Directors Report of Prime Industries Ltd.

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 22nd Annual Report and the Audited Accounts of the Company for the year ended 31st March 2014.

1. FINANCIAL RESULTS:

The Financial Results for the period 1st April, 2013 to 31st March, 2014 are as under. (Rs. in lacs)

Particulars 2013-14 2012-13

Operating & Other Income 16.02 48.01

Profit (Loss) before tax (0.47) (2.50)

Provision for Tax

* Current - -

* Deferred Tax 1.21 1.14

Profit (Loss) after Tax (PAT) 0.74 (1.36)

2. MANAGEMENT DISCUSSION AND ANALYSIS

During the year under review, your Company has registered gross operating & other income Rs. 16.02 lacs as compared to Rs. 48.01 lacs in previous year.

3. PROFITABILITY

The Company has gained a profit of Rs. 0.74 lacs during the year as compared to loss of Rs. 1.36 lacs of the previous year.

4. DIVIDEND

Keeping in view the results of operations, your Directors are unable to recommend dividend for the year under review.

5. DIRECTOR(S)

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and in accordance with the Articles of Association of the Company, Mr. Harjeet Singh Arora, a Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment. Notice convening the Annual General Meeting includes the proposal for his re-appointment as the Director.

As on the date of this report, the Company's Board consists of the following Independent Directors:·

Mr. Ashwani Kumar

Mr. Darshanjit Singh Minocha

The period of office of the aforementioned directors was liable to determination by retirement of directors by rotation under erstwhile Companies Act, 1956. In terms of sections 149 (10) and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, the aforesaid directors being eligible and offering themselves for appointment, are proposed to be appointed as Independent Directors for a term of Five (5) consecutive years commencing from conclusion of the ensuing AGM. Brief profiles of the proposed appointees together with other disclosures in terms of clause 49 of the Listing Agreement are part of the Annexure to the Notice of the 22nd Annual General Meeting.

6. ADEQUACY OF INTERNAL CONTROL

The Company has a proper and adequate system of internal control, to ensure that all assets are safeguarded, properly utilized and protected against loss from unauthorized use or disposition and those transactions are authorized & recorded by the concerned departments properly and reported to the Audit Committee/Board.

7. PUBLIC DEPOSITS

The Company has not accepted any public deposits within the meaning of Section 58A of the Companies Act, 2013 and Section 73 of the Companies Act, 2013 and the Rules made there under and as such, no amount on account of principal or interest on Public Deposits was outstanding on the date of the Balance Sheet.

8. DIRECTORS' RESPONSIBILITY STATEMENT DIRECTORS'

In pursuance to the provisions of Section 217(2AA) of the Companies Act, 1956, we, the Directors confirm that:

i) In the preparation of the accounts, the applicable accounting standards have been followed along with proper explanations and there are no material departures from the same.

ii) Appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of your Company for that period.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv)The annual accounts have been prepared on a going concern basis except in respect of manufacturing activities which have been discontinued.

9. AUDIT COMMITTEE

To ensure the composition & independence of the Committee as per the Companies Act, 2013, the Audit Committee has been re-constituted of 3 Non-Executive Directors viz. Mr.Harjeet Singh Arora, Mr.Ashwani Kumar and Mr. Darshan Jit Singh Minocha. All the members of Audit Committee are financially literate and have accounting knowledge to interpret and understand the financial statements. Mr. Ashwani Kumar has been reconfirmed to be the Chairman of the Audit Committee.

10. LISTING / DE-LISTING OF SHARES The Shares of your Company are presently listed on the Bombay Stock Exchange Limited, Mumbai (BSE) and the Annual Listing Fees for the year 2014-15 has already been paid.

