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Prime Fresh Ltd.

BSE: 540404 Sector: Others
NSE: N.A. ISIN Code: INE442V01012
BSE 00:00 | 30 Jun 81.00 0
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NSE 05:30 | 01 Jan Prime Fresh Ltd
OPEN 81.00
PREVIOUS CLOSE 81.00
VOLUME 1500
52-Week high 106.00
52-Week low 37.15
P/E 30.11
Mkt Cap.(Rs cr) 96
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 81.00
CLOSE 81.00
VOLUME 1500
52-Week high 106.00
52-Week low 37.15
P/E 30.11
Mkt Cap.(Rs cr) 96
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Prime Fresh Ltd. (PRIMEFRESH) - Director Report

Company director report

To

The Members

Prime Fresh Limited

(Formerly Known as 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 2021.

FINANCIAL PERFORMANCE:

The highlights of the financial results for the financial year 2020-21 are as follows :

(In Rs.)
PARTICULARS YEAR ENDED 31.03.2021 YEAR ENDED 31.03.2020
Revenue From Operations 585513699 472431283
Other Income 881187 1.04.930
Total Revenue 58.63.94.886 472536.213
Profit before Financial Expenses Preliminary expenses. Depreciation and Taxation 40755285 28641736
Less: Financial expenses 7899347 5788117
Less: Depreciation & Preliminary Expenses 905.205 10.68.612
Profit Before Taxation 31950733 21785007
Less: Provision for current tax 9175932 5595284
Add/(Less) : Deferred tax (37999) (62205)
Profit After Taxation 22812800 16251928
Less: Proposed Dividend NIL NIL
Less: Tax on Dividend NIL NIL
Add/(Less): Surplus Brought Forward from previous year 42631663 26379735
Transfer to reserves Nil Nil
Balance carried over to Balance Sheet 654.44.463 42631663

REVIEW OF OPERATIONS:

The Company has reported income from operation during the year is Rs. 58.55.13699/- ascompared to the previous year's income from operation of Rs.472431.283/-. The Companyhas earned net profit before tax of Rs. 31950733 as against previous year's net profitbefore tax of Rs. 21785007.

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.

DIVIDEND:

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 Fanning 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".

DEPOSITS:

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:

Particulars of Investments loan made by the Company are provided in Note to theFinancial Statements. Further The Company has not provided any Guarantees covered underthe provisions of Section 186 of the Companies Act 2013.

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:

(In Rs.)
Particulars Amount In Foreign currency
Out Flow NIL
Earning NIL

INDUSTRIAL RELATIONS:

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 Nine Directors out of which one is ManagingDirector two are Whole-time Directors and rest of the Directors are Non-ExecutiveDirector and Non-Executive Independent Directors. The maximum gap between any two boardmeetings is not more than 120 days. During the financial year 2020-21 there were NINE (9)meetings of the board held on 30th June 2020 28th July 2020 21st October 2020 12thNovember 2020 2nd December 2020 2nd January 2021 13th January 2021 25th January2021 and 26th March 2021.

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 9 9 Yes - - -
Mr. Hiren Ghelani 9 4 Yes - - -
Mrs. Neha Ghelani 9 9 Yes - - -
Independent Director
Mr. Brijesh Misra 9 8 Yes - - -
Mr. Gaurav R Meena 0 0 No - - -
Mr. Ravi Menon 9 5 Yes - - -
Mr. Umesh Patel 9 7 Yes - - -
Non-Executive Director
Mr. Mayur Thakkar 9 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.

Audit Committee:

During the financial year 2020-21 Five (5) meetings of the Audit Committee were heldon 30th June 2020 21st October 2020 12th November2020 25th January 2021 and 26thMarch 2021. 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. Umesh Patel Chairman 5 4
2 Mr. Brijesh Misra Member 5 4
3 Mr. Hiren Ghelani Member 5 3

Nomination and Remuneration Committee:

During the financial year 2020-21 there were Three (3) meeting held of the Nominationand Remuneration Committee. The details of the composition of the committee and attendanceat its meeting are set out in the following table:

S.N. Name Designation Meetings held during Tenure Meetings Attended
1 Mr. Ravi Menon Chairman 3 2
2 Mr. Brijesh Misra Member 3 3
3 Mr. Umesh Patel Member 3 2

Stakeholders Relationship Committee:

