To, The Members,
The Directors of “Prime Industries Limited” (PIL) have great pleasure in
presenting the 33rd Annual Report of the company together with the audited
statements of accdounts for the financial year ended 31st March, 2025 along
with report of the Statutory Auditors thereon.
1. Financial Highlights
The summary of financial results of the Company for the period ended 31st
March, 2025 is as under:
PARTICULARS |
Figures for the year ended31st Figures March, 2025 |
for the year ended 31st March, 2024 |
Total revenue |
34.10 |
155.04 |
Less : Total expenses |
14.79 |
36.62 |
Profit/(Loss) before tax |
19.31 |
118.42 |
Less : Tax expense |
4.58 |
10.00 |
Profit/(Loss) for the period |
14.73 |
108.42 |
2. Change in nature of business
There was no change in nature of business during the financial year under review.
3. Future outlook
Our strategy is to be focused on managing the business of the Company and further
strengthening the business model of the Company.
4. Brief description of the Company's working during the year.
During the year under review, your Company has registered gross operating & other
income of Rs. 34.10 Millions as compared to Rs. 155.04 Millions in previous year. The
Company earned a net profit of Rs. 14.73 Millions, against a net profit of Rs. 108.42
Millions in the previous year.
5. Dividend.
The board recommends retaining the earnings in the Company; hence, the Board has not
recommended any dividend on the equity share capital of the Company.
6. Transfer of Reserves.
No amount is being transferred to reserve & surplus in the current year.
7. Management Discussion and Analysis Report.
The Management Discussion and Analysis Report for the year under review as required
under Regulation 34 of SEBI (LODR) Regulations, 2015 is given as a separate statement
forming part of the Annual Report as Annexure-A.
8. Material changes and commitments, if any, 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.
Following are the material changes and commitments which are affecting the financial
position of the Company that have occurred between the end of the financial year to which
the Financial Statements relate and the date of the Report:
A. STRATEGIC INVESTMENT IN “LINGA AGRI TRADING AND MACHINERY PRIVATE
LIMITED”:
The Board of Directors of the Company in its Board Meeting held on 01.05.2025 has
considered and approved the acquisition of 80,001 equity stake equivalent to 50.001% of
the paid up equity share capital of “LINGA AGRI TRADING AND MACHINERY PRIVATE
LIMITED”, to which respect share purchase agreements were executed and signed for
effecting such transfer of shares.
Thereafter, the Board of Directors of “LINGA AGRI TRADING AND MACHINERY PRIVATE
LIMITED” in its meeting held on 07.07.2025 has considered and approved such transfers
of shares, to which effect “LINGA AGRI TRADING
AND MACHINERY PRIVATE LIMITED” become the subsidiary of “PRIME INDUSTRIES
LIMITED.
Following the above mentioned acquisition of a controlling stake in Linga Agri Trading
& Machinery Pvt Ltd (50.001% shares), the company has added a diversified portfolio of
businesses under its subsidiary. Key highlights of Linga Agri's operations include:
Waste Management Solutions: o Supplies Micro Composting Centers (MCC), Material
Recovery Facilities (MRF), and Bio-mining services to municipalities and corporates. o
Active projects in Odisha, Tamil Nadu, Hyderabad, and other regions.
Food Processing Machinery: o Supplying machinery for coconut processing, millet and
vegetable processing, dairy processing, and animal feed production. o Clients include
Tamil Nadu Agricultural University, Tamil Nadu Agricultural Marketing Board, and Crescent
Incubation Centre.
Agricultural Equipment: o Manufacture of coir fiber extraction machines, dehusking
machines, pruning machines, and chaff cutters. o Orders received for large-scale coir
processing units from clients like Aswini Multi Agro Industries and RK Coir.
Defense Projects: o Active defense fabrication projects with BEML worth Rs. 32.76
Crores, related to mobile missile launcher manufacturing, expected delivery by March 2026.
Order Book & Pipeline: o Orders in hand worth Rs. 100 Crores to be executed by FY
2025-26. o Participation in tenders worth Rs. 500 Crores, with expectations of securing at
least Rs. 200 Crores in new orders by Q2 FY 25-26.
Infrastructure: o Three manufacturing units in Coimbatore with a combined floor area of
over 26,500 sq. ft.
This strategic acquisition is aligned with the company's vision of expanding into
diversified sectors such as agri-machinery, defense engineering, waste management, and
food processing. It complements Prime Industries' growth strategy in the capital goods and
industrial solutions segments.
