Prashant India Director Discussions


To,

The Members

Prashant India Limited

Your directors have pleasure in presenting their 40ttAnnual Report along with the Standalone Audited Statement of accounts for the year ended on 31st March, 2023 and Auditors Report thereon.

FINANCIAL RESULTS

The summarized financial results (Standalone) for year ended 31st March 2023 are as under: (Amount Rs. in Thousands)

PARTICULARS Current year Previous year
31/03/2023 31/03/2022
Income from Operations 9886.249 10,401.505
Other income 498.590 453.597
TOTAL INCOME 10384.839 10,855.102
Less : Total Expenditure before Int., Depreciation &
Tax 11133.890 11,372.399
Profit/(Loss) before Int., Depreciation & Tax (749.051) (517.297)
Less : Interest 22.559 24.536
Profit/(Loss) before Depreciation (771.610) (541.833)
Less : Depreciation 893.252 965.407
Profit/(Loss) before Exceptional and
extraordinary items and Tax (1664.862) (1,507.240)
Less : exceptional items (773.940) (67.481)
Profit/(Loss) before extraordinary items and
Tax (2438.802) (1,574.721)
Less: Extraordinary items 0 0
Profit/(Loss) before Tax (2438.802) (1,574.721)
Less : Provision for Tax 0 0
: Deferred Tax 0 0
: Excess/short provision relating to
earlier year Tax 0 0
Profit /(Loss) after Tax (2438.802) (1,574.721)
Add: Adj. In respect of Profit From Discontinuing
operation 0 0
Less: Adjustment of short provision of I.TAX 0 0
Less: Transfer to Debenture Redemption Reserve
0 0
Less: Transfer to Reserves 0 0
Less: Dividend paid on Equity Shares 0 0
Less: Dividend paid on Preference Shares 0 0
Less: Dividend Distribution Tax
0 0
Balance (2438.802) (1,574.721)
Add: Surplus/Deficit B/F. from Pre. Year (441173.058) (4,39,598.337)
Balance Carried to B/s. (443611.859) (4,41,173.058)

Company incurred loss of Rs. -2438.802 Thousands.

The company continues to operate in two segments Textiles and Wind Power Generation business. The BIFR has restored the companys reference in conformity with the order passed by the Honble High Court of Gujarat for fresh hearing under the provisions of the Sick Industrial Companies (Special Provisions) Act, 1985.

DISCLOSURES UNDER SECTION 134(3) OF THE COMPANIES ACT, 2013

1. Section 134(3)(a) EXTRACTOF ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, as amended, the extract of the Annual Return as at March 31, 2023, in the prescribed form MGT -9, is not required to be published. However, Annual Return in Form MGT-7 will be/has been placed on Companys web site and can be accessed at www.prashantindia.info.

2. Section 134(3)(b) NUMBER OF BOARD MEETINGS:

During the Financial Year 2022-23, 6 [Six] meetings of the Board of Directors of the Company were held as under:

30.05.2022 12.08.2022 10.11.2022
03.02.2023 10.03.2023 29.03.2023

3. Section 134(3)(c) DIRECTORS RESPONSIBILITY STATEMENT.

In accordance with the provisions of section 134(5) of the Companies Act, 2013 Directors confirm and submit the Directors Responsibility Statement that:

a. in the preparation of the annual accounts, for the financial year ended March 31, 2023 the applicable accounting standards read with requirements set out under Schedule III to the Act 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 31st March, 2023 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 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

The Directors state that no fraud by Company has been committed nor any fraud on the Company by its officers/employees has been noticed during the Financial Year 2022-23.

The Auditors have not reported any fraud by the Company or any fraud on the Company by its officers/employees to the Audit Committee and to the Board of Director during the Financial Year.

There is no fraud exceeding the limit prescribed auditor has not field any report of fraud to the Central Government under Section 143 (12) of Companies Act, 2013.

5. Section 134(3)(d) DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received necessary declaration from each Independent Director confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

6. Section 134(3)(e) COMPANIES POLICY ON DIRECTORS APPOINTMENT, REMUNERATION AND INDEPENDENCE

As required by Section 178(1)/178(3) Company has constituted Nomination and Remuneration Committee which formulate the criteria for determining qualification, positive attribute and independence of a director and has recommended a policy to the Board relating to remuneration of directors, Key Managerial Personnel and other employees and Board is implementing the same.

