Prime Customer Services Limited
The Board of Directors has pleasure in presenting their Report along with Annual Reportand Audited Financial Statements for the year ended 31st March 2019.
The highlights of the financial results for the financial year 2018-19 are as follows: (InRs.)
|PARTICULARS ||YEAR ENDED ||YEAR ENDED |
| ||31.03.2019 ||31.03.2018 |
|Revenue From Operations ||431776070 ||361160805 |
|Other Income ||46930 ||80812 |
|Total Revenue ||431823000 ||361241617 |
|Profit before Financial Expenses Preliminary expenses Depreciation and Taxation ||22069608 ||17516167 |
|Less: Financial expenses ||3455840 ||1909451 |
|Less: Depreciation & Preliminary Expenses ||1321436 ||1641388 |
|Profit Before Taxation ||17292332 ||13965328 |
|Less: Provision for current tax ||4848141 ||4130640 |
|Add / (Less) : Deferred tax ||179449 ||170284 |
|Profit After Taxation ||12623640 ||10004972 |
|Less: Proposed Dividend ||NIL ||NIL |
|Less: Tax on Dividend ||NIL ||NIL |
|Add/(Less): Surplus Brought Forward from previous year ||13756095 ||3751123 |
|Transfer to reserves ||NIL ||NIL |
|Balance carried over to Balance Sheet ||52844789 ||40221149 |
REVIEW OF OPERATIONS:
The Company has reported income from operation during the year is Rs. 43 17 76070 ascompared to the previous year's income from operation of Rs. 36 11 60805. The Companyhas earned net profit before tax of Rs. 1 72 92332 as against previous year's netprofit before tax of Rs. 1 39 65328.
CHANGE IN NATURE OF BUSINESS IF ANY AND FUTURE OUTLOOK:
During the year under review the Company has not done any changes in its nature ofBusiness.
No dividend was declared for the current Financial Year because Company retains itsearnings for the future growth of the Company.
CONSOLIDATED FINANCIAL STATEMENTS:
The accounts of the Florens Farming Private Limited and Florens Fresh Supply SolutionsPrivate Limited are consolidated with the accounts of the Company in accordance with theprovisions of Accounting Standards AS-21 on consolidated financial statement issued by theInstitute of Chartered Accountants of India Companies Act 2013 read with Schedule III ofthe Companies Act 2013 and rules made thereunder and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The audited consolidated financial statementsare provided in this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis for the year under review as stipulated underSchedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015is included in this report as Annexure-"A".
During the year under review your Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 and rules made thereunder.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013. The detail of the investments made by company isgiven in the notes to the standalone financial statements.
INTERNAL CONTROLS AND THEIR ADEQUACY:
The Company has adequate internal controls and processes in place with respect to itsfinancial statements which provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements. These controls andprocesses are driven through various policies procedures and certifications. Theprocesses and controls are reviewed periodically. The Company's internal control system iscommensurate with its size scale and complexities of its operations.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. All employees (permanent contractual temporary trainees) arecovered under this policy. There was no case of sexual harassment reported during the yearunder review.
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:
The Company has taken precautionary steps for conservation of energy & technologyabsorption by implementing various measures & efforts which improve the productivityof the machineries improve quality of a product reduce the cost of a manufacturing andno specific investment has been made in reduction in energy consumption.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the period under review foreign exchange earnings or out flow reported asfollow:
|Particulars ||Amount In Foreign currency |
|Out Flow ||NIL |
|Earning ||NIL |
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.
COMPOSITION OF BOARD AND STATUTORY COMMITTEES FORMED THEREOF Board of Directors:
The Board of the Company comprises of eight Directors out of which one is ManagingDirector three are Whole-time and rest of the Directors are Non-Executive IndependentDirectors. The maximum gap between any two board meetings is not more than 120 days.During the financial year 2018-19 there were SIX (6) meetings of the board held on 30thMay 2018 13th August 2018 28th September 2018 14th November 2018 19th February2019 and 19th March 2019.
|Name ||Attendance at Meetings || || ||Number of other Directorship & Committee Membership / Chairmanship** |
| ||No. of Board ||Meetings ||Last AGM ||Other Directorship* ||Committee Membership ||Committee Chairmanship |
| ||Meetings held during Tenure ||Meetings Attended || || || || |
|Whole-time Director || || || || || || |
|Mr. Jinen Ghelani ||6 ||4 ||Yes ||- ||- ||- |
|Mr. Hiren Ghelani ||6 ||4 ||Yes ||- ||- ||- |
|Mrs. Neha Ghelani ||6 ||3 ||Yes ||- ||- ||- |
|Mr. Sameer Rajguru ||6 ||3 ||No ||- ||- ||- |
|Independent Director || || || || || || |
|Mr. Brijesh Misra ||6 ||5 ||Yes ||- ||- ||- |
|Mr. Mihir Manek ||6 ||5 ||Yes ||- ||- ||- |
|Mr. Ravi Menon ||6 ||2 ||No ||- ||- ||- |
|Mr. Umesh Patel ||6 ||4 ||Yes ||- ||- ||- |
*Directorships and Committee member/Chairmanship in other companies mentioned aboveexcludes directorships in private limited companies unlimited companies foreigncompanies and companies incorporated under section 8 of the Companies Act 2013.
