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Prima Agro Ltd.

BSE: 519262 Sector: Others
NSE: N.A. ISIN Code: INE297D01018
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NSE 05:30 | 01 Jan Prima Agro Ltd
OPEN 25.20
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VOLUME 2193
52-Week high 38.95
52-Week low 23.00
P/E 7.82
Mkt Cap.(Rs cr) 12
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 25.20
CLOSE 24.00
VOLUME 2193
52-Week high 38.95
52-Week low 23.00
P/E 7.82
Mkt Cap.(Rs cr) 12
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Prima Agro Ltd. (PRIMAAGRO) - Director Report

Company director report

To

The Members of Prima Agro Limited

Your directors have pleasure in presenting the 35th AnnualReport on the business and operations of the Company together with the Audited Statementof Accounts for the year ended 31stMarch 2022.

Introduction

India currently represents one of the largest feed producers in theworld. Animal feed includes various raw processed and semi- processed products that arefed to livestock. Some of the most common feeds include pasture grasses cereal grainshay and silage crops and other by-products of food crops such as brewers' grainspineapple bran and sugar beet pulp. These products are carefully formulated with the helpof nutritional additives like vitamins and minerals to maintain the overall health ofanimals and improve the quality of various end-products including eggs meat and milk. Inthis country there has been a rise in public concern regarding the safety of animal-origin food products due to the prevalence of food-borne bacterial infections bovinespongiform encephalopathy (BSE) and dioxin contamination. These concerns have promptedregulatory organizations to inspect and improve feeding practices in the country.

The Indian animal feed market reached a value of INR 873.7 Billion in2021. Looking forward ARC Group expects the market to reach INR 1493.8 Billion by 2027exhibiting at a CAGR of 9.6% during 2022-2027.

The Compound Livestock Feed Manufacturers Association of India (CLFMA)predicts 6.09% growth for the domestic feed sector between 2019 and 2025 regardless ofthe second wave of COVID-19 and the soaring prices of raw materials we are yet to achievethe pre-COVID demand levels for livestock products and livestock feed as B2B demand fromrestaurants and QSR chains has not recovered and feed raw material prices like soybeanhave increased drastically by more than 40%."By the end of Q2 FY21 the poultrysector bounced back with as much as 70% consumption in comparison to pre-COVIDtimes". "The cattle feed industry also improved due to an increase in globalprices of skimmed milk and domestic demand to the tune of 70-80%."

Recently it was noted that raw materials used in the production ofanimal feed like soybean meal sorghum and maize are being diverted for the consumptionof humans leading to a shortage in the feed industry. Furthermore the expensive natureand price and supply volatility of these raw materials is encouraging industry players toswitch to sustainable and lower-cost ingredients for livestock production.

1. Financial Highlights

(Statement of Profit and Loss)

Particulars FY-2021-22 (In millions) FY-2020-21 (In millions)
Revenue from operation 163.91 156.68
Other Income 15.21 18.06
Total Income 179.12 174.74
Less: Depreciation and amortization expense 6.58 6.23
Less: Other expenses 132.93 113.78
Profit before Taxes 39.61 54.93
Less: Tax expense 9.71 7.61
Net Profit for the Year 25.49 38.54
Paid up equity share capital(No. of shares) (Face value per share Rs.10 each) 5.195 5.195
Earnings per equity share from continuing operations 3.75 6.26
(Basic)
Earnings per equity share from continuing operations (Diluted) 3.75 6.26

2. Change in the Nature of Business.

There is no material changes and commitments affecting the financialposition of the company which have occurred between the end of the financial year of thecompany 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 reportthat:

a. The Company has not bought back any of its securities during theyear under review.

b. The Company has not issued any Sweat Equity Shares during the yearunder review.

c. No Bonus Shares were issued during the year under review.

d. The Company has not provided any Stock Option Scheme to theemployees.

e. The Company has not issued any Equity shares with DifferentialRights.

f. The Company had extended the redemption period of Preference sharesdue for redemption from 3 years to 13 years after obtaining the written consent form thePreference shareholder holding 100 % Preference shares of the Company.

4. Deposits

Your Company has not invited any deposit from public and shareholdersin accordance with the provisions of Section 73 and 74 of the Companies Act 2013.

