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Directors Report of Prima Agro Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 28th Annual Report together with the Audited Balance Sheet and Profit and Loss Accounts for the year ended 31st March 2015.

INTRODUCTION

The global economy in FY 2014-15 witnessed divergent trends among major economies. Despite unpredictable headwinds, the global economic recovery is gaining momentum. India's economy is poised to return to its high- growth path, thanks to lower fiscal and current account deficits, falling inflation and structural reforms to boost investments. Monetary policy is also likely to be supportive with the Reserve Bank of India (RBI) having moved to flexible inflation targeting. The manufacturing sector is likely to benefit from lower interest rates.

Your Company's performance for the year 2014-15 has to be viewed in the context of aforesaid economic and market environment. In a highly competitive scenario, where new brands and offerings are entering the market almost every quarter, your Company delivered competitive growth, driven by innovation, sharper in-market execution, and competitive marketing.

1. PERFORMANCE OF THE COMPANY (STANDALONE)

During the year, the Company achieved gross revenue of Rs. 1118.15 Lacs and had earned an after tax profit of Rs.34.92 Lacs.

Financial Results (in Lacs)

Current Year Previous Year Particulars 31/03/2015 31/03/2014

Turnover/Processing Income 1118.15 934.68

Profit Before depreciation 128.34 89.20

Depreciation 31.65 28.46

Profit (Loss) after Depreciation & Taxes 34.92 26.05

2. DIVIDEND

No Dividend was declared for the current financial year due to conservation of Profits/due to loss incurred by the Company /due to insufficient profit.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

With great pleasure we may report that with the enduring and dedicated effort of Directors your Company had come out of its financial difficulty it had faced in the past and again started showing positive results. At present your Company is not having any borrowings from any Financial Institutions and had settled all dues of financial institutions.

Trading in shares of your Company had already restarted in Bombay Stock Exchange and shareholders can take use of this facility by de-mating your holdings. Share holders may please take note that de-mat facility for the shares of the company is now available through NSDL and CDSL. All share holders are requested to de -mat the shares held by them.

Your Company had two Animal Feed manufacturing plants situated at Kochuveli,Thiruvananthapuram and Edayar, Ernakulam. These plants each having the capacity for manufacturing 300 MT Cattle Feed per day and is structured to produce a variety of Animal Feeds. The Company had installed the most modern plant with computerized controls. The Company is adopting sophisticated techniques and evolving recipes with appropriateing redients to meet the nutritional and energy requirements of cattle, poultry and goats, Your Company is now manufacturing Animal Feed for M/s KSE Ltd.

Your Company is now installing a 100 MT weighbridge at its site at Edayar and its estimated Capital expenditure will be around Rs.35 Lacs and the same will be operative in the month of Sept,2015. This will increase the material handling facility.

5. CHANGE IN THE NATURE OF BUSINESS.

There is no material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

6.INTERNAL FINANCIAL CONTROL

Your Company is having adequate internal financial controls with reference to the Financial Statements. The statutory auditors are satisfied with the present system of internal control.

7.DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

There are no subsidiary companies or joint ventures. The following are the Associate Companies.

(i ) Ayyappa Roller Flouer Mills Ltd

(ii ) Prima Beverage Pvt Ltd

(iii) PAPL EXIM India Ltd

(iv) Ayyappa Real Estate (P) Ltd

(v ) Prima Alloys (P) Ltd

(vi ) Prima Credits Ltd

(vii ) Prima Industries Ltd

Performance of the above associate companies are not included in the Financial Results.

8. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

9. DIRECTORS

(i) During the reporting year Mrs . Swati Gupta (DIN. 00249036) was appointed as additional Director of the Company w.e.f. 31.03.2015. Her term of office is ending at the forthcoming Annual General Meeting of the company, who being eligible, offered herself for re-appointment and the same is being proposed in the forthcoming Annual General Meeting of the Company.

(ii) During the reporting year Mr. S.K. Gupta (DIN : 01575160), Director is retiring by rotation and who being eligible, offered himself for re-appointment and the same is being proposed in the forthcoming Annual General meeting

10. STATUTORY AUDITORS

M/s Vijayakumar & Eswaran, Chartered Accountants, Cochin will retire at the forthcoming Annual General Meeting of the Company and are eligible for re-appointment and also indicated their willingness to be reappointed. Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

11. Auditors' Report

The Auditors had submitted an unqualified Audit Report for the Financial Year 2014-15.