**While calculating the number of Membership / Chairmanship in Committees of othercompanies Membership / Chairmanship of only Audit Committee and Stakeholders RelationshipCommittee have been considered pursuant to Regulation 18 and Regulation 20 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. None of the Directoris a member in more than ten committees and act as a Chairman in more than five committeesacross all companies in which he is a Director.
During the financial year 2018-19 five (5) meetings of the Audit Committee were heldon 30th May 2018 13th August 2018 14th November 2018 19th February 2019 and 19thMarch 2019. The details of the composition of the committee and attendance at its meetingare set out in the following table:
|S.N. ||Name ||Designation ||Meetings held during Tenure ||Meetings Attended |
|1 ||Mr. Mihir Manek ||Chairman ||5 ||5 |
|2 ||Mr. Brijesh Misra ||Member ||5 ||4 |
|3 ||Mr. Hiren Ghelani ||Member ||5 ||4 |
Nomination and Remuneration Committee:
During the financial year 2018-19 there were no meeting held of the Nomination andRemuneration Committee. The details of the composition of the committee and attendance atits meeting are set out in the following table:
|S.N. ||Name ||Designation ||Meetings held during Tenure ||Meetings Attended |
|1 ||Mr. Ravi Menon ||Chairman ||0 ||0 |
|2 ||Mr. Brijesh Misra ||Member ||0 ||0 |
|3 ||Mr. Mihir Manek ||Member ||0 ||0 |
Stakeholders Relationship Committee:
During the financial year 2018-19 4(Four) Stakeholders Relationship Committee wereheld on 30th May 2018 13th August 2018 14th November 2018 and 19th February 2019.Thedetails of the composition of the committee and attendance at its meeting are set out inthe following table:
|S.N. ||Name ||Designation ||Meetings held during Tenure ||Meetings Attended |
|1 ||Mr. Brijesh Misra ||Chairman ||4 ||3 |
|2 ||Mr. Ravi Menon ||Member ||4 ||2 |
|3 ||Mr. Mihir Manek ||Member ||4 ||4 |
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
1. Changes in Composition of Board of Directors:
There were no changes made in composition of Board of Directors during the F.Y.2018-19.
I) Mr. Mayur Nanalal Thakkar has been appointed as Additional Non Executive Directorafter end of Financial Year i.e. 23rd April 2019.
2. Independent Directors
The Independent Directors have submitted their declarations of independence asrequired pursuant to the Section 149(7) of the Companies Act 2013 stating that they meetthe criteria of independence as provided in Section 149(6) of the Companies Act 2013.
3. Retirement by Rotation
In accordance with the provisions of Section 152(6) of the Companies Act 2013 and interms of Articles of Association of the Company Mr. Sameer Rajguru Ramesh (DIN:07198139)will retire by rotation at the ensuing Annual General Meeting and being eligibleoffer himself for re-appointment. The board recommends his appointment.
4. Profile of the Directors seeking appointment / reappointment:
As required under Regulation 36 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 Particulars of the Director retiring by rotation andseeking appointment / re-appointment at the ensuing Annual General Meeting is annexed tothe notice convening 12th Annual General Meeting.
5. Changes in other Key Managerial Personnel
i) Mrs. Shivangi Shah resigned from the office of Company Secretary of the Companyw.e.f. 19th February 2019. There was no other appointment or cessation of key managerialpersonnel during the financial year.
ii) Ms. Riya Doshi has been appointed as Company secretary of the Company after the endof Financial Year i.e. 23rd April 2019.
DIRECTORS' RESPONSIBLITY STATEMENT:
In accordance with the provisions of the Section 134 of the Companies Act 2013 thedirectors confirm that:
a) in the preparation of the annual accounts for the year ended 31st March 2019 theapplicable accounting standards had been followed along with proper explanation relatingto material departures;
b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitand loss of the Company for that period;
c) they have 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) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and
f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
The equity shares of our Company are listed on SME platform of BSE and the Company haspaid the annual listing fees for the FY2019-20
RELATED PARTY TRANSACTIONS:
All the related party transactions entered into during the financial year were on anarm's length basis and were in the ordinary course of business. Your Company had notentered into any transactions with related parties which could be considered material interms of Section 188 of the Companies Act 2013. Accordingly the disclosure of relatedparty transactions as required under Section 134(3) (h) of the Companies Act 2013 in FormAOC 2 is not applicable.
