| Dear Members,
The Directors are pleased to present the 22nd Annual Report and the
Audited Accounts of the Company for the year ended 31st March 2014.
1. FINANCIAL RESULTS:
The Financial Results for the period 1st April, 2013 to 31st March,
2014 are as under.
(Rs. in lacs)
Particulars 2013-14 2012-13
Operating & Other Income 16.02 48.01
Profit (Loss) before tax (0.47) (2.50)
Provision for Tax
* Current - -
* Deferred Tax 1.21 1.14
Profit (Loss) after Tax (PAT) 0.74 (1.36)
2. MANAGEMENT DISCUSSION AND ANALYSIS
During the year under review, your Company has registered gross
operating & other income Rs. 16.02 lacs as compared to Rs. 48.01 lacs
in previous year.
3. PROFITABILITY
The Company has gained a profit of Rs. 0.74 lacs during the year as
compared to loss of Rs. 1.36 lacs of the previous year.
4. DIVIDEND
Keeping in view the results of operations, your Directors are unable to
recommend dividend for the year under review.
5. DIRECTOR(S)
Pursuant to the provisions of Section 152 of the Companies Act, 2013
and in accordance with the Articles of Association of the Company, Mr.
Harjeet Singh Arora, a Director of the Company retires by rotation at
the forthcoming Annual General Meeting and being eligible offers himself
for re-appointment. Notice convening the Annual General Meeting includes
the proposal for his re-appointment as the Director.
As on the date of this report, the Company's Board consists of the
following Independent Directors:ú
Mr. Ashwani Kumar
Mr. Darshanjit Singh Minocha
The period of office of the aforementioned directors was liable to
determination by retirement of directors by rotation under erstwhile
Companies Act, 1956. In terms of sections 149 (10) and other applicable
provisions of the Companies Act, 2013 and the Rules made thereunder, the
aforesaid directors being eligible and offering themselves for
appointment, are proposed to be appointed as Independent Directors for
a term of Five (5) consecutive years commencing from conclusion of the
ensuing AGM. Brief profiles of the proposed appointees together with
other disclosures in terms of clause 49 of the Listing Agreement are
part of the Annexure to the Notice of the 22nd Annual General Meeting.
6. ADEQUACY OF INTERNAL CONTROL
The Company has a proper and adequate system of internal control, to
ensure that all assets are safeguarded, properly utilized and protected
against loss from unauthorized use or disposition and those transactions
are authorized & recorded by the concerned departments properly and
reported to the Audit Committee/Board.
7. PUBLIC DEPOSITS
The Company has not accepted any public deposits within the meaning of
Section 58A of the Companies Act, 2013 and Section 73 of the Companies
Act, 2013 and the Rules made there under and as such, no amount on
account of principal or interest on Public Deposits was outstanding on
the date of the Balance Sheet.
8. DIRECTORS' RESPONSIBILITY STATEMENT DIRECTORS'
In pursuance to the provisions of Section 217(2AA) of the Companies Act,
1956, we, the Directors confirm that:
i) In the preparation of the accounts, the applicable accounting
standards have been followed along with proper explanations and there
are no material departures from the same.
ii) Appropriate accounting policies have been selected and applied
consistently, and have 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 or
loss of your Company for that period.
iii) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv)The annual accounts have been prepared on a going concern basis
except in respect of manufacturing activities which have been
discontinued.
9. AUDIT COMMITTEE
To ensure the composition & independence of the Committee as per the
Companies Act, 2013, the Audit Committee has been re-constituted of 3
Non-Executive Directors viz. Mr.Harjeet Singh Arora, Mr.Ashwani Kumar
and Mr. Darshan Jit Singh Minocha. All the members of Audit Committee
are financially literate and have accounting knowledge to interpret and
understand the financial statements. Mr. Ashwani Kumar has been
reconfirmed to be the Chairman of the Audit Committee.
10. LISTING / DE-LISTING OF SHARES The Shares of your Company are
presently listed on the Bombay Stock Exchange Limited, Mumbai (BSE) and
the Annual Listing Fees for the year 2014-15 has already been paid.
11. AUDITORS The retiring Statutory Auditors, namely, M/s. Sukhminder
Singh & Co., Chartered Accountants, Firm Registration No. 016737N,
Ludhiana, hold office until the conclusion of forthcoming Annual General
Meeting (AGM) and being eligible, seek their re-appointment. The
Auditors have furnished a certificate to the effect that their
re-appointment, if made, at the ensuing AGM, will be within the limits
prescribed under Section 141 of the Companies Act, 2013 and that they
are not beneficially holding any security or interest in the Company as
defined under Companies Act, 2013. The Board on recommendation of the
Audit Committee recommends the re-appointment of M/s. Sukhminder Singh &
Co. as Statutory Auditors for the next three (3) Financial Years i.e.
2014-15, 2015-16 & 2016-17 subject to annual ratification by the members
at the AGM. Members are requested to consider their re-appointment and
authorize the Board of Directors to fix their remuneration for the year
2014-15.
12. AUDITORS' REPORT
The Auditors' Report on the Accounts of the Company for the period under
review is self - explanatory and requires no comments.
13. CORPORATE GOVERNANCE Pursuant to Clause 49 of the Listing Agreement
with the Stock Exchanges, a separate section titled "Report on Corporate
Governance" has been included in this Annual Report. Your Directors are
pleased to report that your company fully adheres to the standards set
out by the Securities & Exchange Board of India's Corporate Governance
Practices and has implemented all of its stipulations. A certificate
from the Company's Statutory Auditors in terms of Clause 49 of the
Listing Agreement is annexed to and forms part of the Directors' Report.
The CEO certificate duly signed forming part of the Corporate Governance
Report, has been submitted to the Board. All Board Members have also
affirmed compliance to the Code of Conduct.
14. HUMAN RESOURCE DEVELOPMENT The Company always follows the policy of
creating a healthy environment and work culture resulting into
harmonious inter-personnel relations. The relations at all levels of the
Company have remained very cordial throughout the year.
15. PARTICULARS OF EMPLOYEES During the period under review, no employee
received salary in excess of the limits as prescribed under the Act.
Accordingly, no particulars of employees are being given pursuant to
Section 217(2A) of the Companies Act, 1956.
16. VIGIL MECHANISM
Pursuant to the provisions of Section 177 (9) & (10) of the Companies
Act, 2013, a Vigil Mechanism for directors and employees to report
genuine concerns has been established.
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information with respect to conservation of energy, absorption, foreign
exchange earnings and outgo pursuant to Section 217(1) (e) of the
Companies Act, 1956 read with Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988 is not applicable at
present because there were no manufacturing activities in the Company
during the year under review.
18. ACKNOWLEDGEMENT
Your Directors are pleased to place on record their appreciation and
express their gratitude to the Company's Bankers, Clients, Advisors and
Business Associates for their continued and valuable co-operation and
support to the Company from time to time. Your Directors also wish to
express their gratitude to investors for the faith that they continue to
repose in the Company. Your Directors would also like to place on record
their appreciation for committed services rendered by the employees at
all levels of your company and its subsidiary companies.
FOR AND ON BEHALF OF
PRIME INDUSTRIES LIMITED
Date : 30.05.2014 Sd/ Sd/
Place : Ludhiana (R.K. Singhania) (Harjeet Singh Arora)
Managing Director Director
DIN - 00077540 DIN - 00063176 |