Prashant India Ltd Directors Report.

To,

The Members

Your directors have pleasure in presenting their 35th Annual Report and the Audited Statement of accounts for the year ended on 31st March, 2018 together with the Auditors Report thereon.

FINANCIAL RESULTS

The summarized financial results for year ended 31stMarch 2018 are as under:

(Rs. in Lacs]
Particulars March 31, 2018 March 31, 2017
Sales and other Income 161.63 139.45
Less: total expenditure 170.30 133.46
Profit before exceptional and extraordinary items and tax (8.67) 5.99
Less: exceptional items 0.00 0.00
Profit /(Loss) before extraordinary items and tax (8.67) 5.99
Less: extraordinary items 0.00 0.00
Less: Tax expenses 0.00 0.00
Net Profit/(Loss) for the period (8.67) 5.99

Your company has reported total loss of Rs.(8.67) lakhs.

The company continues to operate in Textiles and Wind power generation business.

The BIFR restoring 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

DIVIDEND

In view of loses the directors do not recommend any dividend for the year ended 31stMarch 2018.

SUBSIDIARY COMPANY

As on March 31,2018, the Company does not have any subsidiary.

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

The company has sold Plant & Machinery of the company lying idle as scrap at the Agro division of the company at Bhavnagar for Rs. 1,01,00,000/-. The money received has been utilized for payment to secured creditors proportionately against their outstanding dues.

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.

MEETINGS OF THE BOARD OF DIRECTORS

Information is provided in the Corporate Governance

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.

RELATED PARTY TRANSACTION

All the related party transaction entered into during the financial year 2017-18 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. Accordingly, the disclosure of related party transactions, as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company.

All transactions with related parties were reviewed and approved by the Audit Committee. Prior omnibusapproval 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 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 Board of Directors has carried out an annual evaluation of its own performance, its Committees and Individual Directors pursuant to the requirements of the Act and the Listing Regulations..

Further, the Independent Directors, at their exclusive meeting held on February 03, 2018 during the year reviewed the performance of the Board, its Chairman and Non-Executive Directors and other items as stipulated under the Listing Regulations.

AUDITORS:

At the 34th 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 39thAnnual General Meeting to be held in 2022. As per the MCA Notification Ratification of auditor is not required.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Shri S. Durairaj, 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 31,2018, is annexed as Annexure -1 to this report.

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.

DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS

The Company has not maintained cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 as the said provision is not applicable to Company.

DIRECTORS RESPONSIBILITY STATEMENT

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

(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 had selected such accounting policiesand 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 had taken proper and sufficient care for the maintenance of adequate accounting records 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, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial contro Is 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.

MANAGEMENT DISCUSSION AND ANALYSIS

(a) Industry Structure and DevelopmentsCompany is a Textile Company.

(b) Opportunities and Threats:-The textile industry provides ample opportunities in domestic and as well as export market. However the uncertainty of raw material prices and government policies are detrimental to growth and profitability.

(c) Segmentwise or productwise Performance:-Company operates in two segments (1) Textile and Wind Power Generation. This is mentioned as an annexure to the Balance Sheet.

(d) Outlook:- The directors propose to revive the company subject to approval of schemes to be approved by competent authorities.

(e) Risks & Concerns :- Company do not foresee any such risk in near future, which will hamper the activities.

(f) Internal control systems and their adequacy: - Company has adequate internal control system.

(g) Discussion on financial performance with respect to operational performance;-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:-The management is keenly interested this field. All the efforts are made to rationalize its manpower and make effective use of the same.

PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURES

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

COMMITTEES OF THE BOARD

The Committees of the Board is provided in the Corporate Governance Report.

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

There were no loans, guarantees or investments made by the Company under section 186 of the CompaniesAct, 2013 during the year under review and hence the said provision is not applicable.

INSURANCE

All Inventories including Buildings, Machinery etc., is 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 theAnnual Return as at March 31, 2018, 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.

EQUITY CAPITAL

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, 2018.

SHARES IN SUSPENSE ACCOUNT

• Aggregate number of shareholders and the outstanding shares in the Suspense Account lying at the beginning of the year: Not Applicable

• Number of shareholders who approached issuer for transfer of shares from Suspense Account during the year: Not Applicable

• Number of shareholders to whom, shares were transferred from Suspense Account during the year: Not Applicable

• Aggregate number of shareholders and the outstanding shares in the Suspense Account lying at the end of the year: Not Applicable

• That the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares: Not Applicable

SHARES IN UNCLAIMED SUSPENSE ACCOUNT

• Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account lying at the beginning of the year: Not Applicable

• Number of shareholders who approached issuer for transfer of shares from the Unclaimed Suspense Account during the year: Not Applicable

• Number of shareholders to whom, shares were transferred from the Unclaimed Suspense Account during the year: Not Applicable

• Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account lying at the end of the year: Not Applicable

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. 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

The BIFR restoring 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

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) 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.

There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

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
Sd /-
Place: Palsana P. M. Gondalia
Date: 11.08.2018 Chairman & Managing Director