At the Annual General Meeting held on 30th September 2016 M/s O. P. Bhandari &Co. Chartered Accountants (Firm Registration No: 112633W) Ahmedabad were appointed asstatutory auditors of the Company to hold office for a period of five (5) years i.e.2016-17 2017-18 2018-19 2019-20 and 2020-21 (subject to ratification of the appointmentby the Members at every Annual General Meeting held after this Annual General Meeting ofthe Company). In accordance with the Companies Amendment Act 2017 enforced on 7th May2018 by the Ministry of Corporate Affairs the appointment of Statutory Auditor is notrequired to be ratified at every Annual General Meeting. Observations of the auditors intheir report together with the notes on accounts are self-explanatory and therefore inthe opinion of Directors do not call for any further explanation.
M/s DBD & Associates Chartered Accountants (Firm Registration No. 145761W) hasbeen re-appointed as Internal Auditor of the Company for the F.Y. 2018-19 pursuant toprovisions 138 and any other applicable provisions of the Companies Act 2013 and therules made thereunder.
COST AUDIT REPORT:
As per provision of section 148(3) of Companies Act 2013 and rule 6(2) of Companies(Cost records and audit) Rules 2014 the company is not required to appoint a costauditor to audit the cost records of the company.
SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company with theapproval of its Board appointed M/s. Umesh Ved &Associates Company SecretariesAhmedabad to undertake the Secretarial Audit of the Company for the financial year ended31st March 2019. The Secretarial Audit Report is annexed herewith as Annexure- "Bwhich is self explanatory and give complete information.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure C".
BUSINESS RISK MANAGEMENT:
The Company has implemented various policies from ground level to the top levelmanagement for identifying the risk measuring the same and takes corrective measures formanaging the risk.
PARTICULARS OF EMPLOYEES:
The details related to employees and their remuneration as required under Section197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are mentioned in Annexure D' to this Board's Report.Disclosure under Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is not applicable as no employee falls under the threshold providedtherein.
CORPORATE SOCIAL RESPONSIBILITY:
The provision of section 135 of Companies Act 2013 for implementing Corporate SocialResponsibility Policy constitute committee and expenditure thereof is not applicable tothe company.
The Company has established a Vigil Mechanism for directors and employees to reportgenuine concerns. The vigil mechanism provide for adequate safeguards againstvictimization of person who use Vigil Mechanism and also provide for direct access to theChairman of the Audit Committee. The details of Vigil Mechanism are displayed on thewebsite of the Company www.primecustomer.co.in.
NOMINATION AND REMUNERATION POLICY:
The Nomination and Remuneration policy posted on the website of the Companywww.primecustomer.co.in currently no compensation is paid to the Non- Executive Directorsof the Company except for the sitting fees as per provisions of Companies Act 2013.
The Company being listed on the Small and Medium Enterprise platform is exempted fromprovisions of corporate governance as per Regulation 15 of Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015. Hence nocorporate governance report is disclosed in this Annual Report.
DETAILS OF COMPLAINTS RECEIVED AND REDRESSED:
During the F.Y. 2018-19 Company has not received any complain from any shareholders.Further the Complaints received from Dimple Khetan as mentioned in earlier Annual Reportof F.Y. 2017-18 SEBI has disposed this complaint and ROC has not found any violation anderror in said Transaction and currently the matter is under sub Judice at Andheri courtand Hon'ble NCLT Ahmedabad.
EVALUATION OF BOARD PERFORMANCE:
The Company has taken various measures for obtain commitment by all board members tothe process of performance evaluation by means of set performance criteria plan theprocess and gather the information discuss and interpret the data develop a plan offollow-up; identify areas for change and set goals for effective performance of the boardmembers & individual Director also.
During the year under review the Company having the following certificationspertaining to the Highest International Standard of Food Safety and Hygiene:
2. APEDA Recognition
3. IEC: Import Export Code
4. ISO Certificate
COMPLIANCE WITH THE SECRETARIAL STANDARD
The Company has complied with all the provisions of Secretarial Standards on BoardMeetings and General Meetings issued by the Institute of Company Secretaries of India.
OTHER REGULATORY REQUIREMENT:
The Company has been complied with all regulatory requirements of central governmentand state government and no order has been passed by the regulatory authority which hasimpact the going concern status & company's performance in future.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between 31st March 2019 and the date of this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
ACKNOWLEDGEMENT AND APPRECIATION:
Yours Directors place on record their appreciation of the sincere and devoted servicesrendered by all employees of the company and the continued support and confidence of thecustomers. The Board expresses special thanks to progressive farmers who have worked hardto achieve International Standards in the quality of their produce. The Board alsoexpresses its sincere thanks to Banks Financial Institutions Government AuthoritiesAgricultural and Processed Food Products Export Development Authority (APEDA) FSSAI andall other well wishers for their timely support.
| ||By Order of the Board of Directors |
| ||For Prime Customer Services Limited |
|Date : 3rdAugust 2019 ||Jinen Ghelani |
|Place : Ahmedabad ||Managing Director & CFO |
| ||(DIN: 01872929) |