prime fresh ltd share price Directors report

To,

The Members, Prime Fresh Limited

The Board of Directors has pleasure in presenting their 16^th Report along with Annual Report and Audited Financial Statements for the year ended 31 ^st March, 2023.

FINANCIAL PERFORMANCE:

The highlights of the financial results for the financial year 2022-23 are as follows :

(Amt in lacs)

PARTICULARS	YEAR ENDED 31.03.2023	YEAR ENDED 31.03.2022
Revenue From Operations	9934.55	7720.21
Other Income	34.60	22.47
Total Revenue	9969.15	7742.68
Profit before Financial Expenses, Preliminary expenses, Depreciation and Taxation	9223.84	7232.11
Less: Financial expenses	30.67	45.60
Less: Depreciation & Preliminary Expenses	11.75	8.41
Profit Before Taxation	702.89	456.56
Less: Provision for current tax	190.50	122.56
Add / (Less) : Deferred tax	(0.30)	(0.32)
Profit After Taxation	512.69	334.32

REVIEW OF OPERATIONS:

The Company has reported income from operation during the year is Rs.99,34,54,816 as compared to the previous years income from operation of Rs. 77,20,21,373/-. The Company has earned net profit before tax of Rs 7,02,89,062 /- as against previous years net profit before tax of Rs. 4,56,56,219.

CHANGE IN NATURE OF BUSINESS, IF ANY AND FUTURE OUTLOOK:

During the year under review, the Company has not done any changes in its nature of Business.

TRANSFER TO RESERVES:

No amount has been transferred to Reserves for the Financial Year under review.

DIVIDEND:

No dividend was declared for the current Financial Year because Company retains its earnings for the future growth of the Company.

CONSOLIDATED FINANCIAL STATEMENTS:

The accounts of the Florens Farming Private Limited and Florens Fresh Supply Solutions Private Limited are consolidated with the accounts of the Company in accordance with the provisions of Accounting Standards AS-21 on consolidated financial statement issued by the Institute of Chartered Accountants of India, Companies Act, 2013 read with Schedule III of the Companies Act, 2013 and rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The audited consolidated financial statements are provided in this Annual Report.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES COMPANIES AND ITS PERFORMANCE AND FINANCIAL POSITION:

The Company has One subsidiary i.e. Mis. Florens Framing Private Limited and one Associate concern i.e Florens Fresh Supply Solutions Private Limited. Form AOC- I for The Statement containing salient features of the financial statement of Subsidiaries/ Associate Companies/Joint Ventures Pursuant to subsection 3 of Section 129 read with rule of Companies (Accounts) Rules, 2014 is attached herewith as

Annexure "A"

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis for the year under review as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included in this report as

Annexure-"B".

DEPOSITS:

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and rules made thereunder.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Particulars of Investments, loan made by the Company are provided in Note to the Financial Statements. Further The Company has not provided any Guarantees covered under the provisions of Section 186 of the Companies Act, 2013.

INTERNAL CONTROLS AND THEIR ADEQUACY:

The Company has adequate internal controls and processes in place with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. These controls and processes are driven through various policies, procedures and certifications. The processes and controls are reviewed periodically. The Companys internal control system is commensurate with its size, scale and complexities of its operations.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There was no case of sexual harassment reported during the year under review.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:

The Company has taken precautionary steps for conservation of energy & technology absorption by implementing various measures & efforts which improve the productivity of the machineries, improve quality of a product, reduce the cost of a manufacturing and no specific investment has been made in reduction in energy consumption.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the period under review foreign exchange earnings or out flow reported as follow:

(In Rs.)

Particulars	Amount In Foreign currency
Out Flow	NIL
Earning	NIL

INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

COMPOSITION OF BOARD AND STATUTORY COMMITTEES FORMED THEREOF BOARD OF DIRECTORS:

The Board of the Company comprises of Ten Directors out of which one is Managing Director, two are Whole-time Directors and rest of the Directors are Non-Executive Director and Non-Executive Independent Directors. The maximum gap between any two board meetings is not more than 120 days. During the financial year 2022-23, there were Five (5) meetings of the board held on 30^th May, 2022, 25^th July, 2022, 09^th August, 2022, 14^th November, 2022, 09^th March, 2023.