5. Transfer To Investor Education And Protection Fund

This Company has not declared any dividend during the past or duringthe current period and the provisions related to transfer of unclaimed or unpaid dividendor shares on which dividend remains unpaid or unclaimed to the aforesaid fund is notapplicable to this Company.

6. Subsidiary/Associate/Joint Venture

Companies

Your Company has no subsidiaries joint ventures or associatecompanies.

7. Particulars of Loan Guarantees and Investments under Section 186 Ofthe Companies Act 2013.

Your company has not given directly or indirectly any loan to anyperson or other body corporate or has given any guarantee or provide security inconnection with a loan to any other body corporate or person; and has not acquired by wayof subscription purchase or otherwise the securities of any other body corporateexceeding sixty per cent of its paid-up share capital free reserves and securitiespremium account or one hundred per cent. of its free reserves and securities premiumaccount whichever is more during the financial year 2021-22.

8. Dividend

With a view to conserve the resources of the Company the Directors arenot recommending any dividend for the year under review.

9. Amounts Transferred to Reserves.

No amount is transferred to General Reserve.

10. Extract of Annual Return

The extract of the Annual Return as provided under sub-section (3) ofSection 92 in Form MGT 9 for the Financial Year 2021-22 has been enclosed with thisreport.

11. Board Meetings

During the Financial year 2021-22 4 times i.e on 29thJune 2021; 13th August 2021; 12th November 2021 and 11thFebruary 2022. For details please refer to the Report on Corporate Governance whichforms a part of this Annual Report.

Explanation to Auditor's Remarks.

a) Statutory Audit Report.

Your Auditors had submitted an unqualified Audit Report for theFinancial Year 2021-22 except a mentioning about few related party transactions in theform of loans which are well within the limit specified in section 186 of the CompaniesAct2013. The comments/observations of Auditors are explained in the Notes to theAccounts forming part of the Balance Sheet as at 31st March 2022 which areself - explanatory and therefore; do not call for any further comment under Section134(5) of the Companies Act 2013.

b) Secretarial Audit Report (i)The Secretarial Auditors also hadsubmitted an unqualified Audit Report for the Financial Year 2021-22.

12. Material Changes Affecting the Financial Position of the Company.During the reporting year there were no material changes or events occurred affecting thefinancial position of the Company.

13. Conservation of energy technology absorption foreign exchangeearnings and outgo. The information of Conservation of Energy as required under Section134(3)(m) of the Companies Act 2013 read with Companies (Accounts) Rules 2014 is notapplicable to the business segments which your Company operates.

During the year your Company has not earned any Foreign Exchange andthere is no outgoings in Foreign Exchange.

14. Development and implementation of a risk management policy

The Board of Directors has adopted a Risk Management Policy which setsout the framework for the management of risks faced by the Company in the conduct of itsbusiness to ensure that all business risks are identified managed and monitored.

15. Directors and Key Managerial Personnel

The Board of Prima Agro Limited comprises of 6 directors; One Chairmancum Managing Director Two Non-Executive Directors Three Independent Non-ExecutiveDirectors.

16. Details of significant & material orders passed by theregulators or courts or tribunal. No orders were passed by the authorities which impactsthe going concern status and company's operations in future.

17. Statement in Respect of Adequacy of Internal Financial Control withReference to the Financial Statements. Your Company is having adequate internal financialcontrols with reference to the Financial Statements. There was no Internal Auditor asthere is having adequate internal financial controls. The statutory auditors alsosuggested appointment of Internal Auditor to comply with the Listing Norms. Your Companyis considering appointing one Internal Auditor.

18. Declaration by Independent Director

The Company has received the necessary declaration from eachIndependent Director in accordance with Section 149(7) of the Companies Act 2013 that hemeets the criteria of independence as laid out in sub section (6) of Section 149 of theCompanies Act 2013 and Clause 49 of the Listing Agreement.

19. Statutory Auditor.

M/s. VBV & Associate Chartered Accountant (Firm Registration No.013524S) were appointed as the Statutory Auditors of the company for a tenure of 5 (Five)years to hold office from the conclusion of the 30 th Annual General Meetingheld on 16th September 2017 until the conclusion of 35th AnnualGeneral Meeting. M/s. VBV & Associate's tenure of 5 (five) years as Statutory Auditorsconcludes at this ensuing Annual General Meeting.

