To
The Members of Prima Industries Limited
The Directors are pleased to present herewith the 29th Annual Report of
Prima Industries Limited ('the company') along with the Audited Financial Statements for
the Financial Year('FY') ended 31st March 2023.
Introduction
Your Company is having two production Line. One for Compounded Animal Feeds and another
Edible Oil division (Solvent Extraction)
Animal Feed Division
The Indian animal feed industry has shown remarkable growth over the years, with a
compound annual growth rate of more than 8% over the last decade. This growth can be
attributed to factors such as increasing demand for animal protein and dairy products in
the country and the growing adoption of modern farming practices. The industry is
projected to Cross a market size of USD 35 billion by 2028.
In comparison to the global animal feed industry, India has been steadily growing, with
a global market share of around 5% in 2022, ranking fourth after the United States. India
is currently ranked 10th in terms of per capita consumption of animal feed, with an
average consumption of around 3.8 kg per person per year, which is lower than the global
average of 6.5 kg per person per year.
Despite the growth in the Indian animal feed industry, there are several challenges
that need to be addressed to sustain this growth. One of the primary challenges is the
lack of adequate raw materials, which can result in higher feed prices and a lack of
quality control. Additionally, the industry faces challenges related to regulatory
compliance and the adoption of new technologies and practices.
To address these challenges, the Indian government has initiated several programs to
increase the availability of raw materials and promote sustainable animal feed production
practices. These programs include increasing the production of oilseeds, pulses, and
cereal crops, as well as promoting the use of alternative feed ingredients such as poultry
litter and rice bran.
Moreover, the adoption of technology can help increase the efficiency of the animal
feed industry and reduce costs. Precision farming techniques, such as precision feeding,
can help farmers optimize the use of feed and reduce wastage. Similarly, the adoption of
digital technologies such as the Internet of Things (IoT) and Artificial Intelligence (AI)
can help improve supply chain efficiency and enhance the quality control of animal feed.
In conclusion, the Indian animal feed industry has shown tremendous growth potential,
and with the right policies and initiatives, it can continue to grow sustainably. The
challenges related to raw material availability and technology adoption can be addressed
through strategic government interventions and private sector initiatives. Furthermore,
the adoption of modern farming practices and technologies can help improve efficiency and
sustainability in the animal feed industry, thereby benefiting both the farmers and the
consumers.
Edible Oil Division
As per this research report, the edible oil market in India is expected to display a
CAGR (Compounded Annual Growth Rate) of 16.80% in value and 3.92% in volume over the
forecast period 2023-2028. Palm oil continues to dominate in the Indian market and is
expected to continue its stronghold over the forecast period.
The Indian edible oil market size reached 24.3 Million Tons in 2022. Looking forward,
the market to reach 26.7 Million Tons by 2028, exhibiting a growth rate (CAGR) of 1.55%
during 2023-2028. India currently represents the world's largest importer of edible oil in
the world.
The Indian vegetable oil market attained a volume of nearly 25.66 MMT in 2021, driven
by the extensive consumption of palm oil. Aided by the growing demand for healthy
vegetable oils, the market is expected to witness a further growth in the forecast period
of 2023-2028, growing at a CAGR of 14.30%.
The edible oils market is expected to grow significantly, with a projected value of USD
268.9 billion by 2027, up from USD 212.6 billion in 2022, at a CAGR of 4.8% from 2022 to
2027.
1. Financial Performance:
The Audited Financial Statements of your Company as on 31st March, 2023 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").
The summarized financial highlights are depicted below:
(Figures in Million)
| Particulars |
Standalone |
Consolidated |
|
FY 2023 |
FY 2022 |
FY 2023 |
FY 2022 |
| Revenue from Operations |
75.73 |
172.75 |
75.73 |
172.75 |
| Other Income |
3.39 |
1.13 |
3.38 |
1.13 |
| Total Income |
79.12 |
173.88 |
79.12 |
173.88 |
| Less: Depreciation and amortization expense |
8.22 |
8.34 |
8.22 |
8.34 |
| Less: Other Expenses |
67.34 |
146.11 |
67.34 |
146.11 |
| Profit before Tax |
3.56 |
19.43 |
3.56 |
19.43 |
| Less: Tax expense |
(0.90) |
4.19 |
(0.90) |
4.19 |
| Net Profit for the period from continuing operations |
4.46 |
15.24 |
4.46 |
15.24 |
| Paid up equity share capital (No. of shares) (Face value per share Rs.10 each) |
10.79 |
10.79 |
10.79 |
10.79 |
| Earnings per equity share from continuing operations (Basic) |
0.41 |
1.41 |
0.41 |
1.41 |
| Earnings per equity share from continuing operations (Diluted) |
0.41 |
1.41 |
0.41 |
1.41 |
2. 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. 79.12 Million as against that of the
previous year of Rs. 173.88 Million.