B. DEMAND OF REFUND OF RS. 12.50 CR. FROM KAY BOUVET ENGINEERING LIMITED (KBEL) AS PER
MOU:
As per MOU dated 01.06.2023, the Company has deposited Rs. 12.50 crore into no-lien
account of KBEL, which represents the 10% of One Time Settlement (OTS) amount proposed by
KBEL to the lenders i.e. Rs. 125 crore.
Due to absence of approval of the OTS proposal, lenders have initiated CIRP proceedings
before NCLT, Mumbai against KBEL, in response to such developments and in accordance with
MOU dated 01.06.2023, the Company has requested for the refund of Rs. 12.50 crore as
mentioned above. The Company has mentioned Rs. 12.50 crore as Short term loan and advances
in the note no. 09 of the financial statement of the Company for the financial year ended
31st March, 2025.
9. Significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status
and company's operations in future
During the year under review no significant and material orders have been passed by the
Regulators / Courts that would impact the going concern status of the Company and its
future operations.
10. Listing/Delisting with Stock Exchanges and Depository Services
Your Company's equity shares are listed on The BSE Limited and the Annual Listing Fees
for the year 2025-26 has already been paid to it. Further, the Company's Equity Shares
have been admitted to the depository mechanism of the National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As a result, the
investors have an option to hold the shares of the Company in a dematerialized form in
either of the two Depositories. The Company is also listed on the Calcutta Stock Exchange
(CSE) and it had applied to the Calcutta Stock Exchange Limited for delisting and the said
application is still pending. Company is not filing any documents/information to Calcutta
Stock Exchange Limited.
During the year under review, the Company has filed an Listing Application with BSE
Ltd. for the Listing of 53,50,000 equity shares allotted pursuant to conversion of
53,50,000 warrants thereafter the BSE after the verification of the Application along with
documents submitted approved the Listing Application and issued an Listing Approval
Letter.
The Company has further applied the trading Approval for the same no. of equity shares
with BSE to which respect, the BSE has issued a Trading Approval letter for mandating the
trading of such equity shares.
11.Adequacy of Internal Control
The Company has adequate system of internal controls commensuration with the size of
its operation and business, to ensure that all assets are safeguarded and protected
against loss from unauthorized use or disposition, and to ensure that all the business
transactions are authorized, recorded and reported correctly and adequately.
The Company has appointed Internal Auditors and the scope and authority of the Internal
Audit (IA) function is already defined to the Auditors. To maintain its objectivity and
independence, the Internal Audit function reports to the Chairman of the Audit Committee
of the Board. Based on the report of internal audit and process the company undertakes
corrective action in their respective areas and thereby strengthens the controls.
Significant audit observations and corrective actions thereon, if any, are presented to
the Audit Committee of the Board.
The Company works in a dynamic business environment and adopts the appropriate internal
financial controls, to establish reliability of financial reporting and the preparation of
financial statements for external purposes, in accordance with the generally accepted
accounting principles. It includes inducting and maintaining such business policies and
procedures as may be required to successfully conduct the business of the company and
maintain such records as to correctly record the business transaction, assets and
liabilities of the company in such a way that they help in prevention & detection of
frauds & errors and timely completion of the financial statements.
12. Subsidiary/Joint Ventures/Associate Companies.
The Company did not have any Subsidiary, Joint Venture or Associate Company during the
year under review.
13. Regulatory & Statutory Compliances
A crucial element in business and corporate management is compliance of applicable
statutory provisions and adherence of a business to regulations and laws. Keeping that in
view the Company has complied with all the guidelines, circular, notification and
directions issued by MCA, SEBI, BSE, Income Tax Department etc. from time to time. The
Company also places before the Board of Directors at regular intervals all such circulars
and notifications to keep the Board informed and report on actions initiated on the same.
The Company also complies with the provisions of the Companies Act, 2013 including the
Secretarial Standards issued by ICSI, SEBI LODR Regulations, Income Tax Act 1961, and all
other applicable statutory requirements.
14. Deposits.
The Company has not accepted any public deposits pursuant to the provisions of Section
73 to 76 of the Companies Act, 2013 and the rules made there under and as such, no amount
on account of principal or interest on Pubic Deposits was outstanding on the date of the
Balance Sheet.
