Prima Agro Ltd Directors Report

DIRECTORS REPORT

To

The Members of

Prima Agro Limited,

Its a matter of enormous pleasure to present to you the 37th Annual Report for the Financial Year 2023- 24 on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March 2024. This year has been marked by substantial achievements that will define the future of our company. Despite notable challenges, we have maintained our dedication to excellence and innovation in the Cattle Feed industry.

GLOBAL ECONOMY

The global economy demonstrated remarkable resilience in the Financial Year 2023-24, navigating through various challenges such as persistent inflationary pressures, aggressive monetary policy tightening by central banks, continuation of geopolitical tensions, elevated public debt amidst tight financial conditions, weak recovery in China, etc. Concerted efforts by policymakers and structural reforms aimed at boosting productivity emerged as key focus areas to sustain global economic expansion.

Amidst this global uncertainty, India remained the fastest growing economy, retaining its position as the worlds fifth largest economy. Our GDP growth of 7.6% in FY 2023-24 over 7% reported in the Financial Year 2023 was primarily driven by strong domestic demand, increased investments, a stable interest rate scenario and favourable government policies. This exceptional performance is a testament to Indias robust economic momentum and resilience.

OUTLOOK FOR THE INDIAN ECONOMY

Notwithstanding a volatile global macroeconomic environment, the outlook for the Indian economy remains optimistic. Strong fundamentals, such as sustained political stability, enhanced government focus on public capex, increasing private capex, growing credit demand, low debt levels and deleveraged balance sheets of most companies, are expected to substantially contribute to economic growth. The Reserve Bank of Indias prompt and decisive monetary policy measures, which include suitable policy rates and liquidity measures, are further fuelling Indias rapid expansion. India continues to be a massive consumption-driven economy and along with higher capacity utilization across sectors, economic growth is likely to continue in the coming years 2024 begins at a critical and delicate juncture. India is poised to play defining role in shaping the future of the global economy in 2024 and beyond. India could become the worlds 3rd largest economy in the next 5 years.

Growth Projection: The review predicts that Indias GDP will grow close to 7% in 2024-25, with the potential to go "well above" 7% by 2030.

The economy is expected to expand from about $3.7 trillion this year to $5 trillion in three years, making it the worlds third-largest, and could even reach $7 trillion by 2030.

KEY FINANCIAL HIGHLIGHTS.

The financial performance of your Company during the Financial Year 2023-2024 is produced below:

1. FINANCIAL HIGHLIGHTS

(Statement of Profit and Loss)

			(figures in million)
Particulars	Standalone		Consolidated
	FY-2023-24	FY-2022-23	FY-2023-24	FY-2022-23
Revenue from operation	124.79	137.77	124.79	137.77
Other Income	44.21	13.35	44.21	13.35
Total Income	169.00	151.12	169.00	151.12
Less: Depreciation and amortization expense	7.19	7.55	7.19	7.55
Less: Other expenses	114.33	119.11	114.33	119.11
Profit before Exceptional Items	47.49	24.46	47.49	24.46
Add/(Less): Exceptional items and Prior Period item	(24.58)	0.43	(24.58)	0.43
Profit Before Tax	22.91	24.89	22.91	24.89
Less: Tax expense	15.71	6.09	15.71	6.09
Net Profit for the Year	7.19	18.79	7.19	18.79
Paid up equity share capital (No. of shares) (Face value per share Rs.10 each)	5.195	5.195	5.195	5.195
Earnings per equity share from continuing operations (Basic)	4.85	2.46	4.85	2.46
Earnings per equity share from continuing operations (Diluted)	4.85	2.46	4.85	2.46

Despite a decline in revenue growth of 0.47%, the company has been maintain a healthy ROE of 25.24% and ROCE of 22.72% during the last 3 Financial Years. The company has been maintaining an effective average operating margin of 20.90% during the last 5 years and has a healthy interest coverage ratio of 45.44. There is an efficient cash conversion cycle of -564.71 days, a healthy liquidity position with current ratio 6.57 and a strong degree of operating leverage, the average operating leverage stands at 4.98.

2. CHANGE IN 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 under review. Further 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 deposits 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(IEPF)

During the period under review, your Company has not declared any dividend on its Equity Shares. However, we are pleased to report that dividend arrears for four years on our Redeemable Preference Shares were successfully declared and paid during the Financial Year 2023-24.

As on March 31, 2024, there are no unclaimed or unpaid dividends, thus eliminating the need for any transfer of funds to the Investor Education and Protection Fund (IEPF).

6. SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES

Your Company has no subsidiaries, joint ventures or associate companies as provided in the Companies Act, 2013.

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 2023-24.

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 2023-24 and estimated transactions for FY 2024-25.

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 37th Annual General Meeting.

9. DIVIDEND

(i) With a view to conserve the resources of the Company, the Directors are not recommending any dividend on Equity Shares for the year under review.

(ii) However the Company had declared and Paid during the year, 10% Preference dividend per annum for 4 years out of the 10 years Preference Dividend which are in arrear.

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. ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) of the Act, the draft Annual Return as on 31st March, 2024 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. INTERNAL AUDITORS

Your Company has in place adequate internal financial controls with reference to the Financial Statements. Your Company has appointed M/s G. Joseph and Associates (Reg.No. 006310S) as the Internal Auditor for the Financial Year 2023-2024. The Audit Committee had considered and approved its Internal Audit Report for the FY 2023-24 and the same was reviewed by the Statutory Auditors also. It was further adopted by the Board of Directors at its meeting held on 30-05-2024. M/s G. Joseph and Associates was appointed as the Internal Auditor for the Financial Year 2024-25 also.

13. STATUTORY AUDITORS

M/s Grandmark & Associates, Chartered Accountants (Firm Registration No. 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 2023-24 does not contain any qualifications, reservations, adverse remarks or disclaimers, which would be required to be dealt with in the Boards Report.

14. SECRETARIAL AUDITORS

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 2023-24. The report of the Secretarial Auditor in form MR-3 is annexed to this report as Annexure II.

15. 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 2023-24. However, the company is maintaining adequate cost records as stated under the said rules.

16. BOARD MEETINGS

Throughout the Financial Year 2023-24, your Company convened four Board Meetings on the following dates: 30th May 2023, 29th July 2023, 20th October 2023, and 12th February 2024. For comprehensive information, kindly refer to the Corporate Governance Report included in this Annual Report.

17. EXPLANATION TO AUDITORS REMARKS.

a) STATUTORY AUDIT REPORT.

For the Financial Year 2023-24, our auditors have issued an unqualified audit report, with the exception of noting certain related party transactions in the form of loans. These transactions are well within the limits specified in Section 186 of the Companies Act, 2013.

Detailed explanations regarding the Auditors comments and observations on these transactions are provided in the Notes to the Accounts, which are an integral part of the Balance Sheet as at March 31, 2024. These explanations are self-explanatory and do not necessitate further commentary under Section 134(5) of the Companies Act, 2013.

b) SECRETARIAL AUDIT REPORT

(i) The Secretarial Auditors have issued an unqualified Audit Report for the Financial Year 2023-24. However, they have noted the following observations:

Observationl.

The Company has paid the arrear cumulative preference dividend (cumulative dividend of 4 years from Financial Years 2013-2014 to 2016-2017) to its shareholders during the period under scrutiny.

As per the Management representation it is stated that the company had paid off the declared Preference dividend in full within the specified time frame.

Observation. 2.

The Company has complied with the provisions of Equity listing Agreements and SEBI (Listing Obligations and Disclosure Requirements) entered into with Bombay Stock Exchange. However it is noted that 700 shares of one of the promoters is yet to be demated.

As per the Management representation it is stated that the company is in the process of demaerialising the said shares as the corresponding share certificate which was misplaced has been found by the promoter recently.

18. 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.

19. 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 in which your Company operates. However, the initiatives by the Company is detailed out in Annexure-III.

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

20. 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. Your company has constituted a Risk Management Committee and the composition is detailed under Corporate Governance Report which forms part of this Report. The Committee on timely basis informs the Board of Directors about risk assessment and minimization procedures which in the opinion of the Committee may threaten the existence of the Company, if any. The details of Risk Management Committee and its frequency of meetings are included in the Corporate Governance Report. Your Company had insured all its fixed assets to cover all financial risks. The Audit Committee has additional oversight in the area of financial risks and controls.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of Directors

Name	Category
Mr. S.K Gupta	Chairman & Managing Director
Mrs. Swati Gupta	Non-Executive Director & CFO
Mr. Kushagra Gupta	Non-Executive Director
Mrs. Sarita Jindal	Non-Executive Director
Mrs. Neethu Subramoniyan	Independent Non-Executive Director
Mrs. Arya Surendran	Independent Non-Executive Director
Ms. Mayuri Sinha	Independent Non-Executive Director
Mrs. Hemalatha.G	Independent Non-Executive Director

Key Managerial Personnel

Name	Category
Mr. S.K Gupta	Chairman & Managing Director
Mrs. Swati Gupta	Chief Financial Officer
Mr. V.R Sadasivan Pillai	Company Secretary

The Composition of the Board and Committees are made available on the website of the Company.

