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Prime Industries Ltd.

BSE: 519299 Sector: Financials
NSE: N.A. ISIN Code: INE543F01010
BSE 00:00 | 24 Aug Prime Industries Ltd
NSE 05:30 | 01 Jan Prime Industries Ltd
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Prime Industries Ltd. (PRIMEINDS) - Director Report

Company director report

To

The Members

The Directors of Prime Industries Limited (PIL) have great pleasure in presenting their26th Annual Report of the company together with the audited statements ofaccounts for the financial year ended 31st March 2018 along with report of theStatutory Auditors thereon.

1. Financial summary of the Company

The summary of financial results of the Company for the period ended 31stMarch 2018 is as under:

(Rs.In Lacs)
PARTICULARS Figures for the year ended 31st March 2018 Figures for the year ended 31st March 2017
Total Revenue 114.55 43.65
Total Expenses 104.26 42.94
Profit Before Tax 10.29 0.71
Tax Expense 1.80 0.04
Profit For The Period 8.49 0.67

2. Management Discussion & Analysis

During the year under review your Company has registered gross operating & otherincome of Rs. 114.55 Lacs as compared to Rs. 43.65 Lacs in previous year.

3. Dividend

Keeping in view the present economic situations the board recommends retaining theearnings in the Company hence the Board has not recommended any dividend on the equityshare capital of the Company.

4. Reserves

No amount is being transferred to reserve & surplus in the current year.

5. Brief description of the Company's working during the year.

In this year of its operations i.e. FY 2017-18 your company‘s revenue during theyear under review increased to Rs. 114.55 Lacs as compared to Rs. 43.65 Lacs in previousyear. Your company‘s Net Profit after tax is Rs. 8.49 Lacs as compared to Rs.0.67Lacs in the previous year.

6. Material changes and commitments if any affecting the financial position ofthe company which have occurred between the end of the financial year of the company towhich the financial statements relate and the date of the report.

No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year to which the Financial Statementsrelate and the date of the Report.

7. Significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.

During the year under review no significant and material orders have been passed by theRegulators / Courts that would impact the going concern status of the Company and itsfuture operations.

8. Adequacy of Internal Control.

The Company has a proper and adequate system of internal control to ensure that allassets are safeguarded properly utilized and protected against loss from un-authorizeduse or disposition and those transactions are authorized and recorded by the concerneddepartments properly and reported to the Audit Committee/Board correctly. The Company hasalso in place adequate internal financial controls with reference to financial statements.Such controls are tested from time to time and no reportable material weakness in thedesign or operation has been observed so far.

9. Subsidiary/Joint Ventures/Associate Companies.

The Company did not have any Subsidiary Joint Venture or Associate Company during theyear under review.

10. Deposits.

The Company has not accepted any public deposits pursuant to the provisions of Section73 to 76 of the Companies Act 2013 and the rules made there under and as such no amounton account of principal or interest on Pubic Deposits was outstanding on the date of theBalance Sheet.

11. Auditors

(a) Statutory Auditors

M/s. Sukhminder Singh & Co. Chartered Accountants were appointed as the StatutoryAuditors of the Company in the AGM held on 29.09.2017 for a period of 2 years from theconclusion of the 25th AGM of the Company till the conclusion of 27thAGM of the Company subject to annual ratification at respective AGMs. The Auditor hasfurnished a certificate to the effect that their ratification if made at the ensuingAGM will be within the limits prescribed under Section 141 of the Companies Act 2013 andthat they are not beneficially holding any security or interest in the Company as definedunder Companies Act 2013. Consequently The Board on recommendation of the AuditCommittee recommends to ratify the appointment of M/s Sukhminder Singh & Co.Chartered Accountants as the Statutory Auditors of the Company for Financial Year 2018-19by the members at the AGM. Members are requested to consider to ratify their appointmentand authorize the Board of Directors to fix their remuneration for the year 2018-19.

(b) Secretarial Auditors and Secretarial Audit Report

Pursuant to Section 204 of the Companies Act 2013 your Company had appointed M/s RajivBhambri & Associates Company Secretaries in practice Ludhiana as its SecretarialAuditors to conduct the secretarial audit of the Company for the FY 2017-18. The Companyprovided all assistance and facilities to the Secretarial Auditor for conducting theiraudit. The Report of Secretarial Auditor for the FY 2017-18 is annexed to this report.

