Prashant India Ltd Directors Report.

To,

The Members

Your directors have pleasure in presenting their 38th Annual Report along with the Audited Statement of accounts for the year ended on 31st March, 2021 and Auditors Report thereon.

H3MCIAL RESULTS

The summarized financial results for year ended 31sl March 2021 are as under:

PARTICULARS Current year 31/03/2021 Previous year 31/03/2020
Income from Operations 80,50,503 158,04,545
Other income 12,11,980 14,74,015
TOTAL INCOME 92,62,483 172,78,559
Less : Total Expenditure before Int., Depreciation & Tax 10,064,995 15098900
Profit/(Loss) before Int., Depreciation & Tax (802512) 2179659
Less : Interest 16005 8290
Profit/(Loss) before Depreciation (818517) 2171369
Less : Depreciation (987918) 985927
Profit/(Loss) before Exceptional and extraordinary items and Tax (1806435) 1185442
Less : exceptional items 1808216 0
Profit/(Loss) before extraordinary items and Tax 1781 1185442
Less:Extraordinary items 0 0
Profit/(Loss) before Tax 1781 1185442
Less : Provision for Tax 0 0
: Deferred Tax 0 0
: Excess/short provision relating to earlier year Tax 0 0
Profit/(Loss) after Tax 1781 1185442
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 1781 1185442
Add: Surplus/Deficit B/F. from Pre. Year (439600118) (440785560)
Balance Carried to B/s. (439598337) (439600118)

Note- Previous Year figures have been regrouped or re arranged wherever necessary.

Profit After Tax for the current FY is Rs. 1781 compared to Rs.l 185442 in the previous year. The decline in profit is due to spread of COVID-19 and subsequent lockdown throughout the country. The factory and business operations were closed with effect from 22nd March,2020 till 31st May 2020

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

1. Section 134(3)(a) EXTRACT QF ANM, AL RETURN

Pursuant to Section I34(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 31,2021, 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 website and can be accessed at www.prashantindia.info.

2. DUMBER Qf BOARD, MEETINGS,;

During the Financial Year 2020-21, 6 [SIX] meetings of the Board of Directors of the Company were held as under:

15/06/2020 13/08/2020 07/11/2020
13/01/2021 11/02/2021 26/03/2021

3. Section 134(3 H cl DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(5) the Board confirms and submits the Directors

Responsibility Statement that:—

a. in the preparation of the annual accounts, for the financial year ended March 31,2021 the applicable accounting standards read with requirements set out under Schedule III to the Act 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 at the end of the financial year and of the profit and 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 this Act 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; and

e. 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.

f. 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.

4. Section 134(3Vca) DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (121 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 2020-21.

The Auditors have also reported that no fraud by the Company or any fraud on the Company by its officers/employees has been noticed or reported during the course of their Audit There is no fraud exceeding the limits requiring reporting to the Central Government

5. Section 13413dl 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 lT)LlC.\._(I^_UlJ^CimCS^i:mLVQJUlNX REMUNERATION AND INDEPENDENCE

As required by Section 178(1 )/l78(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. S^ipn mm BOARD COMMENTS QR EXPLANATION QN QUALIFICATION RESERVATION QR ADVERSE REMARK BY AVD1TQR QR PRACTICING COMPANY SECRETARY

(i) The remarks of the Auditor in their report under the head OTHER MATTERS,

Note No. 2(a) Regarding non accounting for gratuity, leave encashment and bonus liability contrary to Section 128 of the Companies Act 2013 and Ind AS-19 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. 2(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 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.

Note No. 19(b) Regarding non provision of liabilities of Rs. 9508.11 lacs. Such liability is accoimted only when they crystallize.

(ii) SECRETARIAL AUDITOR:

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

8. Section 1mm particulars qf loans, guarantees qr .investments

There were no loans given, guarantees given or investments made by the Company under section 186 of the Companies Act, 2013 during the year under review and hence the said provisions are not applicable.