During the financial year 2020-21 4(Four) Stakeholders Relationship Committee wereheld on 30th June 2020 21st October. 2021 25th January 2021 and 26th March. 2021. 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 3
3 Mr. Umesh Patel Member 4 3

Finance Committee

During the financial Year 2020-21 4(Four) Finance Committee were held on 15thSeptember 2020 3rd November 2020 25th January 2021 and 26th March 2021. The detailsof the composition of the committee and attendance at its meeting are set out in thefollowing table:

S.N. Name Designation Meetings held during Tenure Meetings Attended
1 Mr. Jinen Ghelani Chairman 4 4
2 Mrs. Neha Ghelani Member 4 4
3 Mr. Brijesh Misra Member 4 3

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

1. Changes in Composition of Board of Directors:

There were following changes made in composition of Board of Directors during the F.Y.2020-21.

1 Mr Mihir Manek (DIN: 07254045) Independent Director resigned from the Company on 30thJune 2020.

2. Mr Gaurav R Meena (DIN: 07678312) appointed as an Independent Director of theCompany w.e.f 1st May 2021.

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. Hiren Ghelani (DIN: 02212587) willretire by rotation at the ensuing Annual General Meeting and being eligible offer herselffor 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 to thenotice convening 14th Annual General Meeting.

5. Changes in other Key Managerial Personnel

There is no change in other Key Managerial Personnel.

DIRECTORS' RESPONSIBLE 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 2021 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.

LISTING

The equity shares of our Company are listed on SME platform of BSE and the Company haspaid the annual listinq fees for the FY2021-22.

RELATED PARTY TRANSACTIONS:

The Company has formulated a Policy on Related Party Transactions and the same isavailable on Prime's website at www.primefreshlimited.com: The Policy intends toensure that proper approval reporting and disclosure processes are in place for alltransactions between the Company and related parties. All the related party transactionsentered into during the financial year were on an arm's length basis and were in theordinary course of business v/ere reviewed and approved by the Audit Committee. Allrelated party transaction are placed before Audit Committee for its review on quarterlybasis. Your Company had not entered into any transactions with related parties which couldbe considered material in terms of Section 188 of the Companies Act 2013. Accordinglythe disclosure of related party transactions as required under Section 134(3) (h) of theCompanies Act 2013 in Form AOC 2 is annexed to "Annexure: E"

AUDITORS:

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.

INTERNAL AUDITORS:

M/S SNDK & ASSOCIATES LLP Chartered Accountants (Firm Registration No. W100060)has been appointed as Internal Auditor of the Company for the F.Y. 2021-22 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. Paliwal & Co (Formerly Known as AlpeshDhandhlya & Associates) Company Secretaries Ahmedabad to undertake the SecretarialAudit of the Company for the financial year ended 31st March 2021. The Secretarial AuditReport is annexed herewith as Annexure- "B which is self-explanatory and givescomplete 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 take 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. Disclosureunder Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is not applicable as no employee falls under the threshold provided therein.

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.

VIGIL MECHANISM:

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.primefreshlimited.com:

NOMINATION AND REMUNERATION POLICY:

The Nomination and Remuneration policy posted on the website of the Company www.primefreshlimited.com;currently no compensation is paid to the Non- Executive Directors of the Companyexcept for the sitting fees as per provisions of Companies Act 2013.

CORPORATE GOVERNANCE:

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. 2020-2021 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. The Framing of Charges is also not done yet. The Complainanthas not been able to provide any concrete evidence or any meaningful document (even after4 years of her complain) at any of the forums for the matter to progress to the nextstage.

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.

CERTIFICATION:

During the year under review the Company having the following certificationspertaining to the Highest International Standard of Food Safety and Hygiene:

1. FSSAI Central & state License

2. APEDA Recognition

3. IEC: Import Export Code

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 2021 and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

Registrar of Companies. Ahmedabad has issued order on 10th June 2019 in matter ofAdjudication proceedings under Section 118 and section 454 of the Companies Act 2013 whichwas not accepted by the Promoters and KMP of the Company and therefore Company has filledMemorandum of Appeal before Regional Director. Aside it. there are no significant materialorders passed by the Regulators/Courts which would impact the going concern status of theCompany 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 Fresh Limited
Date : 16.08.2021 (Formerly Known as Prime Customer Services Limited)
Place : Ahmedabad Jinen Ghelani
Managing Director& CFO
(DIN: 01872929)

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