Name	Attendance at Meetings			Number of other Directorship & Committee Membership / Chairmanship**
	No. of Board Meetings
	Meetings held during Tenure	Meetings Attended	Las t AG M	Other Directorsh ip*	Committe e Membersh ip	Commit tee Chairm anship
Whole-time Director
Mr. Jinen Ghelani	5	5	Yes
Mr. Hiren Ghelani	5	5	Yes
Mrs. Neha Ghelani	5	5	Yes
Independent Director
Mr. Brijesh Misra	5	5	Yes
Mr. Gaurav R Meena	5	1	No
Mr. Ravi Menon	5	5	Yes
Mr. Umesh Patel	5	2	Yes
Mr. ShekharMennon	5	2	NA
Non-Executive Director
Mr. Gurmeetsingh	5	1	NA
Bhamrah
Mr.MayurThakkar	5	3	Yes

*Directorships and Committee member/Chairmanship in other companies mentioned above excludes directorships in private limited companies, unlimited companies, foreign companies and companies incorporated under section 8 of the Companies Act, 2013.

**While calculating the number of Membership / Chairmanship in Committees of other companies, Membership / Chairmanship of only Audit Committee and Stakeholders Relationship Committee have been considered pursuant to Regulation 18 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. None of the Director is a member in more than ten committees and act as a Chairman in more than five committees across all companies in which he is a Director.

Audit Committee:

During the financial year 2022-23, Five (5) meetings of the Audit Committee were held on 30^th May, 2022, 25^th July, 2022, 09^th August, 2022, 14^th November, 2022 and 09^th March, 2023 . The details of the composition of the committee and attendance at its meeting are set out in the following table:

Sr. No. Name	Designation	Meetings held during Tenure	Meetings Attended
1 Mr. Umesh Patel	Chairman	5	5
2 Mr. Brijesh Misra	Member	5	5
3 Mr. Hiren Ghelani	Member	5	5

Nomination and Remuneration Committee:

During the financial year 2022-23, there were Three (3) meeting held on 30^th May,2022 , 25^th July, 2022 and 09^th March , 2023. The details of the composition of the committee and attendance at its meeting are set out in the following table:

Sr. No. Name	Designation	Meetings held during Tenure	Meetings Attended
1 Mr. Ravi Menon	Chairman	3	3
2 Mr. Brijesh Misra	Member	3	3
3 Mr. Umesh Patel	Member	3	3

Stakeholders Relationship Committee:

During the financial year 2022-23, 6 (Six) Stakeholders Relationship Committee were held on 30^th May, 2022, 25^th July, 2022, 2^nd September, 2022, 13^th September, 2022, 14^th November, 2022 and 09^th March, 2023. The details of the composition of the committee and attendance at its meeting are set out in the following table:

Sr. No. Name	Designation	Meetings held during Tenure	Meetings Attended
1 Mr. Brijesh Misra	Chairman	6	6
2 Mr. Ravi Menon	Member	6	6
3 Mr. Umesh Patel	Member	6	6

Finance Committee

During the financial Year 2022-23, 4(Four) Finance Committee were held on 30^th May, 2022, 25^th July, 2022, 14^th November, 2022 and 9^th March, 2023. The details of the composition of the committee and attendance at its meeting are set out in the following table:

Sr. No. Name	Designation	Meetings held during Tenure	Meetings Attended
1 Mr. Jinen Ghelani	Chairman	4	4
2 Mrs. Neha Ghelani	Member	4	4
3 Mr. Brijesh Misra	Member	4	4

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

1. Changes in Composition of Board of Directors:

During the period there were no changes in the Composition of Board of Directors.

2. Independent Directors

The Independent Directors have submitted their declarations of independence, as required pursuant to the Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

3. Changes in other Key Managerial Personnel

• During the period under review, Ms. Riya Doshi, Company Secretary was resigned with effect from 07^th January, 2023.

