Prolife Industries Ltd Directors Report.

To

The Members,

Prolife Industries Limited

Your Directors are pleased to present before you the Annual Report together with the audited accounts of the company for the year ended on 31st March, 2018.

FINANCIAL RESULTS:

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

Particulars

Financial Year 2017-18

Financial Year2016-17

(Amount in Rs.)

(Amount in Rs.)

Income:
a) Revenue from Operation 273,128,511.94 271,917,326.00
b) Other Income 2,793,859.64 1,001,241.00
Total Income 275,922,371.58 272,918,567.00
Profit before Depreciation, Interest Charges and Taxation 37,406,245.20 26,024,743.00
Depreciation 8,861,733.00 4,710,935.00
Interest Charges 7,628,875.00 8,062,295.00
Profit/(loss) for year before exceptional item, Prior 20,915,637.20 13,251,513.00
Period Expense and tax
Exceptional and extraordinary Income - -
Exceptional and extraordinary Expense - -
Profit/(loss) for year before tax 20,915,637.20 13,251,513.00
TAX Expenses 5,866,284.00 4,506,829.00
Profit After Tax 15,049,353.20 8,744,684.00

COMPANYS PERFORMANCE:

During the year under review, the companys net turnover stood at Rs. 275,922,371.58/- while Profit after tax was Rs. 15,049,353.20/- Your Directors are continuously looking for avenues for future growth of the company.

DIVIDEND:

Your directors please to recommend final dividend of Rs. 0.25/-per share Equity Shares of the Company.

TRANSFER TO RESERVES:

The company has not transferred any amount to General Reserve.

DEPOSITS:

Your Company has not accepted deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Hence, the company is not required to comply with the Provision of Section 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

CHANGE IN SHARE CAPITAL:

During the year, there is no any change in the equity share capital of the Company.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The company has not issued any equity shares with differential voting rights during the Financial year and it is therefore not required to make disclosures specified in Rule 4 (4) of Companies (Share Capital and Debenture) Rules, 2014.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

The company has not issued any Sweat Equity Shares during the financial year and it is therefore not required to make disclosures specified in Rule 8 (13) of Companies (Share Capital and Debenture) Rules, 2014.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTION:

The company has not issued any shares under Employee Stock Option Scheme during the financial year and it is therefore not required to make disclosures specified in Rule 12 (9) of Companies (Share Capital and Debenture) Rules, 2014.

STATEMENT OF UTILIZATION OF ISSUE PROCEEDS:

The company has utilized the issue proceeds as per the purpose mentioned in the Prospectus dated 20th December, 2016. There is no variation in utilization of issue proceeds.

EXTRACT OF ANNUAL RETURN:

The Extract of Annual return in Form No. MGT 9 pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 as on the financial year ended on March 31, 2018 is annexed herewith as Annexure I to this report.

NO. OF BOARD MEETINGS:

During the financial year 2017-18, five board meetings of the Board of Directors of the company were held on 25.04.2017, 26.05.2017, 18.08.2017, 09.11.2017, 09.01.2018.

Pursuant to Section 173(1) of The Companies Act, 2013, there was no gap for more than one hundred and twenty days between two consecutive board meetings.

PARTICULARS OF LOAN, GUARANTEE AND INVESTMENT:

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year, none of the transactions with related parties falls under the scope of section 188(1) of the Act. Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure III in Form AOC-2 and the same forms part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, pursuant to Section 134 of the Companies act 2013 read with the Companies (Account) Rules, 2014 are given in Annexure IV

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No Significant and material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year under review, none of the companies has become or ceased to be Companys subsidiaries, joint ventures or associate companies.

REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

During the year under review, none of the companies have become or ceased to be Companys subsidiaries, joint ventures or associate companies, therefore Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies is not require to be given.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to the provision of section 149 of the Companies Act, 2013 Mr. Arun Siriram Sehgal [DIN: 00491163] was appointed as independent Director of the Company at the Annual GeneralMeeting held on 25th September, 2017. He has also submitted declaration he meets each of the criteria of independence as provided in section 149(6) of the Act and there has been no change in the circumstances which may affect their status as Independent Director during the year.

Pursuant to the provision of Section 168 of Companies Act, 2013 Mr. Nikunj Dineshkumar Soni [DIN: 07608605] has resigned from the Directorship of the Company from 30th December, 2017

In accordance with the provisions of Section 152 of the Companies Act 2013 and the Articles of Association of the Company, Mrs. AnureetKaur Jolly [DIN:02730332], Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

DECLARATION BY INDEPENDENT DIRECTOR:

The Company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013 that he meets the criteria of independence laid down in section 149(6) of the Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3) (c)read with section 134 (5) of the Companies Act, 2013, the Board of Directors states:

1) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2) That 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.

3) That 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.

4) That the Directors have prepared the annual accounts on a going concern basis.

5) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

6) 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.

PARTICULARS OF EMPLOYEES:

During the year under review, the Company had no employee drawing remuneration exceeding the prescribed limits under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

The Company has not received any significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in Future.

INTERNAL FINANCIAL CONTROL SYSTEM:

Your Company has in place adequate internal control systems commensurate with the size of its operations. Internal control systems designed to ensure sound management of your companys operation, safekeeping of its assets, optimal utilization of resources, reliability of its financial information and compliance. Systems and procedures are periodically reviewed by the management.

