To
The Members of Prima Agro Limited Your Directors have pleasure in presenting the 36th
Annual Report on the business and operations of the Company together with the Audited
Statement of Accounts for the year ended 31stMarch 2023.
Introduction
India's growth continues to be resilient despite some signs of moderation in growth.
The Update notes that although significant challenges remain in the global environment,
India was one of the fastest growing economies in the world. The overall growth remains
robust and is estimated to be 6.9 percent for the full year with real GDP growing 7.7
percent year-on-year during the first three quarters of fiscal year 2022/23. There were
some signs of moderation in the second half of FY 22/23. Growth was underpinned by strong
investment activity bolstered by the government's capex push and buoyant private
consumption, particularly among higher income earners. Inflation remained high, averaging
around 6.7 percent in FY22/23 but the current-account deficit narrowed in Q3 on the back
of strong growth in service exports and easing global commodity prices.
The Gross Value Added (GVA) in the economy is reckoned to have risen 7% in 2022-23,
compared to 8.8% in 2021-22, with manufacturing GVA growth sliding to just 1.3% from 11.1%
a year ago, despite a 4.5% rebound in the final quarter after six months of contraction.
Economists noted that though several sectors delivered a positive surprise, especially in
the last quarter of the FY 2022-23, consumption remained in the same level and the overall
growth pattern remains uneven.
The central government is likely to meet its fiscal deficit target of 5.9 percent of
GDP in FY23/24 and combined with consolidation in state government deficits, the general
government deficit is also projected to decline.
The financial performance of your Company during the financial year 2022-2023 is
produced below:
1. Financial Highlights (Statement of Profit and Loss) (figures in million)
Particulars |
Standalone |
Consolidated |
|
FY-2022-23 |
FY-2021-22 |
FY-2022-23 |
FY-2021-22 |
Revenue from operation |
137.77 |
163.91 |
137.77 |
163.91 |
Other Income |
13.34 |
15.05 |
13.34 |
15.05 |
Total Income |
151.11 |
178.96 |
151.11 |
178.96 |
Less: Depreciation and amortization expense |
7.55 |
6.58 |
7.55 |
6.58 |
Less: Other expenses |
119.11 |
132.93 |
119.11 |
132.93 |
Profit before Exceptional Items |
24.45 |
39.45 |
24.45 |
39.45 |
Add: Exceptional items and Prior Period item |
0.43 |
0.15 |
0.43 |
0.15 |
Profit Before Tax |
24.88 |
39.60 |
24.88 |
39.60 |
Less: Tax expense |
6.09 |
14.12 |
6.09 |
14.12 |
Net Profit for the Year |
18.79 |
25.48 |
18.79 |
25.48 |
Paid up equity share capital (No. of shares) |
5.195 |
5.195 |
5.195 |
5.195 |
(Face value per share Rs.10 each) |
|
|
|
|
Earnings per equity share from continuing operations (Basic) |
2.46 |
3.75 |
2.46 |
3.75 |
Earnings per equity share from continuing operations (Diluted) |
2.46 |
3.75 |
2.46 |
3.75 |
2. Change in the 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.
3. Changes in Share Capital
There were no changes in the share Capital during the year. Also 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.
4. Deposits
Your Company has not invited any deposit from public and shareholders in accordance
with the provisions of Section 73 and 74 of the Companies Act, 2013.
5. Transfer To Investor Education and Protection Fund
Your Company has not declared any dividend during the past or during the current period
and the provisions related to transfer of unclaimed or unpaid dividend or shares on which
dividend remains unpaid or unclaimed to the aforesaid fund is not applicable to this
Company.
6. Subsidiary / Associate / Joint Venture Companies
Your Company has no subsidiaries, joint ventures or associate companies.
7. 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 2022-23.
8. 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 2022-23 and estimated transactions for FY 2023-2024.
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 36th Annual General Meeting.
9. Dividend
With a view to conserve the resources of the Company, the Directors are not
recommending any dividend for the year under review.