• Mrs. Jasmin Doshi has been appointed as Company Secretary of the Company w.e.f. 04.07.2023 i,e after end of Financial year

DIRECTORS RESPONSIBLITY STATEMENT:

In accordance with the provisions of the Section 134 of the Companies Act, 2013, the directors confirm that:

a) In the preparation of the annual accounts for the year ended 31 ^st March, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) They 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 at the end of the financial year and of the profit and loss of the Company for that period;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WIIlCH ARE REPORTABLE TO THE CENTRAL GOVERNMENT (134 3 (ca))

As per Auditor Report, no fraud u/s. 143(12) reported by auditor. The Auditors Report for the financial year ended, 31st March, 2023 is annexed herewith for your kind perusal and information. The Auditors Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and hence do not require any further explanations

LISTING

The equity shares of our Company are listed on SME platform of BSE and the Company has paid the annual listing fees for the FY 2023-24.

RELATED PARTY TRANSACTIONS:

The Company has formulated a Policy on Related Party Transactions and the same is available on Primes website at www.primefreshlirnited.com; The Policy intends to ensure that proper approval, reporting and disclosure processes are in place for all transactions between the Company and related parties. All the related party transactions entered into during the financial year were on an arms length basis and were in the ordinary course of business were reviewed and approved by the Audit Committee. All related party transaction are placed before Audit Committee for its review on quarterly basis. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is annexed to "Annexure: C"

AUDITORS:

At the Annual General Meeting held on 26^th September, 2021, M/s 0. P. Bhandari & Co., Chartered Accountants (Firm Registration No: 112633W), Ahmedabad were appointed as statutory auditors of the Company to hold office for a period of five (5) years i.e. 2021-22, 2022-23, 2023-24, 2024-25 and 2025-26 (subject to ratification of the appointment by the Members at every Annual General Meeting held after this Annual General Meeting of the Company). In accordance with the Companies Amendment Act, 2017 enforced on 7^th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditor is not required to be ratified at every Annual General Meeting. Observations of the auditors in their report together with the notes on accounts are self-explanatory and therefore, in the opinion of Directors, do not call for any further explanation.

INTERNAL AUDITORS:

MIS RINKESH SHAH & ASSOCIATES, Chartered Accountants (Firm Registration No. 129690W) has been appointed as Internal Auditor of the Company for the F.Y. 2022-23 pursuant to provisions 138 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder.

COST AUDIT REPORT:

As per provision of section 148(3) of Companies Act, 2013 and rule 6(2) of Companies (Cost records and audit) Rules, 2014, the company is not required to appoint a cost auditor to audit the cost records of the company.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company with the approval of its Board, appointed Mis. Umesh Ved & Associates, Practicing Company Secretaries, Ahmedabad to undertake the Secretarial Audit of the Company for the financial year ended 31 ^st March, 2023. The Secretarial Audit Report is annexed herewith as Annexure- "D" which is self-explanatory and gives complete information. The Secretarial Audit Report has been qualified by the Auditor and the clarifications are as under.

The delay in Disclosure happened due to failure of electricity at registered office and hence there was delay of one day.

As regards the lapse in compliance of SDD it is clarified that the same was missed to be sent to BSE due to oversight which was uploaded on 7^th June, 2023.

As regards to compliance of Regulation 40(9) concerns, the directors would like to state that there was gap in appointment of Company secretary which arose out of resignation of previous company secretary from 07^th January, 2023.

All the Compliance had been made good and there is no penal action levied on the Company.

EXTRACT OF ANNUAL RETURN:

The Annual Return for the financial year 2022-23 as per provisions of the act and Rules thereto, will be available on the website of the Company at https://primefreshlimited.com/annual-return/

BUSINESS RISK MANAGEMENT:

The Company has implemented various policies from ground level to the top level management for identifying the risk, measuring the same and take corrective measures for managing the risk.

PARTICULARS OF EMPLOYEES:

The details related to employees and their remuneration as required under Section 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are mentioned in Annexure E to this Boards Report. Disclosure under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable as no employee falls under the threshold provided therein.

CORPORA TE SOCIAL RESPONSIBILITY:

The provision of section 135 of Companies Act, 2013 for implementing Corporate Social Responsibility Policy, constitute committee and expenditure thereof is not applicable to the company.