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 is a complex unit, which can process all types of oil
cakes and other oil-bearing materials such as rice bran and oil seeds. This unique
adaptability enables the unit to avail of the advantages of seasonal variations in the
prices of various raw materials.
The future prospect of the Company remains robust and will continue to deliver most
satisfied business to the customers. Our government is also taking initiatives to improve
the economic condition of the country by bringing in new opportunities for employment and
business. No wonder, our economy is growing at a good pace. Hence, as a responsible
Company, will continue to contribute to the economic and Nation good.
3. Details of change in nature of business
There has been no change in the nature of business of the Company during the year under
report.
4. 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. The Company has not issued any Bonus Shares 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 has extended the redemption period of Cumulative Redeemable Preference
shares allotted on 27th March, 2013 for a period of 13 (Thirteen) years from
the date of allotment at the meeting of board of directors dated 31.01.2017 after
obtaining written consent from the Preference shareholder, holding 100 % Preference shares
of the Company.
5. 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.
6. Transfer to Investor Education and Protection Fund
During the year under Report, the Company has:
a. no unpaid dividends,
b. not issued debentures and
c. not accepted fixed deposits
so there is no need for transferring any unclaimed/unpaid amount or shares to Investor
Education and Protection Fund during the said period.
7. Amounts Transferred to Reserves
Your Directors do not propose to transfer any amount to the reserves.
8. Board Meetings
During the year, the Board of Directors met
4 times, i.e., on 30th May, 2022; 12th August, 2022; 11th
November, 2022 and 14th February, 2023. The details of Board meetings and the
attendance of Directors are included in the Report on Corporate Governance, which forms a
part of this Annual Report as.
9. Committees of the Board
The Committees of the Board focus on certain specific areas and make informed decisions
in line with the delegated authority.
The following Committees constituted by the Board function according to their
respective roles and defined scope
• Audit Committee
• Nomination and Remuneration Committee
• Corporate Social Responsibility Committee
• Stakeholders' Relationship Committee
• Risk Management Committee
Details of composition, terms of reference and number of meetings held for respective
committees are given in the Report on Corporate Governance, which forms a part of this
Annual Report. Further, during the year under review, all recommendations made by the
various committees have been accepted by the Board.
10. Director's Responsibility
Statement
Pursuant to the requirement of Section 134 (3) and (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.
11. 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 integral part of this Report.
12. Directors and Key Managerial Personnel
The Board of Prima Industries Limited comprises of 6 directors: One Chairman cum
Managing Director, One Whole Time Director, One Non-Executive Director, Three Independent
Non-Executive Directors.
The Composition of the Board and Committee is available at the website of the Company
at:
https://primaindustries.in/policies/docs/C omposition-of-Board-and-Committee.pdf
Key Managerial Personnel
Mr. S.K Gupta, Chairman cum Managing Director, Mr. Kushagra Gupta, Chief Financial
Officer and Mrs. Sandhya Gopi, Company Secretary are the Whole Time Key Managerial
Personnel of the Company. Mrs. Alphonsa Jose, Company Secretary and Compliance Officer
resigned w.e.f., 05.04.2023 post which Mrs. Sandhya Gopi was appointed as the Company
Secretary and Compliance Officer w.e.f., 30.05.2023.
Apart from the above, there were no changes in the Key managerial Personnel and the
Directors of the Company during the period 2022-2023.
Mrs. Sruti Jindal (DIN: 03363435), Mrs. Vanshika Rathi (DIN: 07510075) and Ms. Vedika
Agarwala (DIN: 08448433) are the Independent Directors of the Company.
None of the Directors are disqualified under Section 164 of the Companies Act, 2013.
Mrs. Swati Gupta (DIN: 00249036),
Director, retires by rotation at the ensuing 29th 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 recommendations of the Nomination and Remuneration
Committee regarding the reappointments of the following Directors:
-Mr. S.K Gupta, Chairman cum Managing Director (DIN: 00248760) is recommended for
re-appointment at the ensuing 29th Annual General Meeting.
