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 ASÂ13 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