, if any. The details of Risk Management Committee and its frequency of meetings are included in the Corporate Governance Report. Your
Company had insured all its fixed assets to cover all financial risks. The Audit Committee has additional oversight in the area of financial risks and controls.
22. DIRECTORS AND KEY MANAGERIAL PERSONNEL
BOARD OF DIRECTORS
KEY MANAGERIAL PERSONNEL
Mrs. Sandhya Gopi, Company Secretary and Compliance Officer resigned w.e.f., 30th May 2024 post which Mrs. Malavika S Kumar was appointed as the Company Secretary and Compliance Officer w.e.f., 01st June 2024. Apart from the above, there were no changes in the Key managerial Personnel of the Company during the period 2023-2024.
The Composition of the Board and Committees are made available on the website of the Company.
Mrs. Swati Gupta (DIN: 00249036), Director, retires by rotation at the ensuing 30th Annual General Meeting and being eligible offers herself for re-appointment. The Board recommends her reappointment on recommendation by the Nomination and Remuneration Committee.
The Board has considered the recommendation of the Nomination and Remuneration Committee for the appointment of Mr. Kushagra Gupta (DIN: 08477477) and Mrs Sarita Jindal (DIN: 00021622) as Non-Executive Non Independent Directors, and Mrs. Arya Surendran (DIN:10625534), Mrs. Neethu Subramoniyan (DIN: 08788544) and Mrs. Hemalatha (DIN: 10705286) as Non Executive Independent Directors who were appointed on the Board w.e.f 25th July 2024 as Additional Directors to be regularized as Directors in the respective categories at the ensuing 30th Annual General Meeting. The Board at their meeting held on 25th July 2024 also recommended for the approval of members at the ensuing 30th Annual General Meeting, the appointment of Ms. Mayuri Sinha (DIN: 08915515), who was initially appointed by the Board on recommendation of Nomination and Remuneration Committee vide Circular resolution passed on 17th May 2024 which was noted at the Board Meeting held on 30th May 2024 as Additional Director in the category of Non Executive Independent Director.
Brief details of Directors proposed to be appointed/re-appointed, as required under Regulation 36 of the SEBI Listing Regulations, are provided in the Notice of the 30th Annual General Meeting as Appendix 1.
23. COMMITTEES OF THE BOARD
The details of various committees constituted by the Board, including the committees mandated pursuant to the applicable provisions of the Act and SEBI Listing Regulations, are given in the Corporate Governance Report, which forms part of this Annual Report.
24. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL.
No orders were passed by the authorities which impacts the going concern status and Company's operations in future.
25. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has a proper and adequate internal control system to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorised, recorded and reported correctly. The internal control is exercised through documented policies, guidelines and procedures. This is periodically reviewed by the audit committee to ensure effectiveness of the internal control system. The internal control is designed to ensure that the financial and other records are reliable for preparing financial statements and other data, and for maintaining accountability of persons. The adequacy of internal financial controls is included in Management Discussion and Analysis Report (MDAR) which is annexed to the Board's Report as Annexure I.
26. DECLARATION BY INDEPENDENT DIRECTORS
The Company has three Independent Directors on Board. The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as laid down in sub section (6) of Section 149 of the Companies Act, 2013 and subsequently the same was place at the Board Meeting held on 30th May 2024.
Your Company proposes to regularize four Independent Directors at the 30th Annual General Meeting who were initially appointed on the Board as Additional directors, the details of which are mentioned as Appendix I which forms part of this Report. The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013, that they meet the criteria of Independence as laid down in sub section (6) of Section 149 of the Companies Act, 2013 and subsequently the same was place at the Board Meeting held on the same date.
The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.
27. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
As per the Companies Act, 2013, every company having net worth of 500 crore or more, or turnover of 1000 crore or more or net profit of 5 crore or more during the immediately preceding financial year are required to constitute a Corporate Social Responsibility (CSR) Committee of the Board of Directors comprising three or more directors, at least one of whom should be an independent director and such company shall spend at least 2% of the average net profits of the company's three immediately preceding financial years. None of the above criteria become applicable to your Company during the year under review.
28. AUDIT COMMITTEE
The Audit Committee comprises of Mrs. Neethu Subramoniyan (DIN-08788544) Non- Executive Independent Director as Chairperson, Mr. Kushagra Gupta (DIN-08477477) Non Executive Non Independent Director and Mrs. Arya Surendran (DIN: 10625534), Non- Executive Independent Director as members. The Committee had convened four meetings during the period under review. The details are given in the Corporate Governance Report, which forms part of this Annual Report.
29. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS, AND THAT OF ITS COMMITTEES.
The overall effectiveness of the Board shall be measured on the basis of the ratings obtained by each Director and accordingly the Board shall decide the Appointments, Re-appointments and Removal of the non-performing Directors of the Company. The Board review the various strategies of the Company and accordingly set the performance objectives for directors, consistent with the varying nature and requirements of Company's business. The Board as a whole shall discuss and analyze its own performance during the year together with suggestions for improvement thereon, pursuant to the performance objectives.
30. INDEPENDENT DIRECTOR'S MEETING:
The Independent Directors met on 30th May, 2023, without the attendance of the Non-Independent Directors. The Independent Directors reviewed the performance of the Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Company's Executive Director and Non- Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
31. SELECTION OF NEW DIRECTORS AND BOARD MEMBERSHIP CRITERIA
The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, qualification, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience.
As per the provisions of Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee has formulated a "Policy on Remuneration of Director, Key Managerial Personnel & Senior Employees''. The web link is disclosed in Annexure IV to this report.