15. Auditors.
(a) Statutory Auditors
Based on the recommendation of the Audit Committee and the Board of Directors, Members
of the Company at the 32nd Annual General Meeting held on 30th
September 2024, appointed M/s. Bhushan Aggarwal & Co., Chartered Accountants (ICAI
Firm Registration No. 005362N) as the Statutory Auditors for a term of 5 (five) years
commencing from the conclusion of the 32nd Annual General Meeting until the
conclusion of the Annual General Meeting to be held for the financial year 2028-2029.
During the year, the Statutory Auditors have not reported any incident of fraud to the
Audit Committee of the Company.
There are no qualifications, reservations or adverse remarks or disclaimers made by
M/s. Bhushan Aggarwal & Co., Chartered Accountants, Statutory Auditors, in their
report and the Auditors report were self-explanatory.
(b) Secretarial Auditors and Secretarial Audit Report.
Pursuant to the provisions of Section 204 of the Companies Act, 2013, your Directors
had appointed M/s. Pooja M Kohli & Associates, Practicing Company Secretaries, to
undertake the Secretarial Audit of your Company for the year ended 31st March
2025.
The Secretarial Auditors have issued audit report for the year ended 31st
March 2025. The comments made by the Secretarial Auditors are self-explanatory. Their
report is annexed herewith as Annexure to this Report.
There were no qualifications, reservations or adverse remarks or disclaimers made by
M/s. Pooja M Kohli & Associates, Company Secretary in whole time practice, Secretarial
Auditors, in their report and the Secretarial Report were self-explanatory.
Further, as per the amended Regulation 24A of SEBI (LODR), Regulations, 2015, the
Company is required to appoint a Secretarial Auditor who shall be a Peer Reviewed Company
Secretary firm. Accordingly, your Board recommends the appointment of M/s. Pooja M Kohli
& Associates, Company Secretaries as the Secretarial Auditors of the Company for a
term of Five (5) consecutive years from F.Y. 2025-26 to F.Y. 2029-30 at a remuneration as
may be approved by the Board of Directors from time to time in consultation with the
Secretarial Auditor of the Company, subject to the approval of the shareholders in ensuing
Annual General Meeting for the FY 2024-2025.
(c) Internal Auditors.
The Board of Directors of the Company has appointed M/s S. Jain & Co., Chartered
Accountant (FRN: 009593N) as Internal Auditors to conduct Internal Audit of the Company
for the Financial Year ended March 31, 2025.
The Board of the Company has further approved the re-appointment of M/s S. Jain &
Co., Chartered Accountant (FRN: 009593N) for the financial year 2025-26.
(d) Cost Auditors and Maintaince of cost records
In terms of provision of Section 148 read with Rule 3 & 4 of Companies (Cost
Records and Audit) Rules, 2014, the Company is not required to maintain its cost records
and undertake its audit.
Bhushan Aggarwal & Co., Chartered Accountants, Statutory Auditors of the Company,
have audited the accounts of the Company for the year 2024-25 and their Report is annexed.
Pursuant to Section 143(3)(i) of the Companies Act, 2013, the Statutory Auditors have also
reported on the adequacy and operating effectiveness of the internal financial controls
system over financial reporting, which has been enclosed as ‘Annexure' to Independent
Auditor's Report.
There are no qualifications, reservations or adverse remarks made in the Auditor's
Report.
17. Reporting of frauds by Auditors
During the year under review, the Statutory Auditors and Secretarial Auditors have not
reported any instances of frauds committed in the Company by its Officers or Employees.
18. Extract of the annual return.
Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read
with Rule 12 of the Companies (Management and Administration) Rules, 2014, an extract of
Annual Return in prescribed Form MGT-9 is uploaded on the website of the Company and it
can be accessed at https://www.primeindustrieslimited.com/investors.html
19. Conservation of energy, technology absorption and foreign exchange earnings and
outgo.
Information with respect to Conservation of energy, technology, absorption, foreign
exchange earnings and outgo pursuant to Section 134 of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable because there are no
manufacturing activities in the Company.