9. ,fiction mm) PARTICULARS QF CONTRACTS QR ARRANGEMENTS WITH

RELATED PARTIES

All the related party transaction entered into during the financial year 2020-21 were at an arms length and in ordinary course of business. No material related party transactions were entered during the financial year by the Company. Disclosures for related party transactions, as required under Section 134(3) (h) of the Act in Form AOC-2 is annexed as ‘Annexure - I with this report.

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.

10. Section 134CWil STATE OF COMPANYS AFFAIRS:

The company is engaged in Textiles and Wind power generation business. The revenue of the company during the year decreased from Rs. 1,72,78,559 in the previous year to Rs. 92,62,483 in the current year. The company earned profit of Rs. 1,781 as compared to profit of Rs. 11,85,442 in the previous year.

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

11. Section mm.TRANSFER TO RESERVES:

Your Directors do not recommend to transfer any amount out of profits to the reserves

12. The directors do not recommend any dividend for the year ended 31st March 2021.

13. Section 134(31(11 MATERIAL CHANCES BETWEEN THE PATE QF THE BQA1U>

REPORT AND END OF FINANCIAL YEAR

Due to second wave of COVID-19 Pandemic and lockdown, the factory and business operations were affected during the months of April and May 2021. In the opinion of board of directors excepting COVID-19 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(3Vml 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(.Wn) 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.

The Company has been exempt under regulation 21 of SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015 from reporting of risk management

16. Section 134f3Vot CORPORATE SOCIAL RESPONSIBILITIES fCSRI 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. 100 Cr. Or Net Profit of Rs. 5 Cr. And Net Worth of Rs. 10 Cr. hence are not applicable to your company.

17. Section 134(3t<Dt FORMAL ANNUAL EVALUATION

The Clause relating to Formal Annual Evaluation of performance of Board or its Committees and individual directors is not applicable to the Company as paid up share capital doesnt exceed Rs.25 Crore

18. gmioii IMlilfll 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. However due to covid-19 Pandemic and lockdown , business of the company was effected for the period of March,2021.

3. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:.

As on March 31,2021, 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.

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 2020-21, 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 arc 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.

DISCLOSURE UNDER rule & sup RULE ? 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 2020-21.

DISCLOSURE UNDER RULE 8. SUB RULE 5 CLAUSE XII VALUATION DIEFRF.NCE 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 Mrs. Shobhaben Rajeshbhai Dudhat (DIN: 08110725) was appointed as an Independent Director by the Board w.e.f 5th May 2018 for 3 Years and her term expires at the conclusion of this AGM. Company has received declaration of independence for her re-appointment.

Mr. Haribhai Becharbhai Malvia (DIN: 00042683) independent director also holds office till the conclusion of this AGM. He is eligible for re- appointment for 2nd term. The company has received the declaration of independence for his re- appointment. Since his age is above 70 years special resolution is proposed for his re-appointment.

The board recommends to re- appoint both of them, for 2nd term. None of the other directors are interested in the said matter.

ctmcm COMPOSITION qi the board mu kme

There is no change in composition of the Board during the year. No 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.

Shri Prabhudas. M Gondalia 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

Since your company has not accepted any Deposit from the public and has not borrowed money from Banks and public Financial Institutions in excess of Rs. 50 crore, provisions of section 177(9) read with Rule 7 of Companies (Meeting of board and its Powers) Rules, 2014 are not applicable to the company.

The paid up capital of the Company is 4,23,54,430/- Your Company has not issued any kind of Shares during the financial year ended on 31st March, 2021. 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 2020-21.

DISCLOSURE UNDER SECTION mm REGARDING ISSUE QF 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 2020-2l.Therefore disclosure of particulars as required under Rule 11(9) of Companies ( Share Capital and Debentures) Rules 2014 is not applicable.

BUY-PACK 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 QT PREFERENCE SHARES AMD 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. 2020-21.

