Prima Agro Director Discussions


To

The Members of Prima Agro Limited Your Directors have pleasure in presenting the 36th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31stMarch 2023.

Introduction

Indias growth continues to be resilient despite some signs of moderation in growth. The Update notes that although significant challenges remain in the global environment, India was one of the fastest growing economies in the world. The overall growth remains robust and is estimated to be 6.9 percent for the full year with real GDP growing 7.7 percent year-on-year during the first three quarters of fiscal year 2022/23. There were some signs of moderation in the second half of FY 22/23. Growth was underpinned by strong investment activity bolstered by the governments capex push and buoyant private consumption, particularly among higher income earners. Inflation remained high, averaging around 6.7 percent in FY22/23 but the current-account deficit narrowed in Q3 on the back of strong growth in service exports and easing global commodity prices.

The Gross Value Added (GVA) in the economy is reckoned to have risen 7% in 2022-23, compared to 8.8% in 2021-22, with manufacturing GVA growth sliding to just 1.3% from 11.1% a year ago, despite a 4.5% rebound in the final quarter after six months of contraction. Economists noted that though several sectors delivered a positive surprise, especially in the last quarter of the FY 2022-23, consumption remained in the same level and the overall growth pattern remains uneven.

The central government is likely to meet its fiscal deficit target of 5.9 percent of GDP in FY23/24 and combined with consolidation in state government deficits, the general government deficit is also projected to decline.

The financial performance of your Company during the financial year 2022-2023 is produced below:

1. Financial Highlights (Statement of Profit and Loss) (figures in million)

Particulars

Standalone Consolidated
FY-2022-23 FY-2021-22 FY-2022-23 FY-2021-22

Revenue from operation

137.77 163.91 137.77 163.91

Other Income

13.34 15.05 13.34 15.05

Total Income

151.11 178.96 151.11 178.96

Less: Depreciation and amortization expense

7.55 6.58 7.55 6.58

Less: Other expenses

119.11 132.93 119.11 132.93

Profit before Exceptional Items

24.45 39.45 24.45 39.45

Add: Exceptional items and Prior Period item

0.43 0.15 0.43 0.15

Profit Before Tax

24.88 39.60 24.88 39.60

Less: Tax expense

6.09 14.12 6.09 14.12

Net Profit for the Year

18.79 25.48 18.79 25.48

Paid up equity share capital (No. of shares)

5.195 5.195 5.195 5.195

(Face value per share Rs.10 each)

Earnings per equity share from continuing operations (Basic)

2.46 3.75 2.46 3.75

Earnings per equity share from continuing operations (Diluted)

2.46 3.75 2.46 3.75

2. 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.

3. Changes in Share Capital

There were no changes in the share Capital during the year. Also report that: a. The Company has not bought back any of its securities during the year under review. b. The Company has not issued any Sweat Equity Shares during the year under review. c. No Bonus Shares were issued during the year under review. d. The Company has not provided any Stock Option Scheme to the employees. e. The Company has not issued any Equity shares with Differential Rights. f. The Company had extended the redemption period of Preference shares due for redemption from 3 years to 13 years after obtaining the written consent form the Preference shareholder, holding 100 % Preference shares of the Company. These shares were originally issued on 12th April 2013 and is due for redemption on 11th April 2026.

4. Deposits

Your Company has not invited any deposit from public and shareholders in accordance with the provisions of Section 73 and 74 of the Companies Act, 2013.

5. Transfer To Investor Education and Protection Fund

Your Company has not declared any dividend during the past or during the current period and the provisions related to transfer of unclaimed or unpaid dividend or shares on which dividend remains unpaid or unclaimed to the aforesaid fund is not applicable to this Company.

6. Subsidiary / Associate / Joint Venture Companies

Your Company has no subsidiaries, joint ventures or associate companies.

7. Particulars of Loan, Guarantees and Investments under Section 186 of the Companies Act, 2013.

Your company has not given directly or indirectly any loan to any person or other body corporate or has given any guarantee or provided security in connection with a loan to any other body corporate or person; and has not acquired by way of subscription, purchase or otherwise, the securities of any other body corporate, exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more during the financial year 2022-23.

8. Particulars of Contracts or Arrangement with Related Parties

The Related Party Transactions that were entered during the financial year under review were in the ordinary course of business. There were no materially significant Related Party Transactions entered into by the Company during the year under review other than those reported in the accounts. The Company has a process in place to periodically review and monitor Related Party Transactions. All the related party transactions were in the ordinary course of business and at arms length as prescribed under section 188(1) of the Companies Act, 2013. The Audit Committee has approved all related party transactions for the FY 2022-23 and estimated transactions for FY 2023-2024.