20. |
Board of Directors and Key Managerial Personnel. |
|
|
The Company's Board comprised seven Directors as on
March 31, 2025, viz. |
|
Mr. Rajinder Kumar Singhania (DIN: 00077540), |
Managing Director |
|
Mr. Harjeet Singh Arora (DIN: 00063176), |
Non-Executive, Non-Independent Director |
|
Mrs. Ritu Sarin (DIN: 02503754), |
Non-Executive, Independent and Woman Director |
|
Mr. Deepak Chauhan (DIN: 10263588), |
Non-Executive, Independent Director |
|
Dr. Rajiv Kalra (DIN: 07143336), |
Non-Executive, Independent Director |
|
Mr. Saket Agarwal (DIN: 00203084), |
Non-Executive, Non-Independent Director |
Details of KMP and changes as below:
Managing Director: - Mr. Rajinder Kumar Singhania is the Managing Director of the
Company. Chief Financial Officer: - Mr. Rajesh Kumar Kakar is the Chief Financial Officer
of the Company.
Company Secretary and Compliance Officer: - Mr. Mohit Verma (ACS 67765) is the Company
Secretary and Compliance Officer of the Company.
(a) Statement on Declaration by Independent Directors.
The Company has received declaration from each independent director under Section
149(7) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (‘Listing Regulations'), that they meet the criteria
of independence laid down in the Companies Act, 2013 and Listing Regulations. In terms of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and based on the
Declarations received by the Company under Section 149(7) of the Companies Act, 2013 the
following Non-Executive Directors are identified as Independent Directors of the Company
as on 31.03.2025. i) Dr. Rajiv Kalra ii) Mr. Deepak Chauhan iii) Mrs. Ritu Sarin
(b) Appointment / Re-appointment / Resignation / Cessation of Directors.
In order to ensure compliance with Section 152(6) of the Act, the Board has considered
that:
Mr. Harjeet Singh Arora (DIN: 00063176), Non-Executive and Non-Independent Director of
the Company, shall retire at the ensuing AGM and being eligible offers himself for
re-appointment, for ensuring compliance with Section 152(6) of Act. Relevant details,
including brief profile of the Director seeking appointments at the ensuing Annual General
Meeting, have been furnished in the Notice of the Annual General Meeting.
During the year under review, one of the Independent Director of the Company i.e. Mr.
Ashwani Kumar (DIN: 00030307) has completed his second term of five years on 30th
September, 2024, so as per section 149 (11) of the Companies Act, 2013, no independent
director shall hold office for more than two consecutive terms, therefore, Mr. Ashwani
Kumar (DIN: 00030307) ceased to be independent Director w.e.f. 30th September,
2024.
The Company hereby extending thanks to Mr. Ashwani Kumar, for being with the Company as
an Integral Part for such a long time.
(c) Remuneration to Directors/Employees and related analysis.
During the year under review, no employee of the Company received salary in excess of
the limits as prescribed under the Act. Accordingly, no particulars of employees are being
given pursuant to Section 134 of the Companies Act, 2013 read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The details
pertaining to the ratio of the remuneration of each director to the median employee's
remuneration and other prescribed details as required under section 197(12) of the
Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are annexed herewith and forms part of the Directors'
Report.
21. Number of meetings of the Board of Directors and General Meetings.
The board meetings were convened by giving appropriate notice. The Board meets at least
once a quarter to review the results and other items on the agenda, once a year for the
Annual General Meeting. When necessary, additional meetings were held. Regular meetings of
the Board were held to discuss and decide on various business policies, strategies and
other businesses. The Board met Nine (9) times during the FY 2024-25 viz. on 14.05.2024,
30.05.2024, 27.06.2024, 14.08.2024, 29.08.2024, 11.09.2024, 13.11.2024, 01.01.2025 and
13.02.2025. Annual General Meeting for financial year 2023-24 was held on 30th
September, 2024 and one special resolution was passed through postal ballot on 30th
July, 2024.
22. Committees of Board of Directors of the Company.
The Company has 3 (three) Committees which have been established in compliance with the
requirements of the relevant provisions of Companies Act, 2013 and SEBI (Listing
Obligations and Disclosures Requirements) Regulations, 2015. The Company has formed
following Committees of the Board:
Audit Committee.
To ensure the composition & independence of the Committee as per the Companies Act,
2013, the Audit Committee's composition and terms of reference are in compliance with
provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing
Regulations. As on 31.03.2025, the Audit Committee is comprised of three Non- Executive
Independent Directors viz. Mr. Rajiv Kalra as Chairman, Mrs. Ritu Sarin and Mr. Deepak
Chauhan as members of the Audit Committee. All the Members of Audit Committee are
financially literate and have accounting knowledge to interpret and understand the
financial statements.