12. Auditors' Report

M/s Sukhminder Singh & Co. Chartered Accountants Statutory Auditors of theCompany have audited the accounts of the Company for the year 2017-18 and their Report isannexed. Pursuant to Section 143(3)(i) of the Companies Act 2013 the Statutory Auditorshave also reported on the adequacy and operating effectiveness of the internal financialcontrols system over financial reporting which has been enclosed as Annexure‘ toIndependent Auditor‘s Report. Significant Audit observations if any and correctiveactions taken by the Management are presented to the Audit Committee of the Board fromtime to time. There are no qualifications reservations or adverse remarks or disclaimersmade in the Auditor‘s Report.

13. Extract of the annual return

The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder the provisions of the Companies Act 2013 forms an integral part of Board Report.Form MGT-9 is available on the website of the Company and can be accessed at http://www.primeindustrieslimited.com/mgt-9-2018.pdf

14 . Conservation of energy technology absorption and foreign exchange earningsand outgo

Information with respect to Conservation of energy technology absorption foreignexchange earnings and outgo pursuant to Section 134 of the Companies Act 2013 read withRule 8(3) of the Companies (Accounts) Rules 2014 is not applicable because there are nomanufacturing activities in the Company.

15. Directors & Key Managerial Personnel

The Company‘s Board comprised six Directors as on March 31 2018 viz. Mr.Rajinder Kumar Singhania Managing Director (Promoter) Mr. Harjeet Singh AroraNon-Executive Director / Promoter Mrs. Parveen Singhania Non-Executive Woman Director /Promoter Mr. Darshanjit Singh Minocha Non-Executive Non-Independent Director and twoIndependent Directors Mr. Ashwani Kumar and Mr. Rajiv Kalra. The Board thereforepresently comprises of six Directors.

(a) Statement on Declaration by Independent Directors

The Company has received declaration from each independent director under Section149(7) of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ( Listing Regulations‘) that they meet the criteriaof independence laid down in the Companies Act 2013 and Listing Regulations. In terms ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and based on theDeclarations received by the Company under Section 149(7) of the Companies Act 2013 thefollowing Non-Executive Directors are identified as Independent Directors of the Companyas on March 31 2018: i) Mr. Ashwani Kumar ii) Mr. Rajiv Kalra

(b) Appointment / Re-appointment / Resignation / Retirement of Directors.

In order to ensure compliance with Section 152(6) of the Act the Board has consideredMrs. Parveen Singhania Director being longest in office shall retire at the ensuing AGMand being eligible offers herself for re-appointment for ensuring compliance withSection 152(6) of Act. Relevant details including brief profile of the Director seekingappointment / re-appointment at the ensuing Annual General Meeting have been furnished inthe Notice of the Annual General Meeting. There were no appointments/Resignations ofDirectors/Key Managerial Personnel during the Financial Year 2017-18. However Ms. SharonArora resigned from the position of Company Secretary of the Company w.e.f. 19.05.2018 andMs. Jasleen Kaur Bath was appointed as the Company Secretary of the Company w.e.f.30.05.2018

(c) Remuneration to Directors/Employees and related analysis.

During the year under review no employee of the Company received salary in excess ofthe limits as prescribed under the Act. Accordingly no particulars of employees are beinggiven pursuant to Section 134 of the Companies Act 2013 read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. The detailspertaining to the ratio of the remuneration of each director to the median employee‘sremuneration and other prescribed details as required under section 197(12) of theCompanies Act 2013 read with rule 5(1) of the Companies (Appointment And Remuneration ofManagerial Personnel) Rules 2014 are annexed herewith and forms part of the Directors'Report.

(d) Key Managerial Personnel

Mr. Rajinder Kumar Singhania Managing Director Mr. Kashmir Singh Chief FinancialOfficer and Ms. Jasleen Kaur Bath Company Secretary of the Company are the Key ManagerialPersonnel as per the provisions of the Companies Act 2013 and rules made thereunder.