11. AUDITORS The retiring Statutory Auditors, namely, M/s. Sukhminder Singh & Co., Chartered Accountants, Firm Registration No. 016737N, Ludhiana, hold office until the conclusion of forthcoming Annual General Meeting (AGM) and being eligible, seek their re-appointment. The Auditors have furnished a certificate to the effect that their re-appointment, if made, at the ensuing AGM, will be within the limits prescribed under Section 141 of the Companies Act, 2013 and that they are not beneficially holding any security or interest in the Company as defined under Companies Act, 2013. The Board on recommendation of the Audit Committee recommends the re-appointment of M/s. Sukhminder Singh & Co. as Statutory Auditors for the next three (3) Financial Years i.e. 2014-15, 2015-16 & 2016-17 subject to annual ratification by the members at the AGM. Members are requested to consider their re-appointment and authorize the Board of Directors to fix their remuneration for the year 2014-15.

12. AUDITORS' REPORT

The Auditors' Report on the Accounts of the Company for the period under review is self ­ explanatory and requires no comments.

13. CORPORATE GOVERNANCE Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section titled "Report on Corporate Governance" has been included in this Annual Report. Your Directors are pleased to report that your company fully adheres to the standards set out by the Securities & Exchange Board of India's Corporate Governance Practices and has implemented all of its stipulations. A certificate from the Company's Statutory Auditors in terms of Clause 49 of the Listing Agreement is annexed to and forms part of the Directors' Report. The CEO certificate duly signed forming part of the Corporate Governance Report, has been submitted to the Board. All Board Members have also affirmed compliance to the Code of Conduct.

14. HUMAN RESOURCE DEVELOPMENT The Company always follows the policy of creating a healthy environment and work culture resulting into harmonious inter-personnel relations. The relations at all levels of the Company have remained very cordial throughout the year.

15. PARTICULARS OF EMPLOYEES During the period under review, no employee received salary in excess of the limits as prescribed under the Act. Accordingly, no particulars of employees are being given pursuant to Section 217(2A) of the Companies Act, 1956.

16. VIGIL MECHANISM

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

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

Information with respect to conservation of energy, absorption, foreign exchange earnings and outgo pursuant to Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable at present because there were no manufacturing activities in the Company during the year under review.

18. ACKNOWLEDGEMENT

Your Directors are pleased to place on record their appreciation and express their gratitude to the Company's Bankers, Clients, Advisors and Business Associates for their continued and valuable co-operation and support to the Company from time to time. Your Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company. Your Directors would also like to place on record their appreciation for committed services rendered by the employees at all levels of your company and its subsidiary companies.

FOR AND ON BEHALF OF PRIME INDUSTRIES LIMITED

Date : 30.05.2014 Sd/ Sd/ Place : Ludhiana (R.K. Singhania) (Harjeet Singh Arora) Managing Director Director DIN - 00077540 DIN - 00063176

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Mar 31, 2013

To The Members

The Directors are pleased to present the 21st Annual Report and the Audited Accounts of the Company for the year ended 31st March 2013.

1. FINANCIAL RESULTS:

The Financial Results for the period 1st April, 2012 to 31st March, 2013 are as under.

(Rs. in lacs)

Particulars 2012-13 2011-12

Operating & Other Income 48.00 174.33

Profit (Loss) before tax (2.50) (5.77)

Provision for Tax

- Current -- --

- Deferred Tax (1.1) (0.65)

Profit (Loss) after Tax (PAT) (1.40) (5.12)

2. MANAGEMENT DISCUSSION AND ANALYSIS

During the year under review, your Company has registered gross operating & other income Rs. 48.00 lacs as compared to Rs. 174.33 lacs in previous year.

3. PROFITABILITY

The Company has incurred a loss of Rs. 1.40 lacs during the year as compared to loss of Rs. 5.12 lacs of the previous year.

4. DIVIDEND

Keeping in view the results of operations, your Directors are unable to recommend dividend for the year under review.

5. DIRECTOR(S)

In accordance with the provisions of the Articles of Association of the Company and of the Companies Act, 1956, Mr. Harjeet Singh Arora, Director of the Company is retiring by rotation at the forthcoming Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.