-Mr. Ladhu Singh, Whole Time Director
(DIN: 02320113) is recommended for reappointment at the ensuing 29th 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 ensuing
29th Annual General Meeting as Appendix 1.
The Board has considered the declarations given by Independent Directors under Section
149(7) and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 with respect to meeting the criteria of independence and compliance with
the Code for Independent Directors. Independent directors further declared that they are
not aware of any circumstance or situation, which exist or may be reasonably anticipated,
that could impair or impact their ability to discharge their duties with an objective
independent judgment and without any external influence and are independent of the
management.
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. All the Independent Directors are included in the data bank of Independent
Director and are exempted from the online proficiency self-assessment test under Rule 6(4)
of Companies (Appointment and Qualification of Directors) Rules, 2014.
13. Management Discussion and Analysis
The Management Discussion and Analysis Report for the year under review, as stipulated
under the SEBI Listing Regulations, is presented in a section forming part of this Annual
Report as Annexure-V.
14. Corporate Social Responsibility (CSR)
Even though the CSR provisions are not applicable as per Section 135 of the Companies
Act, 2013, the Company had
voluntarily constituted a sub-committee of the Board called CSR Committee considering
the sustainable development by delivering economic, social and environmental benefits for
all stakeholders. The detail of the CSR meetings and the attendance of the Directors are
provided in the Corporate Governance Report.
15. Statutory Auditors
M/s G Joseph & Associates, Chartered Accountants (Firm Registration Number
006310S), 37/2038, First Floor, Muttathil Lane, Kadavantra, Kochi-682020, Kerala was
appointed as the Statutory Auditors of the company for a tenure of 5 (Five) years, to hold
office from the conclusion of the 28th Annual General Meeting held on 15th
September 2022 till the conclusion of the 33rd Annual General Meeting to
be held in the year 2027. In accordance with the provisions of the Act, the appointment of
Statutory Auditors is not required to be ratified at every Annual General Meeting.
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.
The Statutory Auditor's Report for Financial Year 2022-23 by M/s G Joseph &
Associates 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 self-explanatory.
16. 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.
17. Internal Auditors
M/s Grandmark & Associates, Chartered
Accountants (Firm registration Number- 011317N) were appointed as the Internal Auditors
for the financial year 2022-2023.
18. Cost Auditors
Your Company does not qualify for the eligibility norms of the Section 148 of the
Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 regarding the
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.
19. Secretarial Auditors
Pursuant to Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the
Company had appointed M/s. BVR & Associates Company Secretaries LLP (FRN. AAE-7079), a
firm of Company Secretaries in Practice to conduct the Secretarial Audit of the Company
for year ended March 31, 2023. The Report of the Secretarial Audit is annexed herewith as Annexure
II. The said Secretarial Audit Report does not contain any qualifications,
reservations, adverse remarks and disclaimer except for the following observations:
Observation (i) the dematerialization of Promoter shareholding is less than 100%
Management response to the observation: 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.
Observation (ii) The Company has received an E mail on 22nd June 2022
showing Noncompliance 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: Your Company submitted the Consolidated
Financial Results and also
paid the fine for noncompliance amounting to Rs.41,300/-on 29th June 2022.
Observation (iii) 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: The Company replied to the mail on 24th
February 2023 stating that the Company is not a holding company in the sense that it holds
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 (iv) The Company has also 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 paid fine of Rs.2,360/- for
the same and ensured that such delay does not occur in future.
Observation (v) 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.
During the year 2022-23, your Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.
20. 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.primaindustries.in.
21. Particulars of Loan, Guarantees and Investments
During the year under Report, your company has not given directly or indirectly any
loan to any person or other body corporate or has given any guarantee or provide 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 as prescribed under section 186 of the Companies Act, 2013.
22. 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 financial statements. 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 Financial Year 2022-23 and estimated transactions for
Financial Year 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 to
the Notice of 29th Annual General Meeting.
The Policy on Related Party Transactions is available on your Company's website and can
be assessed using the link:
https://primaindustries.in/home/images/
Related-Party-Transaction-Policy.pdf
23. Subsidiary / Associate / Joint Venture Companies
Your Company has no subsidiaries, joint ventures or associate companies.
24. Deposits
Your Company has not accepted any deposit from public within the meaning of Sections 73
to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed
thereunder.
25. Risk management
The Board of Directors had constituted Risk Management Committee to identify elements
of risk in different areas of operations and to develop policy for actions associated to
mitigate the risks. 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.