12. SHARE CAPITAL

There were no changes in the share Capital during the year.

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any STOCK OPTION Scheme to the employees.

13. EXTRACT OF ANNUAL RETURN

The extract of the annual return as per section 92 (1) of the Companies Act 2013 in Form No. MGT - 7 forming part of the Board's report is annexed separately.

14. RISK MANAGEMENT POLICY

The Company had insured all its fixed asset and stock to cover any possible risk.

15. PERSONNEL AND INDUSTRIAL RELATIONS

Industrial relations of the Company continued to be cordial during the year. Your Directors take this opportunity to record their appreciation for the services rendered by the employees at all levels.

16. STATUTORY DISCLOSURES

Your Company does not have any employee in respect of whom information under Section 217(2A) of the Companies Act, 1956 as amended, is required to be annexed.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Directors Particulars in the Report of Board of Directors) Rules 1988, the information relating to Conservation of Energy, Technology Abso- rption and Foreign Exchange Earnings and Outgo in Form No. A & B is required, which is annexed to this report.

18. DIRECTOR'S RESPONSIBILITY STATEMENT

The Directors confirm :

* that the applicable accounting standards have been followed along with proper explanation wherever required in the preparation of Annual Accounts.

* that the Company has adopted prudent accounting policies.

* that proper care has been taken for maintenance of accounting records in accordance with the provisions of the Act and

* that the Annual Accounts of the Company have been prepared on a going concern basis.

* That the Company had laid down sufficient internal financial controls in the operations of the company

* That the Company had devised proper systems to ensure Compliance with the provisions of all applicable laws.

19. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

A Report on Corporate Governance and Management Discussion and Analysis as required under Clause 49 of the Listing Agreement is attached.

20. ACKNOWLEDGEMENT

The Board of Directors wishes to place on record their sincere gratitude for the assistance extended by The Company's Banks for their continued support to the company. Your Directors also thank the Management of M/s Kerala Feeds Ltd and other business clients for the extended support to the Company. The Board of Directors wishes to place on record their sincere gratitude to all Govt. depts, employees and share holders for their active support and co-operation .

For and on behalf of the Board

Sd/- Place : Cochin Sanjay Gupta Date : 07-08-2015 Managing Director




Mar 31, 2014

The Members of Prima Agro Limited

The Directors have pleasure in presenting the 27th Annual Report together with the Audited Balance Sheet and Profit and Loss Accounts for the year ended 31st March 2014.

1. FINANCIAL PERFORMANCE

During the year, the Company achieved gross revenue of 934.68 Lacks and had made a profit of 26.05Lacks (Previous loss of 29.25 Lacks).

Particulars Current Year Previous Year 31/03/2014 31/03/2013 (in lacks) (in lacks)

Turnover/Processinglncome 934.68 662.05

Profit Before depreciation 89.20 44.21

Depreciation 28.46 21.70

Profit (Loss) after Depreciation A Taxes 26.05 (29.25)

2. MANAGEMENT DISCUSSION AND ANALYSIS

We present below a composite summary of performance of the Company for the FY 2013-14.

i) ECONOMY AND MARKETS

The year witnessed divergent growth globally and in the domestic market the year saw steep decline in industrial activity and consumption demand continued to weaken. With sluggish growth across the larger economy, further compounded by high consumer inflation and weak sentiment, market growth moderated throughout the year in both volume and value terms.

Your Company''s performance for the year 2013-14 has to be viewed in the context of aforesaid economic and market environment. In a highly competitive scenario, where new brands and offerings are entering the market almost every quarter, your Company delivered competitive growth, driven by innovation, sharper in-market execution, and competitive marketing.

ii) FUTURE PROSPECTS

With great pleasure we may report that with the enduring and dedicated effort of Directors your Company had come out of its f inancial difficulty it had faced in the past and again started showing positive results . At present your Company is not having any borrowings from any Financial Institutions and had settled all dues of financial institutions. It is highly encouraging that your Company had come out of f inancial difficulties.

Trading in shares of your Company had already restarted in Bombay Stock Exchange and shareholders can take use of this facility by de-mating your holdings. Share holders may please take note that de-mat facility for the shares of the company is now available through NSDL and CDSL. All share holders are requested to de-mat the shares held by them.

