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Prima Plastics Ltd.

BSE: 530589 Sector: Industrials
NSE: N.A. ISIN Code: INE573B01016
BSE 00:00 | 12 Aug 84.55 -1.60
(-1.86%)
OPEN

85.30

HIGH

91.40

LOW

82.55

NSE 05:30 | 01 Jan Prima Plastics Ltd
OPEN 85.30
PREVIOUS CLOSE 86.15
VOLUME 1988
52-Week high 148.40
52-Week low 75.10
P/E
Mkt Cap.(Rs cr) 93
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 85.30
CLOSE 86.15
VOLUME 1988
52-Week high 148.40
52-Week low 75.10
P/E
Mkt Cap.(Rs cr) 93
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Prima Plastics Ltd. (PRIMAPLASTICS) - Director Report

Company director report

Dear Members

The Directors take pleasure in presenting the 28th Annual Report and theAudited Financial Statements (Standalone as well as Consolidated) of Prima PlasticsLimited ("the Company or Prima") for the financial year ended March 31 2022.

FINANCIAL HIGHLIGHTS

A summary of the Company's financial performance in 2021-22:

(Rs in Lakhs)

Standalone

Consolidated

Particulars Year ended March 31 2022 Year ended March 31 2021 Year ended March 31 2022 Year ended March 31 2021
Revenue from Operations 11070.30 9152.22 14760.24 11904.72
Other Income 52.22 380.56 21.10 14.47
Total Income 11122.52 9532.78 14781.34 11919.19
Total Expenditure 10741.68 8546.39 13699.56 10443.68
Profit before Depreciation Finance Cost and Tax 380.84 986.39 1081.78 1475.51
Less : Depreciation Amortisation and Impairment 331.81 333.14 530.36 489.73
Less : Interest and Finance Cost 216.76 104.93 237.59 112.87
Profit before Tax and Share in Profit of Joint Venture (167.73) 548.32 313.83 872.91
Share of Profit of Joint Venture - - 736.46 961.88
Profit Before Tax (167.73) 548.32 1050.29 1834.79
Less : Current Tax - 126.69 145.57 301.67
Deferred Tax 4.07 (11.99) 4.07 (11.99)
Profit after Tax (171.80) 433.62 900.65 1545.11
Other Comprehensive Income (Net of Tax) 17.71 (9.69) 55.96 (10.36)
Total Comprehensive Income (154.09) 423.93 956.61 1534.75
Add : Balance b/f from previous year 4485.96 4112.02 8621.93 7182.81
Balance available for appropriation 4331.85 4535.96 9506.67 8671.93
Appropriation:
Balance c/f 4331.85 4535.96 9506.67 8671.93
Less : Dividend Paid 165.01 - 165.01 -
Less : General Reserve - 50.00 - 50.00
Balance c/f to Balance Sheet 4166.84 4485.96 9341.66 8621.93

The financial statements for the financial year ended March 31 2022 have been preparedin accordance with Indian Accounting Standards (Ind AS) notified under Companies (IndianAccounting Standards) Rules 2015 read with Section 133 of Companies Act 2013(‘'Act'') and other relevant provisions of the Act.

There are no material departures from the prescribed norms stipulated by the accountingstandards in preparation of the annual accounts. Accounting policies have beenconsistently applied except where a newly issued accounting standard if any if initiallyadopted or a revision to an existing accounting standard required a change in theaccounting policy hitherto in use.

The Company discloses unaudited consolidated and standalone financial results on aquarterly basis which are subject to limited review and publishes audited consolidatedand standalone financial results annually.

A detailed analysis of the Company's performance consolidated as well as standaloneis included in the Management Discussion and Analysis Report which forms part of thisAnnual Report.

STATE OF COMPANY'S AFFAIRS

On a consolidated basis the revenue from operations for FY 2021-22 increased to Rs.in lakhs 14760.24 which is 23.99% higher than that of the previous year i.e. Rs. in lakhs11904.72. However the consolidated EBITDA decreased to Rs. in lakhs 1818.23 for FY2021-22 which is 25.40% lower than that of the previous year i.e. Rs. in lakhs 2437.40.