As your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable. The information required under Regulation 23 of the SEBI Listing Regulations read with SEBI Circular dated 22nd November, 2021 is provided as Appendix 2 and 3 of the Notice of 36th Annual General Meeting.

9. Dividend

With a view to conserve the resources of the Company, the Directors are not recommending any dividend for the year under review.

Your Company does not have a Dividend Distribution Policy in place as your Company does not fall under the threshold mentioned under Regulation 43A of the SEBI (Listing Obligation and Disclosure Requirements) 2015.

10. Amounts Transferred to Reserves. No amount is transferred to General Reserve.

11. Extract of Annual Return

Pursuant to the provisions of Section 134(3) (a) of the Act, the draft annual return as on 31st March, 2023 prepared in accordance with the provisions of Section 92(3) of the Act is made available on the website of your Company at www.primaagro.in.

12. Board Meetings

Your Company held its Board Meetings 4 times during the Financial Year 2022-23, i.e, on 30th May, 2022; 12th August, 2022; 11th November, 2022 and 14th February, 2023. For details, please refer to the Report on Corporate Governance, which forms a part of this Annual Report.

13. Explanation to Auditors Remarks.

a) Statutory Audit Report.

Your Auditors had submitted an unqualified Audit Report for the Financial Year 2022-23 except a mentioning about few related party transactions in the form of loans which are well within the limit specified in section 186 of the Companies Act,2013. The comments/observations of Auditors are explained in the Notes to the Accounts, forming part of the Balance Sheet as at 31st March, 2023 which are self - explanatory and therefore do not call for any further comment under Section 134(5) of the Companies Act, 2013.

b) Secretarial Audit Report

(i)The Secretarial Auditors also had submitted an unqualified Audit Report for the Financial Year 2022-23 except for the following observations:

Observation1. It is noted that the Company has received a E mail on 22nd June 2022 showing

Non-compliance with the requirement pertaining to the submission of Consolidated Financial Results with Regulation 33 of SEBI (LODR) Regulations 2015 for the quarter ended September 30, 2021.

Management Response to the observation: The Company submitted the Consolidated Financial Results and also paid the fine for noncompliance amounting to Rs.41300/-on 29th June 2022.

Observation 2: Company received another mail on 20th February 2023 regarding discrepancy in Consolidated Financial Results for the quarter ended 31st December 2022.

Management Response to the observation: Your Company replied to the mail on 24th February 2023 stating that the Company is not a holding company in the sense that it hold a Subsidiary Company for which Consolidation of Financial Statements is required. Being not a Parent Company the Company is exempted from filing the Consolidated Financial Results. The Company has taken up the matter and yet to receive a reply from Listing Compliance Department, BSE Limited.

Observation 3: The Company had received a notice on October 21st 2022 for non-submission of the Annual Report within the period prescribed under the Regulation 34 of SEBI (LODR) Regulations 2015 for the year ended March 2022.

Management Response to the observation: Your Company rectified the non- compliance and paid fine Rs.2360/- for the same.

Observation 4: The Company has received another notice on Non-disclosure of Dividend Distribution Policy in the Annual Report and on the Websites of the entity under the Regulation 43A of SEBI (LODR) Regulations 2015 for the year ended March 2022.

Management Response to the observation: Your Company does not fall under the threshold mentioned under Regulation 43A of the SEBI (Listing Obligation and Disclosure Requirements) 2015, hence, this provision is not applicable to the Company.

14. Material Changes Affecting the Financial Position of the Company. During the reporting year there were no material changes or events occurred affecting the financial position of the Company.

15. Conservation of energy, technology absorption, foreign exchange earnings and outgo.

The information of Conservation of Energy as required under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is not applicable to the business segments which your Company operates. However, the initiatives by the Company is detailed out in Annexure-V.

During the year, your Company has not earned any Foreign Exchange and there is no outgoings in Foreign Exchange.

16. Development and implementation of a Risk Management Policy

The Board of Directors has adopted a Risk Management Policy which sets out the framework for the management of risks faced by the Company in the conduct of its business to ensure that all business risks are identified, managed and monitored.

17. Directors and Key Managerial Personnel

The Board of Prima Agro Limited comprises of 6 directors; One Chairman cum Managing Director, Two Non-Executive Directors, Three Independent Non-Executive Directors. The Composition of the Board and Committee is available at the website of the Company at https://primaagro.in/policies/docs/Composition -of-Board-and-Committee.pdf

Key Managerial Personnel

Mr. S.K Gupta, Chairman cum Managing Director, Mrs. Swati Gupta, Chief Financial Officer and Mr. V.R Sadasivan Pillai, Company Secretary are the Whole Time Key Managerial Personnel of the Company. Mrs. Swati Gupta (DIN: 00249036), Director, retires by rotation at the ensuing 36th Annual General Meeting and being eligible offers herself for re-appointment. The Board recommends her re-appointment on recommendation by the Nomination and Remuneration Committee.