16. Number of meetings of the Board of Directors

The board meetings are convened by giving appropriate notice after obtaining theapproval of the Managing Director. The Board meets at least once a quarter to review theresults and other items on the agenda once a year for on the occasion of the annualshareholders‘ meeting. When necessary additional meetings are held. The agenda ofthe board meetings is drafted by the Company Secretary along with the explanatory notesand these are distributed in advance to the directors. Every Board member is free tosuggest the inclusion of items on the agenda. The agenda papers are prepared by theconcerned officials of the respective department and are approved by the ManagingDirector. Agenda papers are circulated to the Board by the Company Secretary. Additionalitems on the agenda are permitted with the permission of the Chairman. Alldivisions/departments in the Company are encouraged to plan their functions well inadvance particularly with regard to matters requiring discussion/ approval/ decision inthe board/ committee meetings. All such matters are communicated to the Company Secretaryin advance so that the same could be included in the agenda for the board meetings. TheBoard also passes resolutions by circulation on need basis. Minutes of the proceedings ofthe board meeting are prepared within 48 hours of the meeting. Draft minutes arecirculated to the Chairman for his comments. The minutes of all the Committees of theBoard of Directors of the Company are placed before the Board. The quarterly half-yearlyand the annual results are first placed before the Audit Committee of the Company andthereafter the same are placed before the Board of Directors. Regular meetings of theBoard are held to discuss and decide on various business policies strategies and otherbusinesses. Due to business exigencies certain business decisions are taken by the Boardthrough circulation from time to time. The Board met four (4) times during the FY 2017-18viz. on 30th May 2017 16th August 2017 14th November 2017 and 14th February 2018.

17. Committees of the Board

The Company has several Committees which have been established as a part of the bestcorporate governance practices and are in compliance with the requirements of the relevantprovisions of applicable laws and statutes. The Company has following Committees of theBoard:

• Audit Committee

To ensure the composition & independence of the Committee as per the Companies Act2013 the Audit Committee‘s composition and terms of reference are in compliance withprovisions of Section 177 of the Companies Act 2013 and Regulation 18 of the ListingRegulations.

Audit Committee is comprised of two Non- Executive Independent Directors and oneNon-Executive/ Non-Independent Director viz. Mr. Ashwani Kumar (Non- Executive/IndependentDirector) Mr. Rajiv Kalra (Non- Executive/Independent Director) and Mr. Harjeet SinghArora (Non- Executive/Non-Independent Director). All the Members of Audit Committee arefinancially literate and have accounting knowledge to interpret and understand thefinancial statements. Mr. Ashwani Kumar is re-confirmed to be the Chairman of the AuditCommittee. The Audit Committee meetings were held at the Registered Office of the Companyand Statutory Auditor Company Secretary and Head of Accounts Department are permanentinvitees to the meetings. The Company Secretary of the Company acts as the secretary ofthe Committee. During the year Audit Committee members met four (4) times on 30th May2017 16th August 2017 14th November 2017 and 14th February 2018

• Nomination and Remuneration Committee

Committee is constituted in line with the provisions of Regulation 19 of SEBI ListingRegulations read with Section 178 of the Act. The Nomination and Remuneration Committeecomprises of: Mr. Ashwani Kumar (Chairman) Mr.Harjeet Singh Arora and Mr. Rajiv KalraPolicy on Remuneration of Directors Key Managerial Personnel & senior employees isannexed herewith and forms the part of Board Report. Policy is also available on thewebsite of the Company and can be accessed athttp://www.primeindustrieslimited.com/nomination%20&%20remuneration%20PIL.pdf Onenomination and remuneration committee meeting was held during the year.

Stakeholders Relationship Committee

The Stakeholders‘ Relationship Committee is constituted in line with theprovisions of Regulation 20 of SEBI Listing Regulations read with section 178 of the Act.

The Stakeholders‘ Relationship Committee of Board (SRC) comprises Mr. HarjeetSingh Arora (Chairman) Mr. Darshan Jit Singh Minocha (Member). SRC monitors redressal ofcomplaints received from shareholders/ investors with respect to transfer of sharesnon-receipt of dividend non-receipt of Annual Reports interest payment on Bonds etc.SRC also takes note of number of transfers processed issue of fresh share certificatestop shareholders pattern of shareholding etc. During the FY 2017-18 no complaints werereceived. There was no complaint outstanding as on 31st March 2018. Also no instrumentsof transfer were pending as on 31st March 2018. The Company Secretary is the ComplianceOfficer of the Committee. The Committee meets as and when required to deal with theinvestor related matters etc One stakeholders' relationship committee meeting washeld during the year.