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.
10. Amounts Transferred to Reserves. No amount is transferred to General Reserve.
11. Extract of Annual Return
Pursuant to the provisions of Section 134(3) (a) of the Act, the draft annual return as
on 31st March, 2023 prepared in accordance with the provisions of Section 92(3) of the Act
is made available on the website of your Company at www.primaagro.in.
12. Board Meetings
Your Company held its Board Meetings 4 times during the Financial Year 2022-23, i.e, on
30th May, 2022; 12th August, 2022; 11th November, 2022
and 14th February, 2023. For details, please refer to the Report on Corporate
Governance, which forms a part of this Annual Report.
13. Explanation to Auditor's Remarks.
a) Statutory Audit Report.
Your Auditors had submitted an unqualified Audit Report for the Financial Year 2022-23
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, 2023 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 2022-23 except for the following observations:
Observation1. It is noted that the Company has received a E mail on 22nd June 2022
showing
Non-compliance with the requirement pertaining to the submission of Consolidated
Financial Results with Regulation 33 of SEBI (LODR) Regulations 2015 for the quarter ended
September 30, 2021.
Management Response to the observation: The Company submitted the Consolidated
Financial Results and also paid the fine for noncompliance amounting to Rs.41300/-on 29th
June 2022.
Observation 2: Company received another mail on 20th February 2023 regarding
discrepancy in Consolidated Financial Results for the quarter ended 31st
December 2022.
Management Response to the observation: Your Company replied to the mail on 24th
February 2023 stating that the Company is not a holding company in the sense that it hold
a Subsidiary Company for which Consolidation of Financial Statements is required. Being
not a Parent Company the Company is exempted from filing the Consolidated Financial
Results. The Company has taken up the matter and yet to receive a reply from Listing
Compliance Department, BSE Limited.
Observation 3: The Company had received a notice on October 21st 2022 for
non-submission of the Annual Report within the period prescribed under the Regulation 34
of SEBI (LODR) Regulations 2015 for the year ended March 2022.
Management Response to the observation: Your Company rectified the non- compliance and
paid fine Rs.2360/- for the same.
Observation 4: The Company has received another notice on Non-disclosure of Dividend
Distribution Policy in the Annual Report and on the Websites of the entity under the
Regulation 43A of SEBI (LODR) Regulations 2015 for the year ended March 2022.
Management Response to the observation: Your Company does not fall under the threshold
mentioned under Regulation 43A of the SEBI (Listing Obligation and Disclosure
Requirements) 2015, hence, this provision is not applicable to the Company.
14. 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.
15. 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 which your Company operates. However, the initiatives by the Company is
detailed out in Annexure-V.
During the year, your Company has not earned any Foreign Exchange and there is no
outgoings in Foreign Exchange.
16. 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.
17. Directors and Key Managerial Personnel
The Board of Prima Agro Limited comprises of 6 directors; One Chairman cum Managing
Director, Two Non-Executive Directors, Three Independent Non-Executive Directors. The
Composition of the Board and Committee is available at the website of the Company at
https://primaagro.in/policies/docs/Composition -of-Board-and-Committee.pdf
Key Managerial Personnel
Mr. S.K Gupta, Chairman cum Managing Director, Mrs. Swati Gupta, Chief Financial
Officer and Mr. V.R Sadasivan Pillai, Company Secretary are the Whole Time Key Managerial
Personnel of the Company. Mrs. Swati Gupta (DIN: 00249036), Director, retires by rotation
at the ensuing 36th Annual General Meeting and being eligible offers herself
for re-appointment. The Board recommends her re-appointment on recommendation by the
Nomination and Remuneration Committee.
The Board has considered the recommendation of the Nomination and Remuneration
Committee regarding the re-appointment of the Chairman cum Managing Director, Mr. S.K
Gupta (DIN: 00248760) at the ensuing 36th Annual General Meeting. 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 36th Annual General
Meeting as Appendix 1.
18. 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.