The tenure of Mr. R.K. Singhania as Managing Director expire on 31st July, 2013. Your Directors in their meeting held on 30.07.2013 have reappointed him as Managing Director for a further period of 3 years, subject to approval of Shareholders in the ensuing Annual General Meeting. The Principal terms and conditions of reappointment are furnished in the explanatory Statement annexed to the notice of the ensuing Annual General Meeting.

6. ADEQUACY OF INTERNAL CONTROL

The Company has a proper and adequate system of internal control, to ensure that all assets are safeguarded, properly utilized and protected against loss from unauthorized use or disposition and those transactions are authorized & recorded by the concerned departments properly and reported to the Audit Committee/Board.

7. PUBLIC DEPOSITS

The Company has not accepted any public deposits within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under and as such, no amount on account of principal or interest on Public Deposits was outstanding on the date of the Balance Sheet.

8. DIRECTORS'' RESPONSIBILITY STATEMENT

In pursuance to the provisions of Section 217(2AA) of the Companies Act, 1956, we, the Directors confirm that:

i) In the preparation of the accounts, the applicable accounting standards have been followed along with proper explanations and there are no material departures from the same.

ii) Appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of your Company for that period.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on a going concern basis except in respect of manufacturing activities which have been discontinued.

9. AUDITORS

The retiring Auditors, namely, M/s Sukhminder Singh & Co., Chartered Accountants, Ludhiana, hold office until the conclusion of forthcoming Annual General Meeting (AGM) and being eligible, seek their re-appointment. The Statutory Auditors have furnished a certificate to the effect that their re-appointment, if made, at the ensuing AGM, will be within the limits prescribed under sub-section (IB) of Section 224 of the Companies Act, 1956 and that they are not beneficially holding any security or interest in the Company as defined under Section 226(3) of the said Act. Members are requested to consider their re-appointment and authorize the Board of Directors to fix their remuneration for the year 2013-14. Your Directors'' recommend their re-appointment.

10. AUDITORS'' REPORT

The Auditors'' Report on the Accounts of the Company for the period under review is self - explanatory and requires no comments.

11. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section titled "Report on Corporate Governance" has been included in this Annual Report. Your Director are pleased to report that your company fully adheres to the standards set out by the Securities & Exchange Board of India''s Corporate Governance Practices and has implemented all of its stipulations. A certificate from the Company''s Statutory Auditors in terms of Clause 49 of the Listing Agreement is annexed to and forms part of the Directors'' Report. The CEO certificate duly signed forming part of the Corporate Governance Report, has been submitted to the Board. All Board Members have also affirmed compliance to the Code of Conduct.

12. HUMAN RESOURCE DEVELOPMENT

The Company always follows the policy of creating a healthy environment and work culture resulting into harmonious inter-personnel relations. The relations at all levels of the Company have remained very cordial throughout the year.

13. PARTICULARS OF EMPLOYEES

During the period under review, no employee received salary in excess of the limits as prescribed under the Act. Accordingly, no particulars of employees are being given pursuant to Section 217(2A) of the Companies Act, 1956.

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

Information with respect to conservation of energy, absorption, foreign exchange earnings and outgo pursuant to Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable at present because there were no manufacturing activities in the Company during the year under review.

15. ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the support and cooperation of all Company''s stakeholders and Associates for their continued and valuable co-operation and support to the Company from time to time.

FOR AND ON BEHALF OF FOR PRIME INDUSTRIES LIMITED

Sd/- Sd/-

Date : 30.05.2013 (R.K.Singhania) (Harjeet Singh Arora)

Place : Ludhiana Managing Director Director

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Mar 31, 2012

To The Members

The Directors are pleased to present the 20th Annual Report and the Audited Accounts of the Company for the year ended 31st March 2012.

1. FINANCIAL RESULTS:

The Financial Results for the period 1st April, 2011 to 31st March, 2012 are as under.

