DIRECTORS' REPORT To The Members of Prima Industries Limited Your Directors h ave pleasure in presenting the 21st 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. 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) having 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. 2348.21 Lacs and had incurred a loss of Rs. 31.51 Lacs 2. DIVIDEND No Dividend was declared for the current financial year due to conservation of Profits/due to loss incurred by the Company. 3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION 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 during the past few years. Now your Com pany become a debt free company and had no outstanding long term borrowings from outside. Your Company had settled all the sales Tax dues under Amnesty scheme during the reporting year. 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 is a complex unit with Solvent Extraction Division, Oil Refining Division and Animal Feed Division, which are situated at Kanjikode, Palakad. It 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. This plant has the capacity to extract oil from any oil-bearing material such as Mustard, Cottonseed, Rapeseed, and Sunflower Cake etc. Its Animal Feed Division 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 plant has a capacity of 250MT production per day. 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 present capacity utilization of Prima's manufacturing facilities are around 70 to 75% of the installed capacities, Bulk of the capacity utilization is for conversion contracts for well established companies like Kerala Feeds , KSE etc . Their products are manufactured according to their own specifications. Your Company was able to secure processing contract form Kerafed, a State Govt. undertaking for processing their Oil Cake through your Plant. 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. And 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) M/s Prima Agro Ltd (ii) M/s Ayyappa Roller Flour Mills Ltd (iii ) Prima Beverages Pvt Ltd (iv) PAPL EXIM India Ltd (v) Prima Credits Ltd (vi) Prima Alloys (P) Ltd (vii)Ayyappa Real Estates(P) 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 Dire ctor 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 G. Joseph and Associates, 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. SHARECAPITAL 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. 21. RISK MANAGEMENT POLICY The Company had insured all its fixed asset and stock to cover any possible risk. 22.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. 23.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. 24.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. 25.DIRECTORS RESPONSIBILITY STATEMENT (as per section 134(5) of the Companies Act, 2013) 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. 26. 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. 27.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/-Sanjay Gupta Managing Director Place: Cochin Date: 07.08.2015 |