7. Section 134(3)(f) BOARD COMMENTS OR EXPLANATION ON QUALIFICATION RESERVATION OR ADVERSE REMARK BY AUDITOR OR PRACTICING COMPANY SECRETARY

(i) (A) The remarks of the Auditor in their report under the head Significant Accounting Policies

Note No. 1(a) Regarding non accounting for gratuity, leave encashment and bonus liability contrary to provision of Companies Act, 2013 and Ind AS-10 issued by ICAI, the Board would like to state that such liability is accounted only when they crystallize. It is the consistent policy of the company.

Note No. 1(b) Regarding suspension of operation of Agro Division and Plant Machineries having been sold out as scrap, Company having incurred net loss / Cash loss over past several years and erosion of net worth of the Company, Liability to secured creditors is in far excess of realizable value of assets offered as security and preparation of accounts of the company = as a going concern, your Directors are of the opinion that there is no material threat to the existence of the company.

(B) The remarks of the Auditor in their report under the head General notes to the account.

Note No. 21(b) Regarding non provision of liabilities of Rs. 10,39,704.960 Thousand. Such Liability will be accounted only when they crystallize.

(ii) SECRETARIAL AUDITORS REMARKS:

Remarks of Secretarial Auditor are self-explanatory and needs no comment by the Board.

8. Section 134(3 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Company is not an Investment Company and has not made investment through any layers of investment Companies, Section 186(1) of Companies Act, 2013 is not applicable to the Company.

Company has not given any loan to any person or body corporate, given guarantee or provided security and connection with loan to any body corporate and person nor acquired shares or security of any other body corporate in excess of limits specified in section 186(2)(c) of Companies Act, 2013, said provision are not applicable to the Company.

9. Section 134(3)(h)PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transaction entered into during the financial year 2022-23 were at an arms length basis and in ordinary course of business.

All transactions with related parties were reviewed and approved by the Audit Committee. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis. A statement giving details of all related party transactions is placed before the Audit Committee on a quarterly basis for its review. The details of the transactions with related parties are also provided in the accompanying financial statements.

Disclosures for related party transactions, as required under Section 134(3) (h) read with section 188 of the Companies Act, 2013 in prescribed Form AOC-2 is annexed as ‘Annexure - l with this report.

10. Section 134(3)(i) STATE OF COMPANYS AFFAIRS:

The company is engaged in Textiles and Wind power generation business. The revenue of the company during the year decreased to Rs. 10384.839 Thousands Compared to previous year revenue of Rs. 10855.102 Thousands. The company incurred loss of Rs. 2438.802 Thousands as compared to previous year Loss of Rs. -1574.721 Thousands.

At present your company has no plan to enter into any other business.

11. Section 134(3)(j) TRANSFER TO RESERVES:

Your Directors do not recommend to transfer any amount to reserve as there is a loss.

12. Section 134(3)(k) DIVIDEND

Due to loss the directors do not recommend any dividend for the year ended 31%t March 2023.

13. Section 134(3)(1) MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT

AND END OF FINANCIAL YEAR

There are no material changes & commitments which have occurred after Balance Sheet date till the date of the report affecting the financial position of the company.

14. Section 134(3)(m) CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN

EXCHANGE AND OUTGO

The relevant particulars are given in prescribed form annexed as ANNEXURE II to this report.

15. Section 134(3)(m) RISK MANAGEMENT POLICY:

In the opinion of your Board, there is no potential risk except the change in government policy, increase in business competition and economic recession are likely to threaten the existence of your Company. The board is fully aware of Risk Factors and is taking preventive measures wherever required.

Since your Company is exempt from reporting on compliance with the corporate governance provisions as specified in regulations 17, [17A,] 18, 19, 20, 21,22, 23, 24, [24A], 25, 26, 27 and clauses (b) to (i)[and (t)] of sub-regulation (2) of regulation46 and para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015, Company is exempt under regulation 21 of SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015 from reporting on risk management.

16. Section 134(3)(0) CORPORATE SOCIAL RESPONSIBILITIES (CSR) POLICY:

The Provisions of CSR under section 135 of the Companies Act, 2013, read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules 2014, your company do not fulfill the threshold limits of Turnover of Rs. 1000 Cr. Or Net Profit of Rs. 5 Cr. and Net Worth of Rs. 500 Cr. Hence are not applicable to your company.

17. Section 134(3)(p) FORMAL ANNUAL EVALUATION

During the year, the Board carried out an Annual Evaluation of its own performance and the performance of individual Directors, as well as evaluation of Committees of the Board.

The Nomination and Remuneration Committee (NRC) has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors. The Nomination and Remuneration Committee (NRC) has also formulated criteria for determining qualifications, positive attributes and independence of Directors in terms of Section 178(3) of the Act.