26. Significant and Material orders passed by the Regulators / Courts / Tribunals
No significant or material orders were passed by the Regulators or Courts or Tribunals
which impacts the going concern status and Company's operations in future.
27. Material changes and commitments
No material changes and commitments, affecting the financial position of the
Company have occurred between the end of the financial year of the Company and the date
of this Report.
28. Internal Control Systems and their Adequacy
The Directors had laid down internal financial controls to be followed by your Company
and such policies and procedures are adopted by your Company for ensuring the orderly and
efficient conduct of its business, including adherence to your Company's policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial information. The Audit Committee evaluates the Internal Audit Reports
and the internal financial control system periodically. The adequacy of internal financial
controls is included in Management Discussion and Analysis Report which is annexed
to the Board's Report as Annexure V.
29. 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 nonperforming Directors of the Company. The Company,
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 and members of the management. 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.
Familiarization Programme
Your Company has an orientation process/ familiarization programme for its Independent
Directors to provide insights into the Company with an emphasis on:
-Roles, Rights and Responsibilities - Board dynamics & functions
-Nature, Operations, Strategy and functions of the Company
The induction program is an exhaustive one that covers the history and culture of Prima
Group, background of the Company and its growth, various milestones in the Company's
existence since its incorporation, the present structure and an overview of the businesses
and functions.
The details of the familiarization programme are also available on the website of your
Company at:
https://primaindustries.in/policies/docs/F amiliarization-Programme-fo-Independen-
Directors.pdf
30. 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 is in receipt of
remuneration of Rs.1 Crore and Two lakhs in aggregate or more and none of the employees
employed for part of the year are in receipt of Rs. Eight Lakhs and Fifty Thousand per
month or more as specified under 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 III.
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/R emuneration-Policy-Directors.pdf
31. 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.
32. Disclosure on Establishment of Vigil Mechanism
In terms of the provisions of Section 177(9) & (10) of the Companies Act, 2013 and
pursuant to the Regulation 22 of SEBI (LODR) Regulations 2015, a Vigil Mechanism has been
established by the Company for directors and employees to report genuine concerns about
unethical or improper activity. This shall provide for adequate safeguards against
victimization of directors or employees or any other person who avail the mechanism and
also provide for direct access to the chairperson of the audit committee in appropriate or
exceptional cases.
The said policy is available at the website of your Company at:
https://primaindustries.in/home/images/
Whistle-Blower-Policy.pdf
33. Prevention of Sexual Harassment at Work Place
The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal)
Act, 2013 and Rules framed there under are strictly complied with. 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 Committees (ICC) to consider and resolve any complaints
related to sexual harassment.
The Company did not receive any Complaint during the year 2022-23.
34. Human Resources / Industrial Relations
Your Company considers people as its
biggest assets and 'Believing in People' is at the heart of its human resource
strategy. 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 51 employees as per the payroll as on 31st
March 2023 out of which 26 are permanent staff and 25 are laborers.
35. General Disclosures;
Your Director's state that no disclosure or reporting is required in respect of the
following items, as there were no transactions/events of similar nature during the year
under review:
- Issue of equity shares with differential rights as to dividend, voting or otherwise.
- Issue of Shares (Including Sweat Equity Shares) to employees of your Company under
any scheme.
- Application made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016.
- One time settlement of loan obtained from the Banks or Financial Institutions.
- Revision of financial statements and Directors' Report of your Company.
36. Business Responsibility and Sustainability Report
In terms of regulation 34(2)(f) of the SEBI Listing Regulations, 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 perspective. As your company does not
fall under the above threshold, it is not required to annex Business Responsibility and
Sustainability Report.
37. 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.
38. Conservation of Energy,
Technology Absorption, Foreign
Exchange Earnings and Outgo
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the
Companies (Accounts) Rules, 2014, as amended is provided as Annexure-IV of this
report.
39. Acknowledgement
Your Directors are deeply grateful for all the guidance, support and assistance
received from the Government of India, concerned Government Departments, Financial
Institutions and Banks. Your Directors thank all the esteemed shareholders, customers,
suppliers, distributors, retailers, stockiest, dealers, bankers and all other business
associates for their faith, trust and confidence reposed in the Company and its
management.
The Directors wish to convey their appreciation to all of the Company's employees for
their contribution towards the Company's performance.
For and on behalf of the Board of Directors
For Prima Industries Limited
|
Sd/- |
| Place: Cochin |
S.K. Gupta |
| Date: 29.07.2023 |
Chairman and Managing Director |
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(DIN: 00248760) |
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