The Board has considered the recommendation of the Nomination and Remuneration Committee regarding the re-appointment of the Chairman cum Managing Director, Mr. S.K Gupta (DIN: 00248760) at the ensuing 36th Annual General Meeting. Brief details of Directors proposed to be appointed/re-appointed, as required under Regulation 36 of the SEBI Listing Regulations, are provided in the Notice of the 36th Annual General Meeting as Appendix 1.

18. Details of significant & material orders passed by the regulators or courts or tribunal.

No orders were passed by the authorities which impacts the going concern status and companys operations in future.

19. Internal Control System and their Adequacy Your Company is having adequate internal financial controls with reference to the Financial Statements. Your Company has appointed M/s G. Joseph and Associates as the Internal Auditor for the financial year 2022-2023. The Company has a proper and adequate internal control system to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorised, recorded and reported correctly. The internal control is exercised through documented policies, guidelines and procedures. This is periodically reviewed by the audit committee to ensure effectiveness of the internal control system. The internal control is designed to ensure that the financial and other records are reliable for preparing financial statements and other data, and for maintaining accountability of persons. The adequacy of internal financial controls is included in Management Discussion and Analysis Report which is annexed to the Boards Report as Annexure III. 20. Declaration by Independent Director

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence as laid out in sub section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

21. Statutory Auditor.

M/s Grandmark & Associates, Chartered Accountants (Firm Registration Number 011317N) were appointed as the Statutory Auditors for the term of five consecutive years, from the conclusion of the 35th Annual General Meeting till the conclusion of the 40th Annual General Meeting to be held in the year 2027 to examine and audit the accounts of the Company during the said period. Your Company has received confirmation from the Statutory Auditors to the effect that their appointment, is in accordance with the limits specified under the Act and the firm satisfies the criteria specified in Section 141 of the Act read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014. In accordance with the provisions of the Act, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting. The Statutory Auditors report for FY 2022-23 does not contain any qualifications, reservations, adverse remarks or disclaimers, which would be required to be dealt with in the Boards Report.

22. Secretarial Audit Report

Your Board had appointed M/s. BVR & Associates Company Secretaries LLP (FRN. AAE-7079), a firm of practicing Company Secretaries to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2022-23. The report of the Secretarial Auditor in form MR-3 is annexed to this report as Annexure II.

23. Corporate Social Responsibility (CSR) Policy

As per the Companies Act, 2013, companies having net worth of Rs 500 crore or more, or turnover of Rs 1000 crore or more or net profit of Rs 5 crore or more during any financial year are required to constitute a Corporate Social

Responsibility (CSR) Committee of the Board of Directors comprising three or more directors, at least one of whom should be an independent director and such company shall spend at least 2% of the average net profits of the companys three immediately preceding financial years.

None of the above criteria become applicable to your company for the reporting year.

24. Audit Committee

The Audit Committee is constituted with Mr. Ladhu Singh (DIN: 02320113) Non- Executive Independent Director as Chairman, Mrs. Vanshika Rathi (DIN: 07510075) Non- Executive Independent Director and Ms. Vedika Agarwala (DIN: 08448433) Non- Executive Independent Director as members. The committee had convened four meetings during the period under report. The details are given in the Corporate Governance Report, which forms part of this Annual Report.

25. Board Committee

The details of various committees constituted by the Board, including the committees mandated pursuant to the applicable provisions of the Act and SEBI Listing Regulations, are given in the Corporate Governance Report, which forms part of this Annual Report.

26. Statement Indicating the Manner in which Formal Annual Evaluation has been made by the Board of its own Performance, its directors, and that of its committees.

The overall effectiveness of the Board shall be measured on the basis of the ratings obtained by each Director and accordingly the Board shall decide the Appointments, Re-appointments and Removal of the non-performing Directors of the Company. The Board review the various strategies of the Company and accordingly set the performance objectives for directors, consistent with the varying nature and requirements of Companys business. The Board as a whole shall discuss and analyze its own performance during the year together with suggestions for improvement thereon, pursuant to the performance objectives.

Independent Directors Meeting:

The Independent Directors met on 11th January, 2023, without the attendance of the Non-Independent Directors. The Independent Directors reviewed the performance of the Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Companys Executive Director and Non- Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

27. Selection of new directors and board membership criteria

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, qualification, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience.

As per the provisions of Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee has formulated a "Policy on Remuneration of Director, Key Managerial Personnel & Senior Employees. The web link is disclosed in Annexure I to this report.