18. Section 1343 OTHER MATTERS

Pursuant to provisions of Section 134(3)(q) read with Rule 8(5) of the Companies (Accounts ) Rules 2014 the Board hereby reports as under

1. FINANCIAL SUMMARY OR HIGHLIGHTS: this has already been reported under the head Financial Highlights

2. CHANGE IN NATURE OF BUSINESS, IF ANY:

There is no major change in the nature of business carried on by the company compared to the previous year.

3. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:

As on March 31, 2023, the Company has no subsidiary, joint venture or associates. Further during the year there is no Company which became or ceased to be the subsidiary, joint venture or associates of your Company. Therefore, disclosure under first proviso to Section 129(3) in prescribed form AOC-1 is not applicable to your company.

4. DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, excepting Inter corporate loan/ Deposit which are exempt from Deposit under said rules. Company has no unpaid or unclaimed deposit as at the year end.

5. ANY SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS: No material order has been passed by Regulators, Courts or Tribunals against the company during the financial year 2022-23, impacting the going concern status and companies operations in future.

6. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial transactions. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

7. PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURES a. Remuneration to Directors and KMP: As required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the required details is annexed as ANNEXURE III and IV to this report. b. None of the employee was in receipt of remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. c. The company has no employees (not being directors or their relatives) who are posted and working outside India drawing remuneration of more than Rs. 60 lacs p.a or Rs. 5 lacs p.m during the financial year.

SEC 131 VOLUNTARY REVISION OF FINANCIAL STATEMENT OR BOARD REPORT

The Company has not revised the Financial Statement or Board Report for three preceding financial years.

DISCLOSURES UNDER RULE 3(1) OF THE COMPANIES (ACCOUNTS) RULES, 2014 OF THE COMPANIES ACT, 2013 ON AUDIT TRAIL

Proviso to Rule 3( 1) of the Companies (Accounts) Rules, 2014 for maintaining books of accounts using accounting software which has a feature of recording Audit trail facility as per Companies (Accounts) 2nd Amendment Rule 2022 is applicable to the Companies with effect from 1st April, 2023 hence there is no comment required.

DISCLOSURE UNDER MICRO SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT, 2006 Company has no outstanding dues for more than 45 days as on financial year end date to MSME. DISCLOSURE UNDER RULE 8, SUB RULE 5 CLAUSE XI PROCEEDING UNDER IBC

In the opinion of, and to the best of Knowledge of Board of Directors of Company, the Company has not filled any application under the Insolvency and Bankruptcy Code, 2016 during the year nor any proceedings against the Company is pending under the Insolvency and Bankruptcy Code, 2016, as at the end of Financial Year 2022-23.

DISCLOSURE UNDER RULE 8, SUB RULE 5 CLAUSE XII VALUATION DIFFRENCE SETTELMENT

Your Company has not entered into one time settlement with Banks or Financial Institutions during the Financial Year hence the details of difference between the amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not applicable .

REAPPOINTMENT OF INDEPENDENT DIRECTOR

Pursuant to provisions of Section 149 read with Section 161 there was no appointment or re appointment of an Independent Director during the financial year. However Mrs. Shobhaben Rajeshbhai Dudhat ( DIN 08110725) and Mr. Haribhai Becharbhai Malvia ( DIN: 00042683) were reappointed as an Independent Director at AGM held on 29t September, 2021 for 5 Consecutive years and 3 Consecutive years respectively.

CHANGE IN COMPOSITION OF THE BOARD AND KMP

Mr. Harsukhbhai Mohanbhai Gondalia (DIN 00014805) designation was changed from Whole Time Director to Non-Executive Non Independent Director vide AGM resolution dated 15th September,

2022. No other changes have occurred in the Board of Directors and Key Managerial Personnel from the end of previous financial year to the date of this Report. The Board consists of executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning.

Mr. Prabhudas Harsukhbhai Mohanbhai Gondalia (DIN 00014809) retires by rotation and being eligible has offered himself for re-appointment.

DISQUALIFICATION OF DIRECTORS

Pursuant to provisions of Section 164(2) (b) and Section 167 of the Companies Act 2013 the company has received a declaration from directors that none of them are disqualified to hold post as director of the company.

DISCLOSURE UNDER SECTION 177,178 COMMITTEES OF THE BOARD

a. Audit committee:

Information about Audit Committee is provided under the head Corporate Governance Report attached with this report b. Nomination And Remuneration Committee Information about Nomination and Remuneration Committee is provided under the head Corporate Governance Report attached with this report c. Stakeholders and Investor Grievance Committee Information about Stakeholders and Investor Grievance Committee is provided under the head Corporate Governance Report attached with this report d. Vigil Mechanism committee The Company has framed vigil mechanism in terms of The Companies Act, 2013 and the same may be accessed on the Companys website. Further, every employee of the Company can directly report to the Chairman of the Audit Committee when she / he becomes aware of any actual or possible violation of the Code or an event of misconduct, act of misdemeanor or act notin the Companys interest.