18. Listing / De-listing of Shares

The Shares of your Company are presently listed on The Bombay Stock Exchange LimitedMumbai (BSE) and the Annual Listing Fees for the year 2018-19 has already been paid to it.

19. Details of establishment of vigil mechanism for directors and employees

The Company has implemented a Whistle Blower Policy pursuant to which Whistle Blowerscan raise concerns relating to Reportable Matters (as defined in the policy) such asbreach of Company's Code of Conduct. Further the mechanism adopted by the Companyencourages the Whistle Blower to report genuine concerns or grievances and provides foradequate safeguards against victimization of Whistle Blower who avail of such mechanismand also provides for direct access to the Chairman of the Audit Committee in exceptionalcases. The functioning of the Vigil mechanism is reviewed by the Audit Committee from timeto time. The details of the Whistle Blower Policy are explained in the Report on CorporateGovernance and also available on the website of the Company and can be accessed athttp://www.primeindustrieslimited.com/PIL%20WHISTLE%20BLOWER.pdf.

20. Familiarization programme for Independent Directors.

The Board members are provided with necessary documents/brochures reports and internalpolicies to enable them to familiarise with the Company‘s procedures and practices.The details of such familiarization programmes for Independent Directors are posted on thewebsite of the Company and can be accessed athttp://www.primeindustrieslimited.com/FAMILARISATION_PROGRAMME_PIL(1).pdf

21. Particulars of loans guarantees or investments under section 186

During the year under review the company has not given any loan guarantee providedsecurity to any person or other body corporate or acquired by way of subscriptionpurchase or otherwise the securities of any other body corporate exceeding the limitsprescribed under section 186 of the Companies Act 2013.

22. Particulars of contracts or arrangements with related parties:

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm‘slength basis. During the year the Company had not entered into any contract / arrangement/ transaction with related parties which could be considered material in accordance withthe policy of the Company on materiality of related party transactions. The Policy onmateriality of related party transactions and dealing with related party transactions asapproved by the Board may be accessed on the Company‘s website at the link:http://www.primeindustrieslimited.com/Policy%20on%20related%20party%20-PIL.pdf YourDirectors draw attention of the members to Note 24 to the financial statement which setsout related party disclosures.

23. Insider Trading Regulations.

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations2015 as amended from time to time the Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information ("Code of Fair Disclosure")and the Code of Conduct to regulate monitor and report trading by employees and otherconnected persons ("Code of Conduct") as approved by the Board on14.05.2015 are in force by the Company. The objective of this Code is to protect theinterest of shareholders at large to prevent misuse of any price sensitive informationand to prevent any insider trading activity by dealing in shares of the Company by itsDirectors Designated employees and Specified Persons. The Company also adopts the conceptof Trading Window Closure to prevent its Directors Designated employees and SpecifiedPersons from trading in the securities of the Company at the time when there isunpublished price sensitive information.

24. Risk management policy

The Company has adopted Risk Management Policy which has been approved by the board ofDirectors of the Company. The aim of the Risk Management Policy is to maximizeopportunities in all activities and to minimize adversity. The policy includes identifyingtypes of risks and its assessment risk handling and monitoring and reporting which inthe opinion of the Board may threaten the existence of the Company.

The Risk Management policy may be accessed on the Company‘s website at the link:http://primeindustrieslimited.com/Risk%20management%20policy%20-%20PIL.pdf

25. Human Resources Development

Your Company treats its ?human resources as one of its most important assets.

Your Company continuously invest in attraction retention and development of talent onan ongoing basis. The relations at all levels of the Company have remained very cordialthroughout the year.

26. Corporate Governance Certificate

The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. However since theCompany does not fulfill the criteria mentioned in Regulation 15(2)(a) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the compliances with regard tocorporate governance provisions are not applicable to the Company.