Your Company had two Animal Feed manufacturing plants situated at Kochuveli,Thiruvananthapuram and Edayar, Ernakulam. The Tiruvananthapuram Plant was earlier a flour Mill and the same was converted in to Animal Feed Plant. These plants each having the capacity for manufacturing 300 MT Cattle Feed per day and is structured to produce a variety of Animal Feeds. The Company had installed

the most modern plant with computerized controls. The Company is adopting sophisticated techniques and evolving recipes with appropriate ingredients to meet the nutritional and energy requirements of cattle, poultry and goats, Your Company is now manufacturing Animal Feed for M/s KSELtd.

iii) Capital Expenditure

During the year Your Company had added Rs.23.54 Lakhs to Fixed Assets (Last year-Rs. 144.65 Lacks). The utilization of Prima''s manufacturing facilities reached a level of 80 to 85% of the installed capacities. Bulk of the capacity utilization is for conversion contracts for well established Company known as M/s KSE Ltd. Their products are manuf actured according to their own specif ications.

Your Company is proposing to Install Solar Power Plant with a Capital Outlay of Rs. 700 Lakhs in its site at Edayar and also had plans to construct additional Warehouse space at Edayar at a Cost of Rs. 800 Lakhs.

3. DIRECTORS

During the reporting year Mr.Rajyawardhan Agarwal, the director of the Company had to be retired by rotation and since he is eligible for reappointment the same is being proposed in the forthcoming Annual General Meeting of the Company. He is an independent director of the Company who meets the criteria as per the provisions of section 149(6) of the Companies Act, 2013.

4. AUDITORS

M/s Vijayakumar & EaswaranChartered Accountants, (Registration No.004703S) Cochin will retire at the forthcoming Annual General Meeting of the Company and are eligible for re-appointment and also indicated their willingness to be reappointed.

5. COMMENTS ON THE AUDITORS'' REPORT

The company has paid Directors remuneration of Rs. 9,00,000/- during the year, which is in excess of the limit specified under the provisions of the Act. Our opinion is not qualified in respect of this matter.

Directors replay to the above.

In our Opinion the above remuneration paid is well within the limit as per the provisions of section 197 of the Companies Act ,2013 read with Schedule V Part II Section II.

The Auditors had presented their report without any special comments other than the above for the FY 2013-14.

(Audit Report is attached to this Annual Report for reference)

6. PERSONNEL AND INDUSTRIAL RELATIONS

Industrial relations of the Company continued to be cordial during the year. Your Directors take this opportunity to record their appreciation for the services rendered by the employees at all levels.

7. STATUTORY DISCLOSURES

The Company has not accepted any deposits under the provisions of Companies (Acceptance of Deposits) Rules, 1975.

Your Company does not have any employee in respect of whom information under Section 134(3)(e) of the Companies Act, 2013, is required to be annexed.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Directors Particulars in the Report of Board of Directors) Rules 1988, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in Form No. A A B is required, which is annexed to this report.

9. DIRECTOR''S RESPONSIBILITY STATEMENT (as per section 134(5) of the Companies Act. 2013)

The Directors confirm:

That the applicable accounting standards have been followed along with proper explanation wherever required in the preparation of Annual Accounts.

That the Company has adopted prudent accounting policies.

That proper care has been taken for maintenance of accounting records in accordance with the provisions of the Act and

That the Annual Accounts of the Company have been prepared on a going concern basis.

That the Company had laid down sufficient internal financial controls in the operations of the Company.

That the Company had devised proper systems to ensure Compliance with the provisions of all applicable laws.

10. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

A Report on Corporate Governance and Management Discussion and Analysis as required under Clause 49 of the Listing Agreement is attached.

11. ACKNOWLEDGEMENT

The Board of Directors wishes to place on record their sincere gratitude for the assistance extended by the Company''s Banks for their continued support to the company. Your Directors also thank the Management of M/s KSE LTD and other business clients for the extended support to the Company. The Board of Directors wishes to place on record their sincere gratitude to all Govt, depts., employees and share holders for their active support and co-operation.