Mr. Mohit Verma, Company Secretary and Compliance officer of the Company acts as a
Secretary to the Audit Committee. The Audit Committee meetings were held at the Registered
Office of the Company and the representatives of Statutory Auditors, Internal Auditor,
CFO, executives from finance & secretarial departments and Managing Director and other
departmental heads may attend the meeting whenever required. The Company Secretary of the
Company acts as the secretary of the Committee. During the year Audit Committee members,
met five (5) times on
30.05.2024, 14.08.2024, 29.08.2024, 13.11.2024 and 13.02.2025. Nomination and
Remuneration Committee.
Committee is constituted in line with the provisions of Regulation 19 of SEBI Listing
Regulations, read with Section 178 of the Act., The Nomination and Remuneration Committee
comprises of Mr. Rajiv Kalra (Chairman), Mr. Deepak Chauhan and Mr. Harjeet Singh Arora,
as on 31.03.2025.
Policy on Remuneration of Directors, Key Managerial Personnel & senior employees is
annexed herewith and forms the part of Board Report. Policy is also available on the
website of the Company and can be accessed at
https://www.primeindustrieslimited.com/nomination%20&%20remuneration%20PIL.pdf During
the year Nomination and Remuneration committee members, met One (1) time on 29.08.2024.
Stakeholders Relationship Committee
The Stakeholders' Relationship Committee is constituted in line with the provisions of
Regulation 20 of SEBI Listing Regulations read with section 178 of the Act. The
Stakeholders' Relationship Committee of Board (SRC) comprises Mr. Harjeet Singh Arora
(Chairman), Mr. Deepak Chauhan (Member) and Mr. Rajiv Kalra (Member), as on 31.03.2025.
SRC monitors Redressal of complaints received from shareholders/ investors with respect to
transfer of shares, non-receipt of dividend, non-receipt of Annual Reports, interest
payment on Bonds, etc.
During the FY 2024-25, no complaints were received. There was no complaint outstanding
as on 31st March, 2025. Also, no instruments of transfer were pending as on 31st
March, 2025. The Company Secretary is the Compliance Officer of the Committee. The
Committee meets as and when required, to deal with the investor related matters etc. One
stakeholders' relationship committee meeting was held during the year on 13.02.2025.
23. Share Capital.
The paid-up Equity Share Capital as on March 31, 2025 was Rs. 10.50 crores. During the
financial year under review, the Company has allotted 53,50,000 equity shares pursuant to
conversion of 53,50,000 warrants, details of which are mentioned herein below. The Company
has not issued any shares with differential voting rights for the period ended 31.03.2025.
During the financial year under review 2024-25, following changes/updates related to share
capital has been undertaken:
A. ALLOTMENT OF 53,50,000 EQUITY SHARES PURSUANT TO CONVERSION OF 53,50,000 WARRANTS
AND
RECEIPT OF EXERCISE PRICE:
Pursuant to the approval of the Board of Directors at its meeting held on January 1,
2025, it was considered and approved to allot 53,50,000 (Fifty Three Lac Fifty Thousand
only) Equity Shares of face value of Rs. 5/- (Rupees Five only) each upon conversion of
53,50,000 (Fifty Three Lakhs Fifty Thousand only) warrants at an issue price of Rs. 13/-
(Rupees Thirteen only) each, including premium of Rs. 8/- each (as determined in
accordance with the pricing guidelines prescribed under Chapter V of the SEBI ICDR
Regulations) (the “Issue Price”), under Preferential Allotment, belonging to the
Promoter and non-promoter category.
Further the Company has received the Listing Approval and Trading Approval from BSE
Ltd. for such allotted equity shares.
24. Vigil Mechanism / Whistle Blower Policy.
The Company has established a vigil mechanism for Directors and Employees to report
their genuine concerns in compliance with provision of Section 177 (10) of the Companies
Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015.
The Audit Committee of the Board oversees the functioning of this policy. Protected
disclosures can be made by a whistle blower through several channels to report actual or
suspected frauds and violation of Company's Code of Conduct and/or Ethics Policy.