CHANGES IN SHARE CAPITAL, IF ANY:

The paid up capital of the Company is Rs. 4,23,54,430/- Your Company has not issued any kind of Shares during the financial year ended on 31st March, 2023. Thus there is no change in authorized, issued, subscribed and paid up share capital of the company.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

Pursuant to Rule 4(4) of Companies (Share Capital and Debentures) Rules 2014 The Company has not issued Equity Shares with differential rights.

DISCLOSURE REGARDING ISSUE OF SWEATS EQUITY SHARES:

In terms of Rule 8 of Companies (Share Capital and Debentures) Rules 2014 the Company has not issued sweat Equity shares during the Financial Year 2022-23.

DISCLOSURE UNDER SECTION 62(1)(b) REGARDING ISSUE OF EMPLOYEE STOCK OPTION AND EMPLOYEES STOCK PURCHASE SCHEMES:

As per Section 62(1)(b) of the Companies Act 2013 read with Rule 12 of Companies ( Share Capital and Debentures ) Rules 2014, the Company has not issued Employee Stock Options during the Financial Year 2022-23.Therefore disclosure of particulars as required under Rule 11(9) of Companies ( Share Capital and Debentures ) Rules 2014 is not applicable.

BUY-BACK OF SHARES

The company has not purchased its own shares during the financial year therefore details required to be disclosed as per Rule 16 of Companies ( Share Capital and Debentures ) Rules 2014 is not applicable.

REDEMPTION OF PREFERENCE SHARES AND DEBENTURES

Pursuant to Section 164(2) and 167(1) and Schedule V Part 2 of Companies Act 2013 company has not issued any preference shares or debentures and there is no redemption of any preference shares or debentures during the F.Y. 2022-23.

INVESTOR EDUCATION PROTECTION FUND:

As on 31/03/2023 there is no outstanding amount of unpaid or unclaimed dividend. Hence no amount nor any shares are required to be transferred to IEPF during the F.Y. 2022-23.

DISCLOSURE UNDER SECTION 129(3) CONSOLIDATED FINANCIAL STATEMENT

Since your Company has no subsidiary, associate or joint ventures companies, provisions of consolidated financial statements under section 129(3) and disclosure in form AOC-1 under Rule 5 of the Companies (Account) Rules 2014 are not applicable.

NOMINATION OF DIRECTORS BY SMALL SHAREHOLDERS

The company has not received name of any candidate to be nominated by small shareholders as provided in section 151 of the Companies Act, 2013.

AUDITORS:

At the 39th Annual General Meeting held on 15/09/2022 M/s. Gheewala & Co., Chartered Accountants, were appointed as the Statutory Auditors of the Company for the 2.4 term to hold office till the conclusion of 44th Annual General Meeting to be held in 2027.

Company has received certificate from the statutory auditor to the effect that they do not suffer from any disqualification as laid down in Section 141 of Companies Act, 2013.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed JITENDRA RAMANLAL BHAGAT, Company Secretary in Practice to hold the office of the Secretarial Auditors and to conduct the Secretarial Audit. The Secretarial Audit Report for the financial year ended March 31, 2023, is annexed as ‘Annexure - V to this report.

DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS

The Company do not satisfy the criteria of threshold limits specified for maintenance of cost records/cost audit as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, the said provisions are not applicable to Company.

INTERNAL AUDITOR:

Company has introduced Internal Financial Control System which ensures proper Internal Audit of Financial Transactions.

COMPLIANCE WITH SECRETARIAL STANDARDS ISSUED BY ICSI

The Company has complied with Secretarial Standards 1, 4 relating to Board Meetings and SS2 related to General Meeting respectively. SS3 issued by the Institute of Company Secretaries of India on declaration on Dividend is not applicable as Company has not declared any dividend during the year.

PROHIBITION AND REDRESSAL) ACT, 2013

Your company is not required to constitute Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as there are less than 10 employees in the company.

The Company has not received any Complain during the year under the SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

DISCLOSURES AS PER ITEM 10(1) OF PART C OF SCHEDULE V OF THE SECURITIES EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENT) REGULATIONS, 2015.

No disqualification certificate from company secretary in practice for the financial year ended March 31, 2023, is annexed as ‘Annexure VI to this report.