For and on behalf of the Board

Sd/- Place: Cochin Sartjay Gupta Date: 27.06.2014 Managing Director


Mar 31, 2013

To, The Members of Prima Agro Limited

The Directors have pleasure in presenting the 26th Annual Report together with the Audited Balance Sheet and Profit and Loss Accounts for the year ended 31st March 2013.

PERFORMANCE

During the year, the Company achieved a Turnover of Rs. 662.05 Lakhs and incurred a loss of Rs. 29.25 Lakhs. This was because the operations of the Thiruvananthapuram Plant were interrupted due to the conversion of Flour Mill in to Animal Feed Plant. The new Animal feed Plant started its operation only during March 2013.

Financial Results Particulars Current Year Previous Year 31/03/2013 31/03/2012

(Rs. Lacs) (Rs. Lacs)

Turnover 662.05 691.10

Profit (Loss) Before depreciation 44.21 (113.56)

Depreciation 21.70 19.01

Profit (Loss) after Depreciation & Taxes (29.25) 238.11

FUTURE PROSPECTS

With immense pleasure we may report that with the enduring and dedicated effort of Directors your Company had come out of its financial difficulty it had faced for the last 10 years. The Promoters had arranged funds to settle the over dues of financial institutions under One Time Settlement Schemes approved by them. We are hopeful that the net worth of your Company will become positive in the next financial year.

Trading in shares of your Company had already restarted in Bombay Stock Exchange and shareholders can take use of this facility by demating your holdings. Share holders may please take note that de-mat facility for the shares of the company is now available through NSDL and CDSL. All share holders are requested to de-mat the shares held by them.

Your Company proposes to issue Redeemable preference shares on private placement basis to persons from whom Company borrowed fund for paying off the dues to the financial institutions.

Your Company has converted the old Flour Mill at Trivandrum in to a Cattle Feed manufacturing unit .Directors have finalized a contract for manufacture of Animal Feeds for KSE Ltd at Trivandrum Unit for 5 years. The new plant had commenced Production of Animal feed during Feb, 2013 with an installed capacity of 60000 Mt per annum.

Your Cattle Feed Plant at Edayar , Kochi, is doing well , with the modernized Boiler and other loading and unloading facility and the production capacity increased from 200 MT per day to 250 MT per day. This plant is now functioning at 95% of the installed capacity. The increase in level of operations had resulted in economies of scale and improved the revenue of the Company substantially.

Your company had already started initiative to acquire ISO-9000 certification and is expected to get the same in the next year.

Your Company management is fully confident of achieving the maximum utilization of both the plants for job works.

DIRECTORS

During the reporting Year Mr. Charley Rodrigues, director of the Company had resigned from the post and in his place; your Company had inducted Mr. S K Gupta as additional director to the Board and elected him as the Chairman of the Board. His term office is ending at the forthcoming Annual General Meeting of the company, who being eligible, offered himself for re-appointment and the same is being proposed in the forthcoming Annual General Meeting of the Company.

AUDITORS

M/s. Vijayakumar and Easwaran, Chartered Accountants, Kochi, Auditors of the Company will retire at the forthcoming Annual General Meeting and are eligible for re- appointment.

COMMENTS ON THE AUDITORS'' REPORT

1. Non – current Investments as per Note 10 consist of investment in shares of Prima Industries Ltd valued at cost amounting to Rs. 1,01,95,280/-, as on 31st March, 2013, it has been identified that there is a decline in the value of investment which is not temporary in nature. The standards laid down by AS–13 on ''Accounting for Investments'' provides that where the decline in the value of investment is not temporary in nature, then the carrying amount of investments should be reduced by the amount of such decline and the resultant reduction should be charged to the Profit & Loss A/c. the company has not charged such decline to the Profit and Loss A/c.

Director''s replay to above.

M/s Prima Industries Ltd is an associate Company of the same group. The operation results of the Company is improving and the decline in the value of investment which is only temporary in nature and in the coming years the share price will become positive and therefore revaluation of investment is not taken in to account for the reporting year.

PERSONNEL AND INDUSTRIAL RELATIONS

Industrial relations of the Company continued to be cordial during the year. Your Directors take this opportunity of according appreciation of the services rendered by the employees.

STATUTORY DISCLOSURES

During the year, Your Company has not accepted any Fixed Deposits under the provisions of the Companies (Acceptance of Deposits) Rules 1975.