(Rs. in lacs)

Particulars 2011-12 2010-11

Operating & Other Income 174.33 43.99

Profit (Loss) before tax (5.77) 0.20

Provision for Tax

- Current 0.00 0.04

-Deferred Tax (0.65) (13.38)

Profit (Loss) after Tax (PAT) (5.12) 13.55

2. MANAGEMENT DISCUSSION AND ANALYSIS

During the year under review, your Company has registered gross operating & other income 174.33 lacs as compared to 43.99 lacs in previous year.

3. PROFITABILITY

The Company has incurred a loss of Rs. 5.12 lacs during the year as compared to profit of Rs.13.55 lacs of the previous year.

4. DIVIDEND

Keeping in view the results of operations, your Directors are unable to recommend dividend for the year under review.

5. DIRECTOR(S)

In accordance with the provisions of the Articles of Association of the Company and of the Companies Act, 1956, Mr. Ashwani Kumar, Director of the Company is retiring by rotation at the forthcoming Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.

6. ADEQUACY OF INTERNAL CONTROL

The Company has a proper and adequate system of internal control, to ensure that all assets are safeguarded, properly utilized and protected against loss from un-authorised use or disposition and those transactions are authorized & recorded by the concerned departments properly and reported to the Audit Committee/Board.

7. PUBLIC DEPOSITS

The Company has not accepted any public deposits within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under and as such, no amount on account of principal or interest on Public Deposits was outstanding on the date of the Balance Sheet.

8. DIRECTORS'' RESPONSIBILITY STATEMENT

In pursuance to the provisions of Section 217(2AA) of the Companies Act, 1956, we, the Directors confirm that:

i) In the preparation of the accounts, the applicable accounting standards have been followed along with proper explanations and there are no material departures from the same.

ii) Appropriate accounting policies have been selected and applied consistently, and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of your Company for that period.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on a going concern basis except in respect of manufacturing activities which have been discontinued.

9. AUDITORS

The retiring Auditors, namely, M/s Sukhminder Singh & Co., Chartered Accountants, Ludhiana, hold office until the conclusion of forthcoming Annual General Meeting (AGM) and being eligible, seek their re-appointment. The Statutory Auditors have furnished a certificate to the effect that their re-appointment, if made, at the ensuing AGM, will be within the limits prescribed under sub-section (IB) of Section 224 of the Companies Act,1956 and that they are not beneficially holding any security or interest in the Company as defined under Section 226(3) of the said Act. Members are requested to consider their re-appointment and authorize the Board of Directors to fix their remuneration for the year 2012-13. Your Directors'' recommend their re-appointment.

10. AUDITORS''REPORT

The Auditors'' Report on the Accounts of the Company for the period under review is self - explanatory and requires no comments.

11. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section titled "Report on Corporate Governance" has been included in this Annual Report. Your Director are pleased to report that your company fully adheres to the standards set out by the Securities & Exchange Board of India''s Corporate Governance Practices and has implemented all of its stipulations. A certificate from the Company''s Statutory Auditors in terms of Clause 49 of the Listing Agreement is annexed to and forms part of the Directors'' Report. The CEO certificate duly signed forming part of the Corporate Governance Report, has been submitted to the Board. All Board Members have also affirmed compliance to the Code of Conduct.

12. HUMAN RESOURCE DEVELOPMENT

The Company always follows the policy of creating a healthy environment and work culture resulting into harmonious inter-personnel relations. The relations at all levels of the Company have remained very cordial throughout the year.

13. PARTICULARS OF EMPLOYEES

During the period under review, no employee received salary in excess of the limits as prescribed under the Act. Accordingly, no particulars of employees are being given pursuant to Section 217(2A) of the Companies Act, 1956.

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

Information with respect to conservation of energy, absorption, foreign exchange earnings and outgo pursuant to Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable at present because there were no manufacturing activities in the Company during the year under review.

15. ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the support and cooperation of all Company''s stakeholders and Associates for their continued and valuable co-operation and support to the Company from time to time.

FOR AND ON BEHALF OF

FOR PRIME INDUSTRIES LIMITED

Sd/- Sd/-

Date : 25.08.2012 (R.K.Singhania) (Harjeet Singh Arora)

Place: Ludhiana Managing Director Director