DISCLOSURES UNDER LISTING AGREEMENT AND SEBI (LODR) REGULATIONS, 2015 CLAUSE 32 (iii) (b

. Shares of the company are not delisted

Il. Stock Exchange has not suspended securities of the company from trading during the financial year Il. Equity Shares of the company are listed on Bombay Stock Exchange. The company has also paid listing fees for FY 2023-24 to the Stock Exchange.

CLAUSE 49. 11.B.5.b PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS

The company has system of performance evaluation of independent directors as per norms laid down by Nomination and Remuneration Committee.

CLAUSE 49.IV.B.4 REMUNERATION POLICY FOR DIRECTORS, KMP AND OTHER EMPLOYEES

Relevant particular are given under the head corporate governance report attached with this report. Remuneration policy for directors, KMP and other employees has been placed on Company website www.prashantindia.info.

CLAUSE 49, 11.B.7.b FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

The familiarization program for independent directors was conducted by the Company during the year.

CLAUSE 49.11.F.3 VIGIL MECHANISM (WHISTLE BLOWER POLICY)

Company has made adequate arrangements and developed mechanism for Whistle Blowers. The policy on Whistle Blowers has been placed on Company website www.prashantindia.info.

CLAUSE 49.V.D MATERIAL SUBSIDIARIES

Your company has no material subsidiaries.

CLAUSE 49,VIIILA.2 POLICY ON DEALING WITH RELATED PARTY TRANSACTIONS

The company has framed policy for dealing with related party transactions in consultation with audit committee. The policy on related party transactions has been placed on Company website www.prashantindia.info.

CLAUSE 49, ILE.2 DECLARATION OF CEO REGARDING COMPLIANCE BY BOARD MEMBERS Said declaration is attached as ANNEXURE VII to this report. CLAUSE 49,VIIILC.1/2/3/4 REMUNERATION OF DIRECTORS

Necessary details are attached in corporate governance report. CLAUSE 49,VIII.B COMPLIANCE WITH ACCOUNTING STANDARDS Please refer corporate governance report attached with this report.

CLAUSE 49 OF LISTING AGREEMENT MANAGEMENT DISCUSSION AND ANALYSIS

(a) Industry Structure and Developments:- Company is operating in Textile Industry and Wind Power (b) Opportunities and Threats:- The textile industry provides ample opportunities in domestic as well as export market. However the uncertainty of raw material prices and government policies are detrimental to growth and profitability has resulted into shortage of availability of raw materials, consumables as well as labour. (c) Segment wise or product wise Performance: - Company operates in two segments (1) Textile and Wind Power Generation. The performance of both sectors are reported in Audit Report. (d) Outlook: - The directors propose to revive the company. (e) Risks & Concerns: -Due to recession in textile sector, Company is expecting to incur a very heavy cash losses. (f) Internal control systems and their adequacy: - Company has developed adequate internal control system and looking to the size of the company said system is operating adequately and effectively. (g) Discussion on financial performance with respect to operational performance; -The Financial performance is reported in directors report. All efforts are being made for settlements with secured creditors and concerned authorities. (h) Human Resources Management Initiatives:-All the efforts are made to rationalize its manpower and make effective use of the same.

CORPORATE GOVERNANCE

As provided under Regulation 15(2) of the SEBI (LODR) Regulations, 2015, the compliance with Corporate Governance as specified in Regulation 17 to 27, 46(2)(b) to (i) & Parac,d & e of Schedule V are not applicable to the Company as paid up share capital doesnt exceed Rs.10 Crore and net worth doesnt exceed Rs 25crores.

However certain important information as required under corporate governance rules are attached as ANNEXURE VIII

CLAUSE 49.XI.A AUDITORS CERTIFICATE FOR COMPLIANCE WITH CORPORATE GOVERNANCE

Certificate from auditors regarding compliance of conditions of corporate governance is annexed as ANNEXURE IX

BUSINESS RESPONSIBILITY REPORT

Since your company do not fulfill the conditions prescribed for business responsibility reporting said clause is not applicable.

INSURANCE

All Inventories and Fixed Assets including Buildings, Plant and Machinery etc., are adequately insured.

INDUSTRIAL RELATIONS

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

ACKNOWLEDGMENT

The Directors express their sincere thanks to the employees, customers, suppliers, companys bankers and members of the company for their continued support.

For & On Behalf of the Board of Directors PRASHANT INDIA LIMITED

Sd/-
Prabhudas Mohanbhai Gondalia
Chairman & Managing Director
DIN: 00014809
Place: Palsana
Date:30% May, 2023
Regd Office: Block No.456, National Highway No. 8,
Palsana Char Rasta, Palsana, TaluKa-Palsana,
District-Surat 394315