On a standalone basis revenue from operations for FY 2021-22 increased to Rs. inlakhs 11070.30 which is 20.96% higher than that of the previous year i.e. Rs. in lakhs9152.22. The standalone EBITDA decreased to Rs. in lakhs 380.84 for FY 2021-22 which is61.39% lower than that of the previous year i.e. Rs. in lakhs 986.39.

EBITA margin has drastically reduced for the Group mainly due to the abnormal increasein raw material prices. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("Listing Regulations") the Management Discussion andAnalysis Report for the year under review is presented in a separate section formingpart of this Annual Report.

DIVIDEND

Considering the losses incurred during the financial year under review your Directorshave not recommended any dividend. TRANSFER TO RESERVES

In view of losses incurred during the financial year under review your Directors havenot recommended transfer of any amount to reserves.

FIXED DEPOSITS

During the financial year 2021-22 the Company has not accepted any fixed depositswithin the meaning of Section 73 and 76 of the Act and Rule 2(c) of the Companies(Acceptance of Deposits) Rules 2014 and as such no amount of principal or interest wasoutstanding as of the date of Balance Sheet.

SUBSIDIARY & JOINT VENTURE COMPANIES

As on March 31 2022 your Company has one (1) direct Subsidiary in Guatemala‘‘Prima Union Plasticos S.A." and "Prima Dee-Lite Plastics SaRL"is a Joint Venture Company with 50% share in Cameroon West Africa.

A statement containing salient features of the financial statements of Subsidiary /Joint Venture Company as required under Section 129 (3) of the Act is attached as Annexure1 to this report.

Further pursuant to the provisions of Section 136 of the Act the financial statementsof the Company consolidated financial statements along with relevant documents andseparate audited financial statements in respect of its subsidiary are available on theCompany's website at www.primaplastics.com.

The Board of Directors of the Company has adopted a policy for determining MaterialSubsidiary Company in line with Listing Regulations. The Policy is uploaded on the websiteof the Company at www.primaplastics.com.

SHARE CAPITAL

The Company's paid-up equity share capital as on March 31 2022 continues to stand atRs. in lakhs 1100.05 divided into 11000470 equity shares of face value of Rs. 10 each.

During the year under review the Company has not issued any shares or convertiblesecurities. The Company does not have any scheme for the issue of shares including sweatequity to its Employees or Directors.

DIRECTORS

Members of the Company's Board of Directors ("Board") are eminent persons ofproven competence and integrity. Besides experience strong financial acumen strategicastuteness and leadership qualities they have a significant degree of commitment to theCompany and devote adequate time to meetings and preparation.

In terms of requirement of Listing Regulations the Board has identified core skillsexpertise and competencies of the Directors in the context of the Company's business foreffective functioning and how the current Board of Directors is fulfilling the requiredskills and competences. This is detailed at length in the Corporate Governance Report.

Shri Bhaskar M. Parekh (DIN: 00166520) retires by rotation and being eligible offershimself for re-appointment. A resolution seeking Members approval for his re-appointmentalong with other required details forms part of the Notice.

The current term of appointment of Shri Bhaskar M. Parekh (DIN: 00166520) as theWhole-time Director of the Company expires on August 31 2022. The Board of Directors atits meeting held on May 20 2022 on the recommendation of the Nomination and RemunerationCommittee subject to approval of the Members approved the re-appointment for a furtherperiod of 3 years with effect from September 1 2022. It is proposed to re-appoint ShriBhaskar M. Parekh as the Whole-time Director for a further period of 3 years fromSeptember 12022 to August 31 2025. The terms and conditions of Shri Parekh'sre-appointment are part of the Notice of the Annual General Meeting ("AGM").Shri Bhaskar M. Parekh shall be liable to retire by rotation and shall also be designatedas Executive Chairman of the Company.