A copy of the Vigil Mechanism/Whistle Blower as approved by the board may be accessed
at https://www.primeindustrieslimited.com/PIL%20WHISTLE%20BLOWER.pdf
25. BOARD EFFECTIVENESS
Familiarization Programme for Independent Directors
Further the Company imparts Familiarization Programmes for new Independent Directors
inducted on the Board of the Company. The Familiarization Programme of the Company
provides information relating to the Company. The programme also intends to improve
awareness of the Independent Directors on their roles, rights, responsibilities towards
the Company. Further, the Familiarization Programme also provides information relating to
the financial performance of the Company and budget, control process of the Company. The
Managing Director or such other authorized officer(s) of the Company shall lead the
Familiarization Programme on aspects relating to business / industry. The Chief Financial
Officer or such other authorized officer(s) of the Company may participate in the
programme for providing inputs on financial performance of the Company and budget, control
process, etc. The familiarization program and other disclosures as specified under the
Listing Regulations is available on the Company's website at:
https://www.primeindustrieslimited.com/pil-familarisation-programme-for-independent-directors.pdf.
Evaluation of the Board's Performance
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and
Remuneration Committee has laid down the criteria for evaluation of the performance of
individual Directors and the Board as a whole. Based on the criteria the exercise of
evaluation was carried out through a structured process covering various aspects of the
Board functioning such as composition of the Board and committees, experience &
expertise, performance of specific duties & obligations, attendance, contribution at
meetings & Strategic perspectives or inputs regarding future growth of company, etc.
The performance evaluation of the Chairman and the Non-Independent Directors was carried
out by the Independent Director. The performance of the Independent Directors was carried
out by the entire Board (excluding the Director being evaluated). The Directors expressed
their satisfaction with the evaluation process.
26. Particulars of loans, guarantees or investments under Section 186.
During the financial year ended 31st March, 2025 under review, the Company
has neither granted loan/s (secured or unsecured), provided guarantees or securities in
connection with any loan/s availed by others nor made any investments pursuant to the
provisions of Section 186 the Companies Act, 2013 read with the Companies (Meetings of
Board and its Powers) Rules, 2014 (as amended) exceeding the limits as approved by the
shareholders of the Company. Please refer note no. 9 of the Financial Statement of the
Company.
27. Particulars of contracts or arrangements with related parties.
All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arm's length
basis. During the year, the Company had not entered into any contract / arrangement /
transaction with related parties which could be considered material in accordance with the
policy of the Company on materiality of related party transactions. The Policy on dealing
with materiality of related party transactions as approved by the Board may be accessed on
the Company's website at the link:
https://www.primeindustrieslimited.com/pil-policy-on-dealing-with-rpt.pdf
28. Insider Trading Regulations.
In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 the Company has
adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate
trading in securities by the Directors and designated employees of the Company. The
details of the Insider Trading Policy have posted on the website of the Company at
following link: (Link:
https://www.primeindustrieslimited.com/Code%20of%20Fair%20disclosure%20PIL%20Insider%20Trading%20Regul
ation%20SEBI%202015.pdf).
The Code requires Trading Plan, pre-clearance for dealing in the Company's shares and
prohibits the purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive information in relation to
the Company and during the period when the Trading Window is closed. However, there were
no such instances in the Company during the year 2024-25.
Further the Company is regularly capturing the unpublished price sensitive information
in the SDD software maintained by the Company.
29. Nomination and Remuneration Policy.
The Company's Nomination and Remuneration Policy formulated by the Nomination and
Remuneration Committee deals with the appointment and remuneration of Directors and KMPs
of the Company. The policy also covers the criteria for determining qualifications,
positive attributes, independence of a Director and KMP. In terms of Section 134(3) (e) of
Companies Act, 2013 the Nomination and Remuneration Policy of the Company is annexed
herewith and forms part of this Annual Report. Nomination and Remuneration Policy also
published by the Company on its website :
https://www.primeindustrieslimited.com/nomination%20&%20remuneration%20PIL.pdf
Risk Management.
A well-defined risk management mechanism covering the risk mapping and trend analysis,
risk exposure, potential impact and risk mitigation process is in place. The objective of
the mechanism is to minimize the impact of risks identified and taking advance actions to
mitigate it. The mechanism works on the principles of probability of occurrence and
impact, if triggered. A detailed exercise is being carried out to identify, evaluate,
monitor and manage both business and non-business risks.
The Board of Directors of the Company and the Audit Committee shall periodically review
and evaluate the risk management system of the Company so that the management controls the
risks through properly defined network. Head of Departments shall be responsible for
implementation of the risk management system as may be applicable to their respective
areas of functioning and report to the Board and Audit Committee. The Company has not made
Risk Management Committee, but the Board of Directors and Audit Committee is looking after
the Risk Management of the Company.