AUDIT COMMITTEE

Audit Committee consists of two Non-Executive Directors viz. Mr. S.K. Gupta, Mr. Rajyawardhan Agarwal with Mr. S K Gupta as its Chairman. The constitution of Audit Committee also meets the requirements under Sec 292A of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Directors Particulars in the Report of Board of Directors) Rules 1988, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in Form No. A & B is annexed to this report.

DIRECTOR''S RESPONSIBILITY STATEMENT

The Directors confirm:

a) that the applicable accounting standards have been followed along with proper explanation wherever required in the preparation of Annual Accounts.

b) that the Company has adopted prudent accounting policies.

c) that proper care has been taken for maintenance of accounting records in accordance with the provisions of the Act and

d) that the Annual Accounts of the Company have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A Report on Corporate Governance and Management Discussion and Analysis as required under Clause 49 of the Listing Agreement is attached.

ACKNOWLEDGEMENT

The Directors thank to the bankers of the company for their continued support and cooperation. Your Directors thank all the employees and share holders for their active support and co-operation.



By Order of the Board

Sd/-

Place: Kochi Sanjay Gupta

Date: 29.06.13 Managing Director


Mar 31, 2010

The Directors have pleasure in presenting the 23rdAnnual Report together with the Audited Balance Sheet and Profit and Loss Accounts for the year ended 31st March 2010.

PERFORMANCE

During the year, the Company achieved a Turnover of Rs. 603.89 Lakhs and made PBDT of Rs. (95.30) Lakhs. The Net Loss for the year is Rs. 113.02 Lakhs.

Financial Results

Particulars Current Year Previous Year 31/03/2010 31/03/2009 (Rs.Lacs) (Rs.Lacs)

Turnover 603.89 652.11

Profit (Loss) Before depreciation (95.30) (10.70)

Depreciation 17.72 24.23

Profit (Loss) after Depreciation & Taxes (113.02) (34.93)

FUTURE PROSPECTS

There is increase in demand for the products of the Company i.e. animal feeds and wheat flour. The Company is also utilizing the spare capacities for Job works for Kerala State Civil Supplies Corporation (KSCSC) and KSE Ltd. Irinjalalkkuda

DIRECTORS

Mr. Charley Rodrigues retires by rotation at the forthcoming Annual General Meeting of the company, who being eligible, offer himself for reappointment as also indicated their willingness to be reappointed.

AUDITORS

M/s. Vijayakumar and Easwaran, Chartered Accountants, Kochi, Auditors of the Company will retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

COMMENTS ON THE AUDITORS REPORT

The company has arrived at a One Time Settlement (OTS) with Banks for an amount of Rs. 470 Lakhs and the amount is being paid and the same will be settled as per the OTS sanction terms. Interest is provided on the OTS Amount Payble to Banks.

PERSONNEL AND INDUSTRIAL RELATIONS

Industrial relations of the Company continued to be cordial during the year. Your Directors take this opportunity of according appreciation of the services rendered by the employees.

STATUTORY DISCLOSURES

During the year, Your Company has not accepted any Fixed Deposits under the provisions of the Companies (Acceptance of Deposits) Rules 1975.

AUDIT COMMITTEE

Audit Committee consists of three Non-Executive Directors viz. Mr. Charley Rodrigues, Mr. Mahinder Singh, Mr. Rajyawardhan Agarwal with Mr. Charley Rodrigues as its Chairman. The constitution of Audit Committee also meets the requirements under Sec 292A of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Directors Particulars in the Report of Board of Directors) Rules 1988, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in Form No.A&B is annexed to this report.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm:

a. that the applicable accounting standards have been followed along with proper explanation wherever required in the preparation of Annual Accounts.

b. that the Company has adopted prudent accounting policies.

c. that proper care has been taken for maintenance of accounting records in accordance with the provisions of the Act and

d. that the Annual Accounts of the Company have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Corporate governance in terms of the Listing Agreement is not yet mandatory to the Company. However your Company is taking necessary steps for implementing the same as soon as possible before it becomes mandatory.

ACKNOWLEDGEMENT

The Directors thank State Bank of India and Bank of India for their continued support and cooperation. Your Directors thank all the employees and share holders for their active support and co-operation.

By Order of the Board



Place: Kochi Sanjay Gupta

Date: 30.06.2010 Managing Director

 
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