RISK MANAGEMENT POLICY:

Your company recognizes that risk is an integral part of business and is committed to managing the risks in a pro active and efficient manner. There is no risk which in the opinion of the board may threaten the existence of the company. The company has taken sufficient insurance coverage to safeguard its assets including Inventories, Buildings and Machineries etc.

VIGIL MECHANISM:

The Company has established a vigil mechanism policy and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

AUDIT COMMITTEE:

The company has reconstituted Audit Committee pursuant to section 177 of the Companies Act, 2013 read with rule (6) of the Companies (Meetings of Board and its Powers) Rules, 2014 as on 09.01.2018 due to appointment of Mr. Arun Sehgal and resignation of Mr. Nikunj Soni as Director of the Company. The Committee reconstituted with the following member.

Sr. No Board of Director Designation Nature of Directorship
1 Nareshbhai Vanmalidas Thakkar Chairperson Non Executive and Independent director
2 Arun Sehgal Member Non Executive and Independent director
3 AnureetKaur Jolly Member Non-Executive and Non- Independent director

During the year under review, five meetings of Audit Committee were held on 25.04.2017, 26.05.2017, 18.08.2017, 09.11.2017 and 09.01.2018.

NOMINATION AND REMUNERATION COMMITTEE:

The company has reconstituted Nomination and Remuneration Committeepursuant to section 178 of the Companies Act, 2013 read with rule (6) of the Companies (Meetings of Board and its Powers) Rules, 2014 as on 09.01.2018 due to appointment of Mr. Arun Sehgal and resignation of Mr. Nikunj Soni as Director of the Company.. The Committee reconstituted with the following member.

Sr. No Board of Director Designation Nature of Directorship
1 AnureetKaur Jolly Chairperson Non Executive and Non Independent director
2 Nareshbhai Vanmalidas Thakkar Member Non Executive and Independent director
3 Arun Sehgal Member Non Executive and Independent director

During the year under review, five meetings of Nomination and Remuneration Committee were held on 25.04.2017, 26.05.2017, 18.08.2017, 09.11.2017 and 09.01.2018.

STAKEHOLDER RELATIONSHIP COMMITTEE:

The company has reconstituted Stakeholder Relationship Committee pursuant to section 178 of the Companies Act, 2013 read with rule (6) of the Companies (Meetings of Board and its Powers) Rules, 2014 as on 09.01.2018 due to appointment of Mr. Arun Sehgal and resignation of Mr. Nikunj Soni as Director of the Company. The Committee reconstituted with the following member.

Sr. No Board of Director Designation Nature of Directorship
1 AnureetKaur Jolly Chairperson Non Executive and Non Independent director
2 Nareshbhai Vanmalidas Thakkar Member Non Executive and Independent director
3 Arun Sehgal Member Non Executive and Independent director

During the year under review, five meetings of Stakeholder Relationship Committee were held on 25.04.2017, 26.05.2017, 18.08.2017, 09.11.2017 and 09.01.2018.

BOARD EVALUATION:

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role. In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the Independent director being evaluated.

CORPORATE GOVERNANCE:

Pursuant to Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, provisions of Corporate Governance are not applicable to the company as it is listed to SME Platform of NSE.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

Your Directors state that during the year under review, there were no reported cases falling within the purview of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed Mr. Amit Patel Practicing Company Secretary, Ahmedabad (CP No. 15068) as Secretarial Auditor of the Company for the F.Y. 2017-18. Hence, The Company has obtained Secretarial audit report from Mr. Amit Patel, Practicing Company Secretary, Ahmedabad (CP No. 15068) which is enclosed as Annexure II to this report. The report is self-explanatory and do not call for any further comments.

STATUTORY AUDITORS:

M/s Mistry & Shah, Chartered Accountants (Firm Registration Number 122702W) have expressed their unwillingness to continue as a Statutory Auditor of the Company for the remaining period from the ensuing Annual General Meeting. Due to resignation of M/s Mistry & Shah, Chartered Accountants, the Board approached M/s Bihari Shah & Co., Chartered Accountant and and they agreed to act as a Statutory Auditor of the Company form the conclusion of the ensuing Annual General Meeting to the conclusion of the Annual General Meeting to be held in the calendar year 2023 for auditing the annual accounts of the company for the financial year 2018-19 to 2022-23. Accordingly, requisite resolutions for the appointment of M/s Bihari Shah & Co., Chartered Accountants as statutory auditor of the company forms part of the notice conveying the Annual General Meeting.

The comments in the Auditors report with notes on accounts are self-explanatory and therefore do not call for any further explanation.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to thank all the stakeholders, Investors, Clients, Banks, Government, Regulatory Authorities and Stock Exchange for their continued support and to place on record the appreciation of the valuable contribution and dedication shown by the employees of the Company, RTA, Auditors and Practicing Company Secretary which have contributed to the successful management of the Companys affairs.

Place: Ankleshwar By order of the Board of Directors
Dated: 04.09.2018 (Manindersingh Jolly)
REGISTERED OFFICE Chairman & Managing Director
213, G.I.D.C., PANOLI, DIN: 00399467
ANKLESHWAR- 394116
CIN: L24231GJ1994PLC022613
Email Id: info@prolifeindustries.in