The Board of Directors recommended a change of the Statutory Auditorsof the Company for the FY 2022-23 and has decided to appoint M/s Grandmark &Associates Chartered Accountants (Firm Reg No 011317N) as the Statutory Auditors for theterm of five consecutive years from the conclusion of this 35 th AnnualGeneral Meeting till the conclusion of the 40th Annual General Meeting to beheld in the year 2027 and received confirmation from the Statutory Auditors to the effectthat their appointment if made will be in accordance with the limits specified under theAct and the firm satisfies the criteria specified in Section 141 of the Act read with Rule4 of the Companies (Audit and Auditors) Rules 2014.

The Board recommends to seek consent of its Members at the ensuing AGMon appointment of M/s. Grandmark & Associates as Statutory Auditors for tenure of 5(five) years to examine and audit the accounts of the Company during the said period.

The Statutory Auditor's report for FY 2021-22 by M/s. VBV &Associates's does not contain any qualifications reservations adverse remarks ordisclaimers which would be required to be dealt with in the Boards' Report.

20. Secretarial Audit Report

Your Board had appointed M/s. BVR Associates Company Secretaries (FRN.AAE-7079 to carry out Secretarial Audit under the provisions of Section 204 of theCompanies Act 2013 for the financial year 2022-23. The report of the Secretarial Auditoris annexed to this report.

21. Corporate Social Responsibility (CSR) Policy

As per the Companies Act 2013 companies having net worth of 500 croreor more or turnover of 1000 crore or more or net profit of 5 crore or more during anyfinancial year are required to constitute a Corporate Social Responsibility (CSR)Committee of the Board of Directors comprising three or more directors at least one ofwhom should be an independent director and such company shall spend at least 2% of theaverage net profits of the company's three immediately preceding financial years.

None of the above criteria become applicable to your company for thereporting year.

22. Audit Committee

The Audit Committee is constituted with Mr. Ladhu Singh as ChairmanMrs. Vanshika Rathi and Ms. Vedika Agarwala as members. The committee had convened fourmeetings during the period under report.

23. Statement Indicating the Manner in which Formal Annual Evaluationhas been made by the Board of its own Performance its directors and that of itscommittees. The overall effectiveness of the Board shall be measured on the basis of theratings obtained by each Director and accordingly the Board shall decide the AppointmentsRe-appointments and Removal of the non-performing Directors of the Company. The Boardreview the various strategies of the Company and accordingly set the performanceobjectives for directors consistent with the varying nature and requirements of Company'sbusiness. The Board as a whole shall discuss and analyze its own performance during theyear together with suggestions for improvement thereon pursuant to the performanceobjectives.

24. Selection of new directors and board membership criteria

The Nomination and Remuneration Committee works with the Board todetermine the appropriate characteristics qualification skills and experience for theBoard as a whole and its individual members with the objective of having a Board withdiverse backgrounds and experience.

As per the provisions of Section 178(3) of the Companies Act 2013 theNomination and Remuneration Committee has formulated a "Policy on Remuneration ofDirector Key Managerial Personnel & Senior Employees''.

25. Familiarization Programme for Independent Directors

The Company proactively keep its Independent Directors informed of theactivities of the Company its management and operations and provides an overall industryperspective as well as issues being faced by the Industry.

26. Disclosure on Establishment of a Vigil Mechanism

In terms of the provisions of Sec 177(9) & (10) of the CompaniesAct 2013 and pursuant to the provisions of Clause 49 of the Listing Agreement a VigilMechanism for Stakeholders Employees and Directors of the Company has been established bythe Company.

27. Corporate Governance

Your company obtained a certificate from Practicing Company Secretaryregarding compliance with clause 49 of the Listing Agreement and is annexed thecertificate with this Board's Report.

This certificate will also be sent to the Stock Exchanges where theshares 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 ManagementPersonnel have complied with the Code of Conduct [Clause 49 II E (2) of LA] is annexedand also forming part of this report.