Risk Management Policy is also published by the Company on its website:
https://www.primeindustrieslimited.com/Risk%20management%20policy%20-%20PIL.pdf
30. Human Resources Development.
Your Company continuously invests in attraction, retention and development of talent on
an ongoing basis. The Company thrust is on the promotion of talent internally through job
rotation and job enlargement.
31. Report on Corporate Governance.
The Company is committed to maintain the highest standards of corporate governance and
adhere to the corporate governance requirements set out by SEBI. The Corporate Governance
report of the Company as per Part C of the Schedule V of the SEBI (LODR) Reg. 2015 being
part of this report is attached along with this report.
32. Corporate Social Responsibility.
The provisions of Section 135 of Companies Act, 2013 are not applicable on the Company.
33. Prevention of Sexual Harassment at Workplace.
To prevent sexual harassment of women at work place, The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th
December, 2013 as amended from time to time. The Company has zero tolerance for sexual
harassment at workplace in line with provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules there under for
prevention and redressal of complaints of sexual harassment at workplace.
The details of the complaints received and resolved during the financial year 2024-25
are as follows:
Sr. No. |
Particulars |
No. of Complaints |
1. |
Number of complaints filed during the financial year: |
Nil |
2. |
Number of complaints disposed of during the financial year: |
Nil |
3. |
Number of complaints pending as on end of the financial |
Nil |
|
year: |
|
34. Directors' Responsibility Statement.
Pursuant to the provisions of Section 134(5) of the Companies Act 2013 with respect to
Directors' Responsibility Statement, the Directors hereby confirm that: (a) In the
preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures; (b) The Directors had
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) The Directors had 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) The Directors had prepared the annual accounts on a going
concern basis; and (e) The Directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such internal financial
controls are adequate and were operating effectively. (f) The Directors have devised
proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.
35. A statement by the Company with respect to the compliance of provisions relating to
the Maternity Benefits Act, 1961
There was no occasion during the financial year under review, to make available any
such rights to any women employee of the Company.
Further, The Company remains committed to providing a safe, supportive, and inclusive
work environment.
36. Managing Director (MD) and Chief Financial Officer (CFO) Certificate.
In terms of the Listing Regulations, the certificate, as prescribed in Part B of
Schedule II of t he said Regulations, has been obtained from the Chief Financial Officer
and Managing Director of the Company, for the financial year 2024-25 with regard to the
financial statements and other matters. The said certificate forms part of this Annual
Report.
37. Dividend Distribution Policy.
Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (‘Listing Regulations') is not applicable
on the Company.
38. Secretarial Standards of ICSI.
The Board has devised proper systems and processes for complying with the requirements
of applicable Secretarial Standards issued by the Institute of Company Secretaries of
India (ICSI) and that such systems were adequate and operating effectively.
39. Miscellaneous
Your company has not issued equity shares with differential rights as to dividend,
voting or otherwise; Your Company did not allot any sweat equity shares. Therefore, no
disclosures as required under Rule 8(13) of Companies (Share Capital and Debentures)
Rules,2014. During the financial year under review, no applications was made or proceeding
initiated against the Company under the Insolvency and Bankruptcy Code, 2016 nor any such
proceeding was pending at the end of the financial year under review.
40. Disclosure related to Insolvency and Bankruptcy Code, 2016
Pursuant to the provisions of Companies (Accounts) Rules, 2014, the Company affirms
that for the year ended on March 31, 2025, there were no proceedings, either filed by the
Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016,
before the National Company Law Tribunal or any other court.
41. Cyber Security
There were no cyber security incidents w.r.t breach or loss of data or documents during
the year under review.
42. Acknowledgement
Your directors express their sincere gratitude to all departments of the Central and
State Government, as well as various organizations and agencies, for their continued help
and cooperation extended to the Company.
We acknowledge the invaluable support of all stakeholders, including financial
institutions and banks throughout the year.
The directors also formally recognize the unwavering dedication and contributions of
all employees of the Company, whose commitment and effort have played a crucial role in
our achievements.
Place: Ludhiana |
For and on behalf of the Board of Directors |
Date : 30.08.2025 |
|
Prime Industries Limited |
|
Sd/- |
Sd/- |
|
(Harjeet Singh Arora) |
(Rajinder Kumar Singhania) |
|
Director |
Managing Director |
|
DIN : 00063176 |
DIN :00077540 |