28. Familiarization Programme for Independent Directors

The Company proactively keep its Independent Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. The web link is disclosed in Annexure I to this report.

29. Disclosure on Establishment of a Vigil Mechanism

In terms of the provisions of Sec 177(9) & (10) of the Companies Act, 2013 and pursuant to the provisions of Clause 49 of the Listing Agreement, a Vigil Mechanism for Stakeholders, Employees and Directors of the Company has been established by the Company.

30. Corporate Governance

Your company obtained a certificate from Practicing Company Secretary regarding compliance with clause 49 of the Listing Agreement and the certificate is annexed with this Boards Report.

This certificate will also be sent to the Stock Exchanges, where the shares of the Company are listed, along with the annual report to be filed by the company.

Declaration by CEO/CFO that the Board Members and Senior Management Personnel have complied with the Code of Conduct, [Clause 49 II E (2) of LA] is annexed and also forming part of this report.

31. Managerial Remuneration

The Remuneration Policy for selection of Directors and determining their independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying the persons who are qualified to become the Directors. Your Companys Remuneration Policy is directed towards rewarding performance based on review of achievements.

None of the employees employed throughout the financial year 2022-23 are in receipt of remuneration of Rupees One Crore and Two lakhs or more in aggregate and none of the employees employed for part of the year are in receipt of Rupees Eight Lakhs and Fifty Thousand per month as specified in Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“Rules”) forms part of the Corporate Governance Report and is annexed to this Report as Annexure IV.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, is provided in a separate annexure forming part of this report.

Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary.

32. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Your Company believes in providing a safe and harassment free workplace for every individual working in the company premises through various interventions and practices. The Company endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. In this light, the company has framed a well-defined policy on Prevention of Sexual Harassment for an employee.

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted an Internal Complaints Committee (ICC) to consider and resolve any complaints related to sexual harassment.

There were no cases reported in the history of your company till date.

33. Fraud Reporting (Required by Companies Amendment Bill, 2014)

There were no cases of fraud reported to the Audit Committee / Board in the company till date.

34. Cost Auditors.

Your Company does not qualify for the eligibility norms of Companies (Cost Records and audit) Rules, 2014 regarding appointment of Cost Auditor for conducting cost audit. Accordingly, Cost Audit was not conducted for the Financial Year 2022-23. However, the company is maintaining adequate cost records as stated under the said rules.

35. Management Discussion and Analysis Report

As required under Clause 49 of the Listing Agreement with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report as Annexure- III.

36. Board Policies

The details of various policies approved and adopted by the Board as required under the Act and the SEBI Listing Regulations are provided in Annexure I to this report.

37. Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your Directors confirm that:

a. in the preparation of the annual accounts for the financial year ended 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. the directors have selected such accounting policies and applied them consistently and 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 as at 31st March, 2023 and of the profit/loss of the Company for that period;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

f. the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

38. Statutory Disclosures

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Deposit from the public falling within the ambit of Section 73 of the Act and rules made thereof.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

4. Neither the Managing Director(s) nor the Whole-time Director(s) of the Company receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

39. Industrial Relations

The Company maintained healthy, cordial and harmonious industrial relations at all levels. Despite severe competition, the enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry. It has taken various steps to improve productivity across organization.

Your Company continued to receive cooperation and unstinted support from the distributors, retailers, stockiest, suppliers and others associated with the Company as its trading partners. The Directors wish to place on record their appreciation for the same and your Company will continue in its endeavor to build and nurture strong links with trade, based on mutuality, respect and co-operation with each other and consistent with consumer interest.

40. Financial and operational performance

The financial statements have been prepared in compliance with the requirements of the Companies Act 2013 and generally accepted.

Accounting Principles in India as detailed out in the financial highlights portion of Directors Report.

41. Human Resources / Industrial Relations

The Companys HR philosophy is to establish and build a high performing organization, where each individual is motivated to perform to the fullest capacity to contribute to developing and achieving individual excellence and departmental objectives and continuously improve performance to realize the full potential of our personnel. The Company is giving direct employment to about 137 employees as per the payroll as on 31st March 2023 out of which 58 are permanent staff and 79 are laborers.

42. Appreciation

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. The Board acknowledges with gratitude the co-operation and assistance provided to your company by its bankers, financial institutions, and government as well as non-Government agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the company during the year under review. The Company has achieved impressive growth through the competence, hard work, solidarity, cooperation and support of employees at all levels. Your directors thanks the customers, clients, vendors and other business associates for their continued support in the Companys growth. The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

For and on behalf of the Board

For Prima Agro Limited

Sd/-

Place: Cochin

S.K. Gupta

Date: 29.07.2023

Chairman and

Managing Director

(DIN: 00248760)