The current term of appointment of Shri Dilip M. Parekh (DIN: 00166385) as the ManagingDirector of the Company expires on August 31 2022. The Board of Directors at its meetingheld on May 20 2022 on the recommendation of the Nomination and Remuneration Committeesubject to approval of the Members approved the re-appointment for a further period of 3years with effect from September 12022. It is proposed to re-appoint Shri Dilip M. Parekhas the Managing Director for a further period of 3 years from September 1 2022 to August31 2025. The terms and conditions of Shri Parekh's re-appointment are part of the Noticeof the AGM. Shri Dilip M. Parekh shall be liable to retire by rotation.

Brief resume of the Directors proposed to be re-appointed nature of expertise and thenames of companies in which they hold Directorships and Chairpersonships / Memberships ofBoard Committees etc. are provided in Notice to Members forming part of this AnnualReport. Resolutions seeking Members approval for their re-appointment along with otherrequired details forms part of the Notice. The Directors seeking re-appointment are notdebarred from holding the office of Director pursuant to any order. The Board recommendsto the members the resolutions for their re-appointment.

Pursuant to the provisions of Section 149 of the Act all the Independent Directors ofthe Company have submitted declarations that they meet the criteria of independence asprovided in Section 149(6) of the Act along with Rules framed thereunder and Regulation16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed thatthey have complied with Schedule IV of the Act and the Company's Code of Conduct.Company's code of conduct is available on the website of the Company atwww.primaplastics.com.

Further in terms of Section 150 of the Act read with Rule 6 of the Companies(Appointment and Qualification of Directors) Rules 2014 Independent Directors of theCompany have confirmed that they have registered themselves with the databank maintainedby the Indian Institute of Corporate Affairs ("IICA") and have passed theproficiency test if applicable to them.

The Board is of the opinion that all Directors including the Independent Directors ofthe Company possess requisite qualifications integrity expertise and experience in thefields of manufacturing technology digitalisation strategy finance governance humanresources safety sustainability etc.

During the year Shri Mulchand S. Chheda Ex-Director of the Company passed away. Onbehalf of the Prima Family we offer our most profound condolences to the family friendson the passing away of Late Shri Mulchand S. Chheda.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel("KMP") of the Company as on March 31 2022 are Shri Bhaskar M. ParekhWhole-time Director Shri Dilip M. Parekh Managing Director Shri Dharmesh R. SachadeChief Financial Officer and Ms. Vandana S. Ahuja Company Secretary & ComplianceOfficer.

During the year under review there was no change.

BOARD MEETINGS

Regular meetings of the Board are held to discuss and decide on various businesspolicies strategies financial matters and other businesses. Four meetings of the Boardwere held during the financial year 2021-22. For details of meetings of the Board pleaserefer to the Corporate Governance Report which forms part of this Annual Report.

ANNUAL EVALUATION BY THE BOARD

During the year the Board carried out an annual evaluation of its performance as wellas of the working of its Committees and individual Directors including the Chairman ofthe Board as per the formal mechanism for such evaluation adopted by the Board. Theexercise of performance evaluation was carried out through a structured evaluation processcovering various criteria as recommended by the Nomination and Remuneration Committee atits meeting held on February 8 2022.

The evaluation criteria are broadly based on the Guidance Note on Board Evaluationissued by the Securities and Exchange Board of India ("SEBI") on January 52017.

In a separate meeting of the Independent Directors the performance of non-independentdirectors the Board as a whole and Chairman of the Company was evaluated taking intoaccount the views of Executive and Non-Executive Directors.

The Board Evaluation Report for the financial year 2021-22 was adopted at the BoardMeeting held on May 20 2022.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act the Board of Directors to the best of itsknowledge and ability confirms that:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at the end of the financial year andthe profit of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls followed by the Company andthat such internal financial controls are adequate and were operating effectively and

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has laid down adequate internal financial control procedures whichcommensurate with its size and nature of business including adherence to the Company'spolicies safeguarding of its assets prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and timely preparation of reliablefinancial disclosures.