Mrs. Swati Gupta (DIN: 00249036), Director, retires by rotation at the ensuing 37th Annual General Meeting and being eligible offers herself for re-appointment. The Board recommends her reappointment on recommendation by the Nomination and Remuneration Committee.

The Board has considered the recommendation of the Nomination and Remuneration Committee for the appointment of Mr. Kushagra Gupta (DIN: 08477477) and Mrs. Sarita Jindal (DIN: 00021622) as NonExecutive Non Independent Directors, and Mrs. Arya Surendran (DIN: 10625534), Mrs. Neethu Subramoniyan (DIN: 08788544), Ms. Mayuri Sinha (DIN: 08915515) and Mrs. Hemalatha (DIN: 10705286) as Non-Executive Independent Directors who were appointed on the Board w.e.f 25th July 2024 as Additional Directors to be regularized as Directors in the respective categories at the ensuing 37th 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 37th Annual General Meeting as Appendix 1 (as part of Notice).

22. BOARD COMMITTEES

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.

23. 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.

24. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

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 I.

25. DECLARATION BY INDEPENDENT DIRECTORS

The Company has two Independent Directors on Board as on 31st March 2024. The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013, that they meet the criteria of Independence as laid down in sub section (6) of Section 149 of the Companies Act, 2013 and subsequently the same was place at the Board Meeting held on 30.05.2024.

The Board has inducted four independent Directors on Board on 25th July 2024 the details of which are mentioned as Appendix I which forms part of this Report. The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013, that they meet the criteria of Independence as laid down in sub section (6) of Section 149 of the Companies Act, 2013 and subsequently the same was place at the Board Meeting held on the same date.

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.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

As per the Companies Act, 2013, every company having net worth of 500 crore or more, or turnover of 1000 crore or more or net profit of 5 crore or more during the immediately preceding 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 during the year under review.

27. AUDIT COMMITTEE

The Audit Committee comprises of Mrs. Neethu Subramoniyan (DIN-08788544) Non- Executive Independent Director as Chairperson, Mrs. Swati Gupta (DIN-00249036) and Mrs Arya Surendran (DIN: 10625534) Non- Executive Independent Directors as members. The Committee had convened four meetings during the period under review. The details are given in the Corporate Governance Report, which forms part of this Annual Report.

28. 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.

29. INDEPENDENT DIRECTORS MEETING:

The Independent Directors met on 30th May, 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.

30. 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 IV to this report.

31. 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 IV to this Report.

32. VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company has put in place a Vigil Mechanism and Whistle Blower Policy in place pursuant to the provisions of Sec 177(9) & (10) of the Companies Act, 2013 and as per Regulation 4(2) (d)(iv) and 34 (3) read with para 10 of part C of Schedule (V) of SEBI (LODR) Regulation 2015. The mechanism also provides for adequate safeguards against victimization of Directors and Employees who avail the mechanism also provides for direct access to the Chairman of the Audit Committee in special cases.

Employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor/notified persons. The reports received from any employee will be reviewed by the Audit committee. The Directors and senior management are to maintain confidentiality of such reporting and ensure that the whistle blowers are not subjected to any discriminatory practice. The weblink of the policy is available under the list of policies disclosed as Annexure IV to the Boards Report.

33. 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.

34. 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 2023-24 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 II.

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.

35. 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.

Your Company has constituted an Internal Complaints Committee (ICC) in line and in compliance with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, to consider and resolve any complaints related to sexual harassment. During the year under review there were no cases filed pursuant to The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

3 6. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act.

37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT(MDAR)

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- I.

38. 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 - IV to this Report.

39. 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, 2024, 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, 2024 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.

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

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

4. One time settlement of loan obtained from the Banks or Financial Institutions

5. Revision of financial statements and Directors Report of your Company.

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

7. 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.

41. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of Regulation 34(2)(f) of the SEBI Listing Regulations, the Annual Report of top one thousand listed entities based on market capitalization, shall contain the Business Responsibility and Sustainability Report (BRSR) describing the initiatives taken by the entity from an environmental, social and governance (ESG) perspective. As your company does not fall under the above threshold, it is not required to annex Business Responsibility and Sustainability Report.

42. 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 co-operation 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.

43. HUMAN RESOURCES

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 117 employees as per the payroll as on 31st March 2024 out of which 48 are permanent staff and 69 are laborers.

44. 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.

45. 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: 25.07.2024	Chairman and Managing Director
	(DIN:00248760)