Prashant India Ltd Directors Report.

To,

The Members

Your directors have pleasure in presenting their 37th Annual Report along with the Audited Statement of accounts for the year ended on 31st March, 2020 and Auditors Report thereon.

FINANCIAL RESULTS

The summarized financial results for year ended 31st March 2020 are as under:

(Rs. in Lacs)
PARTICULARS Current year 31/03/2020 Previous year 31/03/2019
Income from Operations 158.04 105.47
Other income 14.74 199.43
TOTAL INCOME 172.78 304.91
Less : Total Expenditure before hit.. Depreciation & Tax 150.92 193.96
Profit/(Loss) before Int., Depreciation & Tax 21.86 110.94
Less : Interest 0.14 0
Profit/(Loss) before Depreciation 21.71 110.94
Less : Depreciation 9.85 0
Profit/(Loss) before Exceptional and extraordinary items and Tax 11.85 110.94
Less : exceptional items 0 0
Profit/(Loss) before extraordinary items and Tax 11.85 110.94
Less:Extraordinary items 0 0
Profit/(Loss) before Tax 11.85 110.94
Less : Provision for Tax 0 0
: Deferred Tax 0 0
: Excess/sbort provision relating to earlier year Tax 0 0
Profit/(Loss) after Tax 11.85 110.94
Add: Adj. In respect of Profit From Discontinuing operation 0 0
LessrAdjustment 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 11.85 110.94
Add: Surplus/Deficit B/F. from Pre. Year (4407.86) (4518.80)
Balance Carried to B/s. (4396.00) (4407.86)

Your company has earned total profit of Rs.l 1.85 Lakhs.

The company continues to operate in Textiles and Wind power generation business. The BIFR has restored the companys reference in conformity with the order passed by the Honble High

DIVIDEND

The directors do not recommend any dividend for the year ended 31st March 2020.

STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK:

The company is engaged in Textiles and Wind power generation business. The income of the company during the year decreased from Rs.304.91 Lakhs in the previous year to Rs.172.78 Lakhs in the current year. The company earned profit of Rs. 11.85 Lakhs as compared to profit of Rs 110 94 Lakhs in the previous year.

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

CHANCE 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 lock down , business of the company was effected lor the period of March, 2020.

CHANGES IN SHARE CAPITAL. IF ANY:

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 ending on 31st March, 2020.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERF-NTIAI RIGHTS;

The Company has not issued Equity Shares with differential rights.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

The Company has not issued Employee Stock Options.

DISCLOSURE REGARDING ISSUE OF SWEATS EQUITY SHARES:

The Company has not issued sweat Equity shares during the Financial Year 2019-20.

INVESTOR EDUCATION PROTECTION FUND:

As on 31/03/2020 there is no outstanding amount which is required to be transferred to IEPF.

DETAILS OF SUBSIDIARY. JOINT VENTURE OR ASSOCIATES:

As on March 31, 2020, the Company has no subsidiary, joint venture or associates.

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND FINANCIAL YEAR

Due to covid-19 Pandemic and lock down, the factory and business operations were closed with effect from 22nd March, 2020. In the opinion of board of directors 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board consists of executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning.

Following 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 has appointed Mr. HardasbhaiVirjibhai Gondalia as a Manager W.e.f. 10th April, 2019.

MEETINGS OF THE HOARD OF DIRECTORS Number of Board Meetings:

During the Financial Year 2019-20, 5 [FIVE] meetings of the Board of Directors of the Company were held:

10/04/2019 14/05/2019 09/08/2019 13/11/2019 04/02/2020

DECLARATION BV INDEPENDENT DIRECTORS!

Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received necessary declaration Irom 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.

COMMITTEES OF THE BOARD

Information about Committees of the Board is provided in the Corporate Governance Report.

RELATED PARTY TRANSACTION

All the related party transaction entered into during the financial year2019-20were at an arms length and in ordinary course of business. No material related party transactions were entered durina the financial year by the Company. However, the disclosure for related partv transactions as required under Section 134(3) (h) of the Act in Form AOC-2 is attached 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 amis 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 provided in the accompanying financial statements.

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) & Para c, d & e of Schedule V are not applicable to the Company as paid up share capital doesnt exceed Rs.10 Crore.

FORMAL ANNUAL EVALUATION

The Clause is not applicable to the Company as paid up share capital doesnt exceed Rs.25 Crore.

AUDITORS:

At the 34" Annual General Meeting held on 28/09/2017 M/s. Gheewala & Co., Chartered Accountants, Gujarat, India were appointed as the Statutory Auditors of the Company to hold office till the conclusion of 39" 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.

INTERNAL AUDITORS:

Pursuant to provision of Section 138 of Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules 2014, Company has appointed/S DEVENDRA GHEEWALA & CO., Chartered Accountants as Internal Auditors. Company has introduced Internal Financial Control System which ensures proper Internal Audit ol Financial Transactions.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies Financial and Remunerallon of Managerial Personnel) Rules, 2014, the Board has appointed Shri JITENDRA RAMANLAL BFIAGAT, 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 31,2020, is annexed as ‘ Annexurc - I to this report

DEPOSITS:

Ir.lir?oTPani,harn0t UCCepteAd any dePsits 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. H

DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as specified bv the Central Government under (1) of 1Section 148 of (he Companies Ac, 2013 as .he said provisions company.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(5) the Board confirms and submits the Director Responsibility Statement 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 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 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.

PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURES

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.

PARTICULARS OF LOANS GIVEN. INVESTMENTS MADE. GUARANTEES GIVEN AND SECURITIES PROVIDED

There were no loans, 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 provision is not applicable.

INSURANCE

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

FAMILIARIZATION PROGRAMME

There was no familiarization program conducted by the Company during the year.

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 and Annual General Meetings.

EXTRACT OF 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, the extract of the Annual Return as at March 31, 2020, in the prescribed form MGT -9, forms part of this report and is annexed as Annexure - II.

INDUSTRIAL RELATIONS

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

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.

ANY SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS

No material order lias been passed by Regulators, Courts or Tribunals against the company during the financial year 2019-20. Company has not received any complain pursuant to the provision of Sexual Harassment of Worna, Workplace (Prevention, Prohibition and Redressal) Act, 2013 Harassment ot Women at

CORPORATE SOCIAL RESPONSIBILITIES (CSR) POLICY.

RISK MANAGEMENT POLICY;

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

In the opinion of your Board, there is no potential risk except the change in government oolicv increase in business competition and economic recession are likely to threaten the existence of voury. The heard is My awant of Risk Facer and is raking preventive.

ACKNOWLEDGMENT

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

Behalf of the Bound of Directors
Prashant India Limited
Place : Palsana
Date: 15.06.2020 Sd/- P.M. Gondalia
Chairman & Managing Director
DIN:00014809