The details of adequacy of Internal Financial Controls are given in ManagementDiscussion and Analysis Report which forms an integral part of this Annual Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance andbelieves in adopting best practices of Corporate Governance. The report on CorporateGovernance as stipulated under the Listing Regulations together with a certificate fromShri Sadashiv V. Shet Practicing Company Secretary confirming compliance with theconditions of Corporate Governance forms part of this Annual Report.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The details of Loans Guarantees and Investments covered under the provisions ofSection 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules2014 are given in the Notes to the Financial Statements.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts or transactions entered by the Company during the financial year underreview with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company has not entered into any contracts / arrangements /transactions which are required to be reported in Form No. AOC-2 in terms of Section134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts)Rules 2014 and hence does not forms part of this Annual Report.

The policy on materiality of related party transactions as approved by the Board can beaccessed on Company's website at www.primaplastics.com.

In accordance with Ind AS 24 the related party transactions are also disclosed in thenotes to the standalone financial statements.

STATUTORY AUDITORS

M/s. Khimji Kunverji & Co LLP Chartered Accountants (Firm Registration No.105146W/W100621) were appointed as the Statutory Auditors of the Company by the members attheir 23rd AGM held in the year 2017 to hold the office till the conclusion ofthe ensuing 28th AGM to be held in year 2022.

Pursuant to the Section 139 of the Act and the rules made thereunder the Board ofDirectors of the Company at its Board Meeting held on May 20 2022 on recommendation ofthe Audit Committee has proposed the appointment of M/s. C N K & Associates LLPChartered Accountants ("CNK") (Firm Registration No. 101961W/W-100036) as theStatutory Auditors of the Company to hold the office from the conclusion of ensuing 28thAGM to be held in the year 2022 till the conclusion of 33rd AGM to be held inthe year 2027 subject to approval of the Members of the Company.

The Company has received their written consent and a peer review certificate that theysatisfy the criteria provided under Section 141 of the Act and that the appointment ifmade shall be in accordance with the applicable provisions of the Act and rules framedthereunder. CNK is a firm of Chartered Accountants registered with the Institute ofChartered Accountants of India. CNK was established in the year 2002. With a team of closeto 500 people spread across 9 locations (including Dubai and Sharjah) CNK along with itsassociate firms has worked in tandem alongside companies of all sizes by collaboratingacross service lines and geographical locations. Accordingly a resolution proposing theappointment of M/s. C N K & Associates LLP Chartered Accountants as the StatutoryAuditors of the Company for a term of five consecutive years forms part of the Noticeconvening the 28th AGM.

The Report given by M/s. Khimji Kunverji & Co LLP on the financial statement of theCompany for the year 2022 is part of the Annual Report. The Notes on financial statementreferred to in the Auditor's Report are self-explanatory and do not call for any furthercomments. The Auditor's Report does not contain any qualification reservation adverseremark or disclaimer.

SECRETARIAL AUDITOR

The Board of Directors appointed Shri Sadashiv V. Shet Practicing Company Secretary(FCS: 2477 / COP 2540) as Secretarial Auditor of the Company to undertake the SecretarialAudit for the financial year 2021-22. The Secretarial Audit Report for the financial yearended March 31 2022 pursuant to the provisions of Section 204 of the Act is annexedherewith this report as Annexure 2.The Secretarial Audit Report is self-explanatoryand does not call for any further comments. The Secretarial Audit Report does not containany qualification reservation or adverse remarks.

During the year your Company has complied with applicable Secretarial Standards i.e.SS-1 and SS-2 relating to "Meetings of the Board of Directors" and"General Meetings" respectively.

In terms of Section 204 of the Act read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors at their meetingheld in May 20 2022 appointed Shri Prashant Diwan Practicing Company Secretary (FCS:1403 / COP : 1979) as the Secretarial Auditor of the Company in relation to the financialyear ending March 31 2023.

The Company has received their written consent that the appointment is in accordancewith the applicable provisions of the Act and rules framed thereunder.

INTERNAL AUDITOR

The Company has appointed M/s. Shailesh Kamdar & Associates LLP as the InternalAuditor of the Company.

REPORTING OF FRAUDS BY AUDITORS

During the year under review neither the Statutory Auditor nor the Secretarial Auditorhas reported to the Audit Committee under Section 143(12) of the Act any instances offraud committed against the Company by its officers or employees.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments which affect the financial position ofthe Company which have occurred between the end of the financial year to which thefinancial statements relate and date of this report.