27. Corporate Social Responsibility

The provisions of Section 135 of Companies Act 2013 are not applicable on the Company.

28. Policy on Prevention Prohibition and Redressal of Sexual Harassment of Women atWorkplace

The Company has zero tolerance for sexual harassment at the workplace and has adopteda Policy on Prevention Prohibition and Redressal of Sexual Harassment of Women at theWorkplace‘ in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules made thereunder.The Policy aims to provide protection to women employees at the workplace and prevent andredress complaints of sexual harassment and for matters connected or incidental theretowith the objective of providing a safe working environment.

29. Directors' Responsibility Statement

The Directors‘ Responsibility Statement referred to in clause (c) ofsub-section (3) of Section 134 of the Companies Act 2013 shall state 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 at the end of the financial year and ofthe profit and loss 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; and

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

30. Board Evaluation

The Board of Directors of your Company recognises and accepts that Boards areaccountable to the public to ensure that they are operating in an effective manner. Careis taken to avoid that the Board does not fall into the "same old way of doingthings". Therefore one of the few ways to identify and address the problem is forthe Board to conduct a self-evaluation. The Nomination and Remuneration Committee of theCompany has approved the Annual Evaluation Plan for the Board Committees and IndividualDirectors. The Board including its committees and members shall evalute itself once ayear whether there are apparent major problems or not. Each member of the Board shallcomplete a form which comprises of objective questions on certain parameters such as theirown roles and responsibilities in the Company Strategic Leadership Accountability BoardProcesses and Board Performance. The responses shall be discussed among members of BoardCommittees and at Individual level. The exercise shall be led by the Chairman alongwith aSenior Independent Director of the Company. The results of the Evaluation shall be sharedwith the Board Chairman of respective Committees and individual Director Based on theoutcome of the Evaluation the Board and Committees shall agree on the action plan toimprove on the identified parameter. The evaluation in terms of the plan has beencompleted during the period under review.

31. Acknowledgements

Your Directors are pleased to place on record their appreciation and express theirgratitude to the

Company‘s Bankers Clients Advisors and Business Associates for their continuedand valuable cooperation and support to the company from time to time. Your Directors alsowish to express their gratitude to investors for the faith that they continues to reposein the Company. Your Directors would also like to place on record their appreciation forcommitted services rendered by the employees at all levels of your company.

For and on behalf of the Board of Directors
Sd/-
(Rajinder Kumar Singhania)
Place: Ludhiana Managing Director
Date :14.08.2018 DIN :00077540

(POLICY ON REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL & SENIOR EMPLOYEES)BACKGROUND

Prime Industries Limited (hereinafter referred as the Company‘) practices acorporate culture that is based on the tenets of trusteeship empowerment accountabilitycontrol and ethical practices with transparency at its core for creation of maximum valuefor the stakeholders.

BRIEF OVERVIEW UNDER COMPANIES ACT 2013

{Section 178 & Companies [Meetings of Board and its Powers] Rules 2014}

Constitution of the Nomination and Remuneration Committee consisting of three or morenon-executive directors out of which not less than one-half shall be independentdirectors.

The Nomination and Remuneration Committee shall identify persons who are qualified tobecome directors and who may be appointed in senior management in accordance with thecriteria laid down recommend to the Board their appointment and removal and shall carryout evaluation of every director‘s performance.

The Nomination and Remuneration Committee shall formulate the criteria for determiningqualifications positive attributes and independence of a director and recommend to theBoard a policy relating to the remuneration for the directors key managerial personneland senior management personnel i.e. employees at one level below the Board includingfunctional heads.

NOMINATION AND REMUNERATION POLICY

This Nomination and Remuneration Policy is being formulated in compliance with Section178 of the Companies Act 2013 read along with the applicable rules thereto and Regulation19 of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (?Listing Regulations ). This policy on nomination andremuneration of Directors Key Managerial Personnel and Senior Management has beenformulated by the Nomination and Remuneration Committee (NRC or the Committee) and hasbeen approved by the Board of Directors in its meeting held on 14th day ofNovember 2014.