19. Internal Control System and their Adequacy Your Company is having adequate internal
financial controls with reference to the Financial Statements. Your Company has appointed
M/s G. Joseph and Associates as the Internal Auditor for the financial year 2022-2023. 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 which is annexed to the Board's Report as
Annexure III. 20. Declaration by Independent Director
The Company has received the necessary declaration from each Independent Director in
accordance with Section 149(7) of the Companies Act, 2013, that he meets the criteria of
independence as laid out in sub section (6) of Section 149 of the Companies Act, 2013 and
Clause 49 of the Listing Agreement. 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.
21. Statutory Auditor.
M/s Grandmark & Associates, Chartered Accountants (Firm Registration Number
011317N) were appointed as the Statutory Auditors for the term of five consecutive years,
from the conclusion of the 35th Annual General Meeting till the conclusion of
the 40th 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 FY 2022-23 does not contain any qualifications, reservations, adverse
remarks or disclaimers, which would be required to be dealt with in the Boards' Report.
22. Secretarial Audit Report
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 2022-23.
The report of the Secretarial Auditor in form MR-3 is annexed to this report as Annexure
II.
23. Corporate Social Responsibility (CSR) Policy
As per the Companies Act, 2013, companies having net worth of Rs 500 crore or more, or
turnover of Rs 1000 crore or more or net profit of Rs 5 crore or more during any 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 for the reporting year.
24. Audit Committee
The Audit Committee is constituted with Mr. Ladhu Singh (DIN: 02320113) Non- Executive
Independent Director as Chairman, Mrs. Vanshika Rathi (DIN: 07510075) Non- Executive
Independent Director and Ms. Vedika Agarwala (DIN: 08448433) Non- Executive Independent
Director as members. The committee had convened four meetings during the period under
report. The details are given in the Corporate Governance Report, which forms part of this
Annual Report.
25. Board Committee
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.
26. 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.
Independent Director's Meeting:
The Independent Directors met on 11th January, 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.
27. 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 I to
this report.
28. 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.
29. Disclosure on Establishment of a Vigil Mechanism
In terms of the provisions of Sec 177(9) & (10) of the Companies Act, 2013 and
pursuant to the provisions of Clause 49 of the Listing Agreement, a Vigil Mechanism for
Stakeholders, Employees and Directors of the Company has been established by the Company.
30. Corporate Governance
Your company obtained a certificate from Practicing Company Secretary regarding
compliance with clause 49 of the Listing Agreement and the certificate is annexed with
this Board's Report.
This certificate will also be sent to the Stock Exchanges, where the shares of the
Company are listed, 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.
31. 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 2022-23 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 IV.
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.
32. 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.
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has
constituted an Internal Complaints Committee (ICC) to consider and resolve any complaints
related to sexual harassment.
There were no cases reported in the history of your company till date.
33. Fraud Reporting (Required by Companies Amendment Bill, 2014)
There were no cases of fraud reported to the Audit Committee / Board in the company
till date.
34. 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 2022-23. However, the
company is maintaining adequate cost records as stated under the said rules.
35. Management Discussion and Analysis Report
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- III.
36. 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 I to this report.
37. 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, 2023, 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, 2023 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.
38. Statutory 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. Deposit from the public falling within the ambit of Section 73 of the Act and rules
made thereof.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under
any scheme save and except ESOS referred to in this Report.
4. Neither the Managing Director(s) nor the Whole-time Director(s) of the Company
receive any remuneration or commission from any of its subsidiaries.
5. 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.
39. 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 cooperation 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.
40. 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 portion of
Director's Report.
41. Human Resources / Industrial Relations
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 137 employees as per the payroll as on 31st
March 2023 out of which 58 are permanent staff and 79 are laborers.
42. 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'
thanks 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.
|
For and on behalf of the Board |
|
For Prima Agro Limited |
|
Sd/- |
Place: Cochin |
S.K. Gupta |
Date: 29.07.2023 |
Chairman and |
|
Managing Director |
|
(DIN: 00248760) |
|