32. EVALUATION OF BOARD'S PERFORMANCE
The Board has annually evaluated the performance of the Board, its committees and individual Directors including the Chairman of the Board. The Board evaluated the performance of Non-Executive and Independent Directors and their core skills, expertise and competencies.
The overall effectiveness of the Board shall be measured on the basis of the ratings obtained by each Director and accordingly the Board shall decide the appointments, re-appointments and removal of the non-performing Directors of the Company. The Company has accordingly, set the performance objectives for directors, consistent with the varying nature and requirements of Company's business. The Board as a whole shall discuss and analyze its own performance during the year together with suggestions for improvement thereon, pursuant to the performance objectives.
33. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company proactively keep its Independent Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. The web link is disclosed in Annexure I to this Report.
34. CORPORATE GOVERNANCE
The Company is committed to maintaining the highest standards of corporate governance and has put in place an effective corporate governance system. In terms of Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance along with Compliance Certificate issued by Practicing Company Secretary of the Company is attached to the Annual Report and forms an integral part of this Report. This certificate will also be sent to the Stock Exchanges, where the shares of the Company are listed, BSE Ltd. along with the Annual report to be filed by the company.
Declaration by CEO/CFO that the Board Members and Senior Management Personnel have complied with the Code of Conduct, [Clause 49 II E (2) of LA] is annexed and also forming part of this report.
35. MANAGERIAL REMUNERATION
The Remuneration Policy for selection of Directors and determining their Independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying the persons who are qualified to become the Directors. Your Company's Remuneration Policy is directed towards rewarding performance based on review of achievements.
None of the employees employed throughout the Financial year 2023-24 are in receipt of remuneration of Rupees One Crore and Two lakhs or more in aggregate and none of the employees employed for part of the year are in receipt of Rupees Eight Lakhs and Fifty Thousand per month as specified in Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules") forms part of the Corporate Governance Report and is annexed to this Report as Annexure II.
The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate Annexure forming part of this Report.
Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary. Your Company's policy on directors' appointment and remuneration and other matters ("Remuneration Policy") pursuant to the provisions of Section 178(3) of the Act is available on the website of your Company at: https://primaindustries.in/policies/docs/Remuneration-Policy-Directors.pdf
36. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.
Your Company believes in providing a safe and harassment free workplace for every individual working in the company premises through various interventions and practices. The Company endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. In this light, the company has framed a well-defined policy on Prevention of Sexual Harassment for an employee.
Your Company has constituted an Internal Complaints Committee (ICC) in line and in compliance with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, to consider and resolve any complaints related to sexual harassment. During the year under review there were no cases filed pursuant to The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.
37. REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act.
38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)
As required under Clause 49 of the Listing Agreement with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report as Annexure- I.
39. BOARD POLICIES
The details of various policies approved and adopted by the Board as required under the Act and the SEBI Listing Regulations are provided in Annexure - IV to this report.
40. DIRECTOR'S RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013, your Directors confirm that:
a) in the preparation of the Annual accounts for the financial year ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) the directors 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 as at 31st March, 2024 and of the profit/loss of the Company for that period;
c) the directors have 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;
d) the directors have prepared the annual accounts on a going concern basis;
e) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
f) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.
41. GENERAL DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
3. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.
4. One time settlement of loan obtained from the Banks or Financial Institutions
5. Revision of financial statements and Directors' Report of your Company.
6. Neither the Managing Director(s) nor the Whole-time Director(s) of the Company receive any remuneration or commission from any of its subsidiaries.
7. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.
42. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
In terms of Regulation 34(2)(f) of the SEBI Listing Regulations, the Annual Report of top one thousand listed entities based on market capitalization, shall contain the Business Responsibility and Sustainability Report ('BRSR') describing the initiatives taken by the entity from an environmental, social and governance('ESG') perspective. As your company does not fall under the above threshold, it is not required to annex Business Responsibility and Sustainability Report.
43. FINANCIAL AND OPERATIONAL PERFORMANCE
The financial statements have been prepared in compliance with the requirements of the Companies Act, 2013 and Generally Accepted Accounting Principles in India as detailed out in the financial highlights under Director's Report.
44. INDUSTRIAL RELATIONS
The Company maintained healthy, cordial and harmonious industrial relations at all levels. Despite severe competition, the enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry. It has taken various steps to improve productivity across organization.
Your Company continued to receive co-operation and unstinted support from the distributors, retailers, stockiest, suppliers and others associated with the Company as its trading partners. The Directors wish to place on record their appreciation for the same and your Company will continue in its endeavor to build and nurture strong links with trade, based on mutuality, respect and co-operation with each other and consistent with consumer interest.
45. HUMAN RESOURCES
The Company's HR philosophy is to establish and build a high performing organization, where each individual is motivated to perform to the fullest capacity to contribute to developing and achieving individual excellence and departmental objectives and continuously improve performance to realize the full potential of our personnel. The Company is giving direct employment to about 56 employees as per the payroll as on 31st March 2024 out of which 26 are permanent staff and 30 are laborers.
46. APPRECIATION
It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. The Board acknowledges with gratitude the co-operation and assistance provided to your company by its bankers, financial institutions, and government as well as non-Government agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the company during the year under review. The Company has achieved impressive growth through the competence, hard work, solidarity, cooperation and support of employees at all levels. Your Directors thank the customers, clients, vendors and other business associates for their continued support in the Company's growth. The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.