Directors Report of Prima Agro Ltd.

Mar 31, 2024

It''s a matter of enormous pleasure to present to you the 37^th 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 world''s 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 India''s 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 India''s prompt and decisive monetary policy measures,
which include suitable policy rates and liquidity measures, are further fuelling India''s 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 world''s 3rd largest
economy in the next 5 years

Growth Projection: The review predicts that India''s 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 world''s 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 12^th April 2013 and is due
for redemption on 11^th 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 arm''s 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 22^nd November, 2021 is
provided as Appendix 2 and 3 of the Notice of 37^th 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 35^th Annual
General Meeting till the conclusion of the 40^th 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 Auditor''s 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 AUDITOR''S 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 37^th 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 for the
appointment of Mr. Kushagra Gupta (DIN: 08477477) and Mrs. Sarita Jindal (DIN: 00021622) as Non¬
Executive 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 25^th July
2024 as Additional Directors to be regularized as Directors in the respective categories at the ensuing
37^th 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 37^th 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 company''s
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 Board''s Report as Annexure I.

25. DECLARATION BY INDEPENDENT DIRECTORS

The Company has two Independent Directors on Board as on 31^st 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 25^th 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 company''s 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 Company''s 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 DIRECTOR''S MEETING:

The Independent Directors met on 30^th 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 Company''s 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 Board''s 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 Company''s 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. DIRECTOR''S 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 31^st 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 31^st 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 Company''s 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 Company''s 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 31^st 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 Director''s 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 Company''s 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)

---

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

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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

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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 AS–13 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

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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