VIGIL MECHANISM:

The Company has established a Vigil Mechanism for directors and employees to report genuine concerns. The vigil mechanism provide for adequate safeguards against victimization of person who use Vigil Mechanism and also provide for direct access to the Chairman of the Audit Committee. The details of Vigil Mechanism are displayed on the website of the Company www.primefreshlimited.com;

NOMINATION AND REMUNERATION POLICY:

The Company has in place the Nomination and Remuneration Policy which lays down the criteria for appointment, evaluation of performance of directors and remuneration of Director, Key managerial Personnel, Senior Management Personnel and other employees and Company has taken necessary approval/recommendation, wherever required, from Nomination and Remuneration Committee in terms of the policy. Nomination and Remuneration Policy is disclosed on the website of the Company At www.primefreshlimited.com; currently, no compensation is paid to the Non- Executive Directors of the Company except for the sitting fees as per provisions of Companies Act, 2013.

CORPORATE GOVERNANCE:

The Company being listed on the Small and Medium Enterprise platform is exempted from provisions of corporate governance as per Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence no corporate governance report is disclosed in this Annual Report.

DETAILS OF COMPLAINTS RECEIVED AND REDRESSED:

During the F.Y. 2022-2023, Company has not received any complain from any shareholders. Further the Complaints received from Dimple Khetan as mentioned in earlier Annual Report ofF.Y. 2017-18, SEBI has disposed this complaint and ROC has not found any violation and error in said Transaction and currently the matter is under sub Judice at Andheri court and Honble NCLT Ahmedabad. The Framing of Charges is also not done yet. The Complainant has not been able to provide any concrete evidence or any meaningful document (even after 5 years of her complaint) at any of the forums for the matter to progress to the next stage.

EVALUATION OF BOARD PERFORMANCE:

The Company has taken various measures for obtain commitment by all board members to the process of performance evaluation by means of set performance criteria ,plan the process and gather the information, discuss and interpret the data, develop a plan of follow-up; identify areas for change and set goals for effective performance of the board members & individual Director also.

CERTIFICATION:

During the year under review, the Company having the following certifications pertaining to the Highest International Standard of Food Safety and Hygiene: 1. FSSAI Central & state License 2. APEDA Recognition 3. IEC: Import Export Code 4. ISO 9001:2015

COMPLIANCE WITH THE SECRETARIAL STANDARD

The Company has complied with all the provisions of Secretarial Standards on Board Meetings and General Meetings issued by the Institute of Company Secretaries of India.

OTHER REGULATORY REQUIREMENT:

The Company has been complied with all regulatory requirements of central government and state government and no order has been passed by the regulatory authority which has impact the going concern status & companys performance in future.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company which have occurred after 31 ^st March, 2023 and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

Registrar of Companies, Ahmedabad has issued order on 10th June, 2019 in matter of Adjudication proceedings under Section 118 and section 454 of the Companies Act 2013 which was not accepted by the Promoters and KMP of the Company and therefore Company has filled Memorandum of Appeal before Regional Director but The Regional Director had rejected the appeal therefore the company had paid the penalty of Rs. 45,000/- under Protest and filled writ petition against the Regional Director. Aside it, there are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations

DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there is no such application made or any proceedings pending under Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE TAKING LOAN FROM THE BANK OR FINANCIAL INSTITUTIONS

During the year under review, the Company has not done any kind of one time settlement and valuation from the Bank or Financial Institutions.

ACKNOWLEDGEMENT AND APPRECIATION:

Yours Directors place on record their appreciation of the sincere and devoted services, rendered by all employees of the company and the continued support and confidence of the customers. The Board expresses special thanks to progressive farmers who have worked hard to achieve International Standards in the quality of their produce. The Board also expresses its sincere thanks to Banks, Financial Institutions, Government Authorities, Agricultural and Processed Food Products Export Development Authority (APEDA), FSSAI and all other well-wishers, for their timely support.

	By Order of the Board of Directors
	For Prime Fresh Limited
Date :07.08.2023
Place : Ahmedabad	Jinen Ghelani
	Managing Director& CFO
	(DIN: 01872929)