Definitions

?Remuneration means any money or its equivalent given or passed to any personfor services rendered by him and includes perquisites as defined under the Income-tax Act1961;

?Key Managerial Personnel "means":

i) Managing Director or Chief Executive Officer or Manager and in their absence aWhole-time Director;

ii) Chief Financial Officer

iii) Company Secretary; and

iv) such other officer not more than one level below the directors who is inwhole-time employment designated as key managerial personnel by the Board;

v) and such other officer as may be prescribed;

?Senior Managerial Personnel means the personnel of the company who are membersof its core management team excluding Board of Directors. Normally this would compriseall members of management of rank equivalent to General Manager and above including allfunctional heads.

Objective

The objective of the policy is to ensure that:-

• the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the companysuccessfully;

• relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

• remuneration to directors key managerial personnel and senior managementinvolves a balance between fixed and incentive pay reflecting short and long-termperformance objectives appropriate to the working of the company and its goals.

Role of the Committee

The role of the NRC will be the following:

• To formulate criteria for determining qualifications positive attributes andindependence of a Director.

• To formulate criteria for evaluation of Independent Directors and the Board.

• To identify persons who are qualified to become Directors and who may beappointed in Senior Management in accordance with the criteria laid down in this policy.

• To carry out evaluation of Director‘s performance.

• To recommend to the Board the appointment and removal of Directors KMP andSenior Management.

• To devise a policy on Board diversity composition and size.

• Succession planning for replacing Key Executives and overseeing theirorientation and successful alignment with the philosophy of the Company.

• To carry out any other function as is mandated by the Board from time to timeand / or enforced by any statutory notification amendment or modification as may beapplicable.

• To perform such other functions as may be necessary or appropriate for theperformance of its duties.

APPOINTMENT AND REMOVAL OF DIRECTOR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

a) The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend his / her appointment as per Company‘s Interview and Selectionprocedure.

1) A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has authority to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the position.

2) The Company shall not appoint or continue the employment of any person as the M.D orWhole-time Director or a manager who has attained the age of seventy years. Provided thatthe term of the person holding this position may be extended beyond the age of seventyyears with the approval of shareholders by passing a special resolution.

TERM / TENURE

a) Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Managing Director orExecutive Director for a term not exceeding five years at a time. No re-appointment shallbe made earlier than one year before the expiry of term.

Rotation: The Managing Director/Whole Time Director and other Non-ExecutiveDirectors of the Company shall be liable to retire by rotation subject to the employmentagreement if any signed between the company and such Directors of the Company at the timeof appointment.

Independent Director:

An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board‘s report.

No Independent Director shall hold office for more than two consecutive terms of uptomaximum of 5 years each but such Independent Director shall be eligible for appointmentafter expiry of three years of ceasing to become an Independent Director. Provided that anIndependent Director shall not during the said period of three years be appointed in orbe associated with the Company in any other capacity either directly or indirectly.

Rotation: An Independent Director shall not be liable to retire by rotationpursuant to the provisions of sub-sections (6) and (7) of section 152 of the CompaniesAct 2013. At the time of appointment of Independent Director it should be ensured thatnumber of Boards on which such Independent Director serves is restricted to seven listedcompanies as an Independent Director and three listed companies as an Independent Directorin case such person is serving as a Whole-time Director of a listed company or such othernumber as may be prescribed under the Listing Agreement.

EVALUATION

The Committee shall carry out evaluation of performance of Director KMP and SeniorManagement Personnel yearly.

REMOVAL

The Committee may recommend with reasons recorded in writing removal of a DirectorKMP or Senior Management Personnel subject to the provisions and compliance of theCompanies Act 2013 rules and regulations.

RETIREMENT

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the Director KMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.

POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL

1. Remuneration to Managing Director / Whole-time Directors:

a) The Remuneration/ Commission etc. to be paid to Managing Director / Whole-timeDirectors etc. shall be governed as per provisions of the Companies Act 2013 and rulesmade there under or any other enactment for the time being in force and the approvalsobtained from the Members of the Company.

b) The Nomination and Remuneration Committee shall make such recommendations to theBoard of Directors as it may consider appropriate with regard to remuneration to ManagingDirector / Whole-time Directors.