There has been no change in the nature of business of the Company.

SIGNIFICANT AND MATERIAL ORDERS

There were no significant and material orders passed by the Regulators Courts orTribunals impacting the going concern status and the Company's operations in future.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OFTHE FINANCIAL YEAR

There were neither any applications made under the Insolvency and Bankruptcy Code 2016nor any proceedings were pending.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIMESETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIALINSTITUTIONS ALONG WITH THE REASONS THEREOF

Not Applicable

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Act are not applicable for the business activitiescarried out by the Company.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with 134(3) of the Act Annual Return (in e-form MGT-7)for the financial year ended March 31 2022 is available on the Company's website atwww.primaplastics.com.

RISK MANAGEMENT

The Board of Directors have framed a Risk Management Policy for identification ofelements of risk if any which in the opinion of the Board may threaten the existence ofthe Company and is designed to identify assess and frame a response to threats thataffect the achievement of its objectives.

COMMITTEES

The details pertaining to Committees of the Board are included in the CorporateGovernance Report which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of Section 135 of the Act and the rules madethereunder your Company has constituted Corporate Social Responsibility ("CSR")Committee of Directors. The role of the Committee is to review and monitor CSR activitiesof the Company and recommend to the Board the amount to be spent on CSR annually. TheCommittee presently consists of four Directors and the Chairperson of the Committee is aNon-Executive Independent Director.

The Company continued its philosophy of improving the society by keeping its focus onhealth child education environment and communities. The CSR policy formulated byCommittee and approved by the Board can be accessed at www.primaplastics.com.

Pursuant to Rule 8 of Companies (Corporate Social Responsibility Policy) Rules 2014Annual Report on the CSR activities for the financial year ended March 31 2022 is annexedas Annexure 3 to this report.

Further in terms of the amended CSR Rules the Chief Financial Officer of the Companyhas certified that the funds disbursed for CSR have been used for the purpose and in themanner approved by the Board for the financial year ended 2022.

NOMINATION AND REMUNERATION COMMITTEE

Details of the Company's policy on Director's appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters is available on the website of the Company at www.primaplastics.com.

PARTICULARS OF EMPLOYEES

The particulars of employees as required under Section 197 of the Act read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is attached as Annexure 4 to this report.

HUMAN RESOURCES

Employees being the key assets to any organization your Company considers and ensuresto provide a safe and healthy environment for all its employees.

Your Company is committed to creating a safe and healthy work environment where everyemployee is treated with respect and is able to work without fear of discriminationprejudice gender bias or any form of harassment at the workplace.

Your Company's total employees as at March 31 2022 were 328.

The Company has in place a policy on prevention against sexual harassment which isfrequently communicated among the employees of the Company through various programs atregular intervals. The Company has set up Internal Complaints Committee ("ICC")both at the registered office and at every location where it operates in India which havemen and women committee members as per the Regulations.

The details of complaints pertaining to sexual harassment that were filed disposed andpending during the financial year are provided in the Corporate Governance Report whichforms part of this Annual Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act is annexedherewith as Annexure 5 to this report.

VIGIL MECHANISM / WHISTLE-BLOWER POLICY

Over the years the Company has established a reputation for doing business withintegrity and maintained zero tolerance for any form of unethical behaviour. The Companyhas a Whistle Blower Policy and has established the necessary vigil mechanism forDirectors and Employees in accordance with the provisions of the Act and ListingRegulations to report concerns about unethical behavior. The Whistle Blower Policy isavailable on the Company's website and can be accessed at www.primaplastics.com.

ACKNOWLEDGEMENT

The Directors wish to convey their gratitude and appreciation to all of the employeesof the Company for the commitment and efforts put in by them. The Directors would alsolike to thank the shareholders customers dealers suppliers bankers government and allother business associates for the continued support given by them to the Company.

For and on behalf of the Board

Bhaskar M. Parekh

Executive Chairman DIN: 00166520

Mumbai June 30 2022

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