INV ESTOR EDUCATION PROTECTION FUND:

As on 31/03/2021 there is no outstanding amount of unpaid or unclaimed dividend. Hence no amount nor any shares are required to be transferred to 1EPF during the F.Y. 2020-21.

DISCLOSURE V1NDF.R SECTIQN 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 Act.

AUDITORS;

At the 34th Annual General Meeting held on 28/09/2017 M/s. Gheewala& Co., Chartered Accountants, were appointed as the Statutory Auditors of the Company to hold office till the conclusion of 39th Annual General Meeting to be held in 2022. As per the MCA Notification, Ratification of auditor is not required. However company has obtained Eligibility certificate from the statutory auditor to the effect that they do not suffer from any disqualification as laid down in 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 JTTENDRA 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 31,2021, is annexed as ‘Annexure - V to this report.

DISCLOSURE REGARDING MAINTENANCE QF 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 ON BOARD AND ANNUAL GENERAL,

MEETINGS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings SSI and Annual General Meetings, SS2.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRFSftAL} ACT, 2013,

Your Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made there under.

Your Company has constituted an Internal Complaints Committee across its commercial offices and Manufacturing sites.

Details required to be disclosed under the provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013, arc as under:

a. No. of Complaints pending for disposal at the beginning of the financial year - NIL.

b. No. of Complaints received during the financial year -NIL.
c. No. of complaints disposed off during the financial year -NIL.
d. No. of complaints pending for disposal at the end of financial year -NIL.

,CLAUSE 32 (iii)Cb)

I. Shares of the company are not delisted

II. Stock Exchange has not suspended securities of the company from trading during the financial year

III. Equity Shares of the company are listed on Bombay Stock Exchange. The company has also paid listing fees for FY 2021-22 to the Stock Exchange.

CLAUSE4.9.11,B.5.b PERFORMANCE EVALUATION 01 INDI PI NDI ^T MMS

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

CLAUSE 49.IY.B.4 REMUNERATION POLICY FOR DIRECTORS. KIViP AND OTHER EMPLOYEES

Relevant particular are given under the head corporate governance report attached with this report

CLAUSE 49.11.B.7.h FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

Due to COVID-19 familiarization program for independent directors could not be conducted by the Company during the year.

CLAUSE 49.11, E.3 VIGIL MECHANISM N< WHISTLE It LOWER POLICY)

Though the provisions relating to vigil mechanism are not applicable to the company, company has made adequate arrangements and developed mechanism for Whistle Blowers.

CLAUSE 49tV,D MATERIAL SUBSIDIARIES

Your company has no material subsidiaries

CLAUSE 4P.VIIIA.2 POLICY ON DEALING WITH RELATED TARTY TRANSACTIONS

The company has framed policy for dealing with related party transactions in consultation with audit committee.

CLAUSE 49.II.E.2 DECLARATION OF CEO REGARDING COMPLIANCE BY BOARD MEMBERS

Said declaration is attached as ANNEXURE VI to this report.

CLAUSE 49.VIII.C.1/2/3/4 REMUNERATION OF DIRECTORS

Necessary details are attached in Corporate governance report.

CLAUSE. .43.YI1LI?. COMPLIANCE WITH ACCQUMOG STANDARDS

Please refer Corporate governance report attached with this report.

CLAUSE 49 QF LISTING AGREEMENT MANAGEMENT m$CVS$lQN 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. Spread of COVID-19 Pandemic and lockdown 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 subject to approval of schemes to be approved by competent authorities.

(e) Risks & Concerns: - Due to Covid-19 Pandemic, 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. Company is a sick company and all efforts are being made to make 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.

C.QI^QmEmYERNANCE

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) & Para c, 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 5crores.

However certain important information has required under Corporate governance rules are attached as ANNEXURE VII

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 VII

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
Place :Palsana Sd/-
Date :31/05/2021 P. M. Gondalia
Chairman & Managing Director
DIN:00014809