2. Remuneration to Non-Executive / Independent Directors:

a) The Non-Executive / Independent Directors may receive sitting fees and such otherremuneration as permissible under the provisions of Companies Act 2013. The amount ofsitting fees shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors.

b) All the remuneration of the Non-Executive / Independent Directors (excludingremuneration for attending meetings as prescribed under Section 197 (5) of the CompaniesAct 2013) shall be subject to ceiling/limits as provided under Companies Act 2013 andrules made there under or any other enactment for the time being in force. The amount ofsuch remuneration shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors or shareholders as the case may be.

c) An Independent Director shall not be eligible to get Stock Options and also shallnot be eligible to participate in any share based payment schemes of the Company.

d) Any remuneration paid to Non-Executive / Independent Directors for services renderedwhich are of professional in nature shall not be considered as part of the remunerationfor the purposes of clause(b) above if the following conditions are satisfied:

i. The Services are rendered by such Director in his capacity as the professional; and

ii. In the opinion of the Committee the director possesses the requisite qualificationfor the practice of that profession.

3. Remuneration to Key Managerial Personnel and Senior Management:

a) The remuneration to Key Managerial Personnel and Senior Management shall consist offixed pay and incentive pay in compliance with the provisions of the Companies Act 2013and in accordance with the Company‘s HR Policy.

b) The Compensation Committee of the Company constituted for the purpose ofadministering the Employee Stock Option/ Purchase Schemes shall determine the stockoptions and other share based payments to be made to Key Managerial Personnel and SeniorManagement.

c) The Fixed pay shall include monthly remuneration employer‘s contribution toProvident Fund contribution to pension fund pension schemes etc. as decided from totime.

d) The Incentive pay shall be decided based on the balance between performance of theCompany and performance of the Key Managerial Personnel and Senior Management to bedecided annually.

IMPLEMENTATION

• The Committee may issue guidelines procedures formats reporting mechanism andmanuals in supplement and for better implementation of this policy as consideredappropriate.

• The Committee may Delegate any of its powers to one or more of its members.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014.

(i) The ratio of the remuneration of the Managing Director to the median remunerationof the employees of the company for the financial year was 0.17:1 No other Director of theCompany is being paid any remuneration.

(ii) The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year.

Sr. No Name of Director/KMP and Designation. % increase in Remuneration in the Financial Year 2017-18.
1. Mr. Rajinder Kumar Singhania (Managing Director/KMP) Nil
2. Ms. Sharon Arora
(Company Secretary) 14.82%
3. Mr. Kashmir Singh 82.95%
(Chief Financial Officer)

(iii) the percentage increase in the median remuneration of employees in the financialyear. Not applicable.

(iv) As on 31st March 2018 the Company had 3 permanent employees on the rolls of theCompany

(v) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration ;- Notapplicable.

(vi) Affirmed that the remuneration is as per the remuneration policy of the company.

COMPLIANCE CERTIFICATE BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER:

Pursuant to 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) 2015we hereby certify that:

a. We have reviewed the financial statements and the Cash Flow Statement for the yearended on 31.03.2018 and that to the best of our knowledge and belief:

I. These statements do not contain any materially untrue statement or omit any materialfact or contain statements that might be misleading;

II. These statements together present a true and fair view of the Company's affairs andare in compliance with existing accounting standards applicable laws and regulations.

b. There are to the best of our knowledge and belief no transactions entered into bythe Company during the year which are fraudulent illegal or violative of the Company'sCode of Conduct.

c. We accept responsibility for establishing and maintaining internal controls forfinancial reporting and that we have evaluated the effectiveness of internal controlsystems of the Company pertaining to financial reporting and we have disclosed to theauditors and the Audit Committee deficiencies in the design or operation of such internalcontrols if any of which we are aware and the steps we have taken or propose to take torectify these deficiencies.

d. We have indicated to the auditors and the Audit committee:

I. significant changes if any in internal control over financial reporting during theyear;

II. significant changes in accounting policies during the year if any and that thesame have been disclosed in the notes to the financial statements; and

III. that no instances of significant fraud have come to our notice.

FOR PRIME INDUSTRIES LIMITED
Sd/-
(R. K. Singhania)
Managing Director
DIN 00077540
Sd/-
Place: Ludhiana Kashmir Singh
Date: 30.05.2018 Chief Financial Officer