DIRECTORS' REPORT To The Members of Prima Agro Limited Your Directors have pleasure in presenting the 28th Annual Report together with the Audited Balance Sheet and Profit and Loss Accounts for the year ended 31st March 2015. INTRODUCTION The global economy in FY 2014-15 witnessed divergent trends among major economies. Despite unpredictable headwinds, the global economic recovery is gaining momentum. India's economy is poised to return to its high-growth path, thanks to lower fiscal and current account deficits, falling inflation and structural reforms to boost investments. Monetary policy is also likely to be supportive with the Reserve Bank of India (RBI) ha ving moved to flexible inflation targeting. The manufacturing sector is likely to benefit from lower interest rates. Your Company's performance for the year 2014-15 has to be viewed in the context of aforesaid economic and market environment. In a highly competitive scenario, where new brands and offerings are entering the market almost every quarter, your Company delivered competitive growth, driven by innovation, sharper in-market execution, and competitive marketing. 1.PERFORMANCE OF THE COMPANY (STANDALONE) During the year, the Company achieved gross revenue of Rs. 1118.15 Lacs and had earned an after tax profit of Rs.34.92 Lacs. 2.DIVIDEND No Dividend was declared for the current financial year due to conservation of Profits/due to loss incurred by the Company /due to insufficient profit. 3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year. 4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS With great pleasure we may report that with the enduring and dedicated effort of Directors your Company had come out of its financial difficulty it had faced in the past and again started showing positive results. At present your Company is not having any borrowings from any Financial Institutions and had settled all dues of financial institutions. Trading in shares of your Company had already restarted in Bombay Stock Exchange and shareholders can take use of this facility by de-mating your holdings. Share holders may please take note that de-mat facility for the shares of the company is now available through NSDL and CDSL. All share holders are requested to de -mat the shares held by them. Your Company had two Animal Feed manufacturing plants situated at Kochuveli,Thiruvananthapuram and Edayar, Ernakulam. These plants each having the capacity for manufacturing 300 MT Cattle Feed per day and is structured to produce a variety of Animal Feeds. The Company had installed the most modern plant with computerized controls. The Company is adopting sophisticated techniques and evolving recipes with appropriating redients to meet the nutritional and energy requirements of cattle, poultry and goats, Your Company is now manufacturing Animal Feed for M/s KSE Ltd. Your Company is now installing a 100 MT weighbridge at its site at Edayar and its estimated Capital expenditure will be around Rs.35 Lacs and the same will be operative in the month of Sept,2015. This will increase the material handling facility. 5. 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 6.INTERNAL FINANCIAL CONTROL Your Company is having adequate internal financial controls with reference to the Financial Statements. The statutory auditors are satisfied with the present system of internal control. 7.DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES There are no subsidiary companies or joint ventures. The following are the Associate Companies. (i ) Ayyappa Roller Flouer Mills Ltd (ii ) Prima Beverage Pvt Ltd (iii ) PAPL EXIM India Ltd (iv ) Ayyappa Real Estate (P) Ltd (v ) Prima Alloys (P) Ltd (vi ) Prima Credits Ltd (vii ) Prima Industries Ltd Performance of the above associate companies are not included in the Financial Results. 8. DEPOSITS The Company has neither accepted nor renewed any deposits during the year under review. 9. DIRECTORS (i)During the reporting year Mrs . Swati Gupta (DIN. 00249036) was appointed as additional Director of the Company w.e.f. 31.03.2015. Her term of office is ending at the forthcoming Annual General Meeting of the company, who being eligible, offered herself for re-appointment and the same is being proposed in the forthcoming Annual General Meeting of the Company. (ii)During the reporting year Mr. S.K. Gupta (DIN : 01575160), Director is retiring by rotation and who being eligible, offered himself for re-appointment and the same is being proposed in the forthcoming Annual General meeting 10. STATUTORY AUDITORS M/s Vijayakuma r & Eswaran, Chartered Accountants, Cochin will retire at the forthcoming Annual General Meeting of the Company and are eligible for re-appointment and also indicated their willingness to be reappointed. Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. 11. Auditors' Report The Auditors had submitted an unqualified Audit Report for the Financial Year 2014-15. 12. SHARECAPITA L There were no changes in the share Capital during the year. a. BUY BACK OF SECURITIES The Company has not bought back any of its securities during the year under review. b. SWEAT EQUITY The Company has not issued any Sweat Equity Shares during the year under review. c. BONUS SHARES No Bonus Shares were issued during the year under review. d.EMPLOYEES STOCK OPTION PLAN The Company has not provided any STOCK OPTION Scheme to the employees. 13.EXTRACT OF ANNUAL RETURN The extract of the annual return as per section 92 (1) of the Companies Act 2013 in Form No. MGT - 7 forming part of the Board's report is annexed separately. 14. RISK MANAGEMENT POLICY The Company had insured all its fixed asset and stock to cover any possible risk. 15. PERSONNEL AND INDUSTRIAL RELATIONS Industrial relations of the Company continued to be cordial during the year. Your Directors take this opportunity to record their appreciation for the services rendered by the employees at all levels. 16. STATUTORY DISCLOSURES Your Company does not have any employee in respect of whom information under Section 217(2A) of the Companies Act, 1956 as amended, is required to be annexed. 17.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO As required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Directors Particulars in the Report of Board of Directors) Rules 1988, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in Form No. A & B is required, which is annexed to this report. 18.DIRECTOR'S RESPONSIBILITY STATEMENT The Directors confirm : ? that the applicable accounting standards have been followed along with proper explanation wherever required in the preparation of Annual Accounts. ? that the Company has adopted prudent accounting policies. + that proper care has been taken for maintenance of accounting records in accordance with the provisions of the Act and ? that the Annual Accounts of the Company have been prepared on a going concern basis. ? That the Company had laid down sufficient internal financial controls in the operations of the company ? That the Company had devised proper systems to ensure Compliance with the provisions of all applicable laws. 19.REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS A Report on Corporate Governance and Management Discussion and Analysis as required under Clause 49 of the Listing Agreement is attached. 20.ACKNOWLEDGEMENT The Board of Directors wishes to place on record their sincere gratitude for the assistance extended by The Company's Banks for their continued support to the company. Your Directors also thank the Management of M/s Kerala Feeds Ltd and other business clients for the extended support to the Company. The Board of Directors wishes to place on record their sincere gratitude to all Govt. depts, employees and share holders for their active support and co- operation . For and on behalf of the Board Sd/- San jay Gupta Managing Director Place : Cochin Date : 07-08-2015 |