28. Managerial Remuneration

Your Company does not have any employee in respect of whom informationrequired pursuant to Section 197 (12) of the Companies Act 2013 read with Rule 5(1) ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. None ofthe employees employed throughout the financial year 2021-22 and in receipt ofremuneration of Rs.60 lacs or more employees employed for part of the year and in receiptof Rs.5 lac or more per month pursuant to Rule 5(2) The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

29. Disclosures under Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013.

Your Company believes in providing a safe and harassment free workplacefor every individual working in the company premises through various interventions andpractices. The Company endeavors to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment. In this light the company hasframed a well-defined policy on Prevention of Sexual Harassment for an employee.

There were no cases reported in the history of your company till date.

30. Fraud Reporting (Required by Companies Amendment Bill 2014)

There were no cases of fraud reported to the Audit Committee / Board inthe company till date.

31. 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 conductingcost audit. Accordingly Cost Audit was not conducted for the Financial Year 2021-22.However the company is maintaining adequate cost records as stated under the said rules.

32. Management Discussion and Analysis Report

As required under Clause 49 of the Listing Agreement with StockExchanges the Management Discussion and Analysis Report is enclosed as a part of thisreport.

33. Director's Responsibility Statement

In accordance with the provisions of Section 134(5) of the CompaniesAct 2013 your directors confirm that:

a. in the preparation of the annual accounts for the financial yearended 31st March 2022 the applicable accounting standards had been followed along withproper explanation relating to material departures;

b. the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31st March 2022and of the profit /loss of the Company for that period;

c. the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concernbasis;

e. the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

f. the directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.

34. Statutory Disclosures

Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review

1. Deposit from the public falling within the ambit of Section 73 ofthe Act and rules made thereof.

2. Issue of equity shares with differential rights as to dividendvoting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of theCompany under any scheme save and except ESOS referred to in this Report.

4. Neither the Managing Director(s) nor the Whole-time Director(s) ofthe Company receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and Company's operations infuture.

35. Industrial Relations

The Company maintained healthy cordial and harmonious industrialrelations at all levels. Despite severe competition the enthusiasm and unstinting effortsof the employees have enabled the Company to remain at the forefront of the industry. Ithas taken various steps to improve productivity across organization.

Your Company continued to receive co- operation and unstinted supportfrom the distributors retailers stockiest suppliers and others associated with theCompany as its trading partners. The Directors wish to place on record their appreciationfor the same and your Company will continue in its endeavor to build and nurture stronglinks with trade based on mutuality respect and co-operation with each other andconsistent with consumer interest.

36. Internal Control Systems and their Adequacy

The Company has a proper and adequate internal control system to ensurethat all assets are safeguarded and protected against loss from unauthorized use ordisposition and those transactions are authorised recorded and reported correctly. Theinternal control is exercised through documented policies guidelines and procedures. Thisis periodically reviewed by the audit committee to ensure effectiveness of the internalcontrol system. The internal control is designed to ensure that the financial and otherrecords are reliable for preparing financial statements and other data and formaintaining accountability of persons.

37. Financial and operational performance

The financial statements have been prepared in compliance with therequirements of the Companies Act 2013 and Generally Accepted Accounting Principles inIndia. Please refer Directors' Report in this respect

38. Human Resources/Industrial Relations

The Company's HR philosophy is to establish and build a high performingorganization where each individual is motivated to perform to the fullest capacity: tocontribute to developing and achieving individual excellence and departmental objectivesand continuously improve performance to realize the full potential of our personnel. TheCompany is giving direct employment to about 200 employees.

39. Appreciation

It is our strong belief that caring for our business constituents hasensured our success in the past and will do so in future. The Board acknowledges withgratitude the co-operation and assistance provided to your company by its bankersfinancial institutions and government as well as non-Government agencies. The Boardwishes to place on record its appreciation to the contribution made by employees of thecompany during the year under review. The

Company has achieved impressive growth through the competence hardwork solidarity cooperation and support of employees at all levels. Your directors'thanks the customers clients vendors and other business associates for their continuedsupport in the Company's growth. The Board also takes this opportunity to express its deepgratitude for the continued co-operation and support received from its valuedshareholders.

For and on behalf of the Board
S.K. Gupta
Chairman &MD Place: Cochin Date: 12.08.2022

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