Prima Industries Limited has successfully obtained approval from the National Company Law Tribunal (NCLT) Kochi Bench for the further issue of unlisted preference shares to facilitate the redemption of existing preference shares worth ₹5.20 crore. The order, dated January 21, 2026, marks a significant step in resolving the company's preference share redemption obligations.

NCLT Order Details

The NCLT Kochi Bench, through Order No. CP(C/Act)/9/KOB/2025, has granted permission for the company to issue redeemable preference shares with specific terms and conditions:

Background and Share Structure

Prima Industries Limited, incorporated in 1994 under the Companies Act 1956, has an authorized share capital of ₹25 crore comprising 1.35 crore equity shares and 1.15 crore preference shares of ₹10 each. The company's paid-up capital stands at ₹21.98 crore, consisting of 1.08 crore equity shares and 1.12 crore preference shares.

The company originally issued 51,97,403 units of 10% Cumulative Redeemable Preference Shares (CRPS) of ₹10 each to Industrial Development Bank of India (IDBI) on July 24, 2002. These shares were subsequently transferred to Ayyappa Roller Flour Mills Limited on April 4, 2012. An additional 60,00,000 CRPS were issued to Ayyappa Roller Flour Mills Limited on March 27, 2013, making it the sole preference shareholder.

Compliance and Regulatory Actions

The tribunal noted significant delays in the company's compliance with statutory requirements. The preference shares became due for redemption on July 23, 2022, but the company obtained shareholder consent only on October 16, 2023. The Board meeting to approve the extension was held on May 30, 2024, followed by the Annual General Meeting on August 22, 2024.

The Registrar of Companies had earlier imposed a penalty of ₹2,50,000 on the company and its Managing Director for violating Section 55(2) of the Companies Act 2013 due to delayed redemption. The company has already paid this penalty.

Key Provisions and Implementation

Under Section 55(3) of the Companies Act 2013, companies unable to redeem preference shares due to lack of profits can issue further redeemable preference shares with tribunal approval and consent of three-fourths preference shareholders. The NCLT found all statutory requirements satisfied and approved the proposal as genuine and bona fide.

The tribunal's order includes several important directives:

• Permission to issue redeemable preference shares for 20 years from July 24, 2022 to July 23, 2042
• Original unredeemed preference shares to be deemed redeemed upon new issue
• New shares to be issued equal to amount due including dividend arrears
• No impact on company's share capital structure
• Mandatory filing with Registrar of Companies along with penalty payment proof

The company has committed to continue paying dividends at the existing rate during the extended period, ensuring no hardship to preference shareholders. Prima Industries must now implement the order in accordance with the Companies Act 2013 and other applicable laws while depositing the imposed penalty of ₹1,00,000 to the National Defence Fund.

Prima Industries announced the resignation of Mrs. Neethu Subramoniyan (DIN: 08788544) from her position as Independent Director, effective November 18, 2025. The company disclosed this information in a regulatory filing to the Bombay Stock Exchange (BSE) on the same day.

Resignation Details

Mrs. Subramoniyan cited personal reasons and other occupancies as the grounds for her departure. Her resignation will result in vacancies across multiple board committees, including:

• Audit Committee (Chairman)
• Corporate Social Responsibility Committee (Chairman)
• Nomination and Remuneration Committee
• Stakeholders Relationship Committee
• Risk Management Committee

Impact and Compliance

The board of Prima Industries has acknowledged the resulting vacancies and plans to reconstitute the committees upon appointing a new Independent Director. This process will be carried out in compliance with Regulations 18, 19, 20, and 21 of SEBI (LODR) Regulations, 2015, as well as Section 135 of the Companies Act, 2013.

In accordance with Regulation 25(6) of SEBI LODR Regulations, 2015, Prima Industries is required to fill the Independent Director vacancy within three months from the date of resignation or earlier if a suitable candidate is identified and appointed.

Other Directorships

Mrs. Subramoniyan's resignation from Prima Industries does not affect her other directorships. She continues to serve as:

1. Independent Director at Richfield Financial Services Limited

   • Committee memberships: Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee

2. Independent Director at Prima Agro Limited

   • Committee memberships: Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee, Corporate Social Responsibility Committee

3. Independent Director at Ayyappa Roller Flour Mills Limited (Unlisted Public Company)

   • Committee memberships: Audit Committee, Nomination and Remuneration Committee

The company has confirmed that there are no material reasons for Mrs. Subramoniyan's resignation other than those stated in her resignation letter. Prima Industries has submitted the required disclosures and documentation to the BSE in compliance with SEBI regulations and circulars.

Investors and stakeholders of Prima Industries should take note of these changes in the company's board composition and the upcoming process of filling the Independent Director position.