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, 2019.

FINANCIAL RESULTS:

The summarized financial results for the year ended 31st March, 2019 are as under:

Particulars

Financial Year 2018-19

Financial Year2017-18

(Amount in Rs.)

(Amount in Rs.)

Income:
a)Revenue from Operation 296,693,729.36 273,128,511.94
b) Other Income 4,611,330.81 2,793,859.64
Total Income 301,305,060.17 275,922,371.58
Profit before Depreciation, Interest Charges and Taxation 46,142,853.92 37,406,245.20
Depreciation 9,257,917.35 8,861,733.00
Interest Charges 8,643,536.00 7,628,875.00
Profit/(loss) for year before exceptional item, Prior 28,241,400.57 20,915,637.20
Period Expense and tax
Exceptional and extraordinary Income - -
Exceptional and extraordinary Expense - -
Profit/(loss) for year before tax 28,241,400.57 20,915,637.20
TAX Expenses 7,884,884.00 5,866,284.00
Profit After Tax 20,356,516.57 15,049,353.20

COMPANYS PERFORMANCE:

During the year under review, the companys net turnover stood at Rs. 301,305,060.17/- while Profit after tax was Rs. 20,356,516.57/- Your Directors are continuously looking for avenues for future growth of the company.

DIVIDEND:

Your directors please to recommend final dividend of Rs. 0.30/-per share Equity Shares of the Company.

TRANSFER TO RESERVES:

The company has nottransferred any amount toGeneral Reserve.

DEPOSITS:

Your Company has not accepted deposits within the meaning of Section 73 and 76 of the Companies Act, 2013and 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 thefinancial year and it is therefore not required to make disclosures specified in Rule 12 (9) of Companies (Share Capital and Debenture) Rules, 2014.

EXTRACT OF ANNUAL RETURN:

The Extract of Annual return in Form No.MGT 9pursuant 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, 2019is annexed herewith as Annexure I to this report.

NO. OF BOARD MEETINGS:

During the financial year 2018-19,seven board meetings of the Board of Directors of the company were held on 28.04.2018, 30.05.2018, 14.06.2018, 04.09.2018, 06.11.2018, 26.12.2018 and 23.02.2019.

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. Yogesh S. Pareek [DIN: 02937854] was appointed as independent Director of the Company at the Annual GeneralMeeting held on 29th September, 2018. 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 provisions of Section 168 of Companies Act, 2013 Mr. Naresh V. Thakkar [DIN: 01199285] has resigned from the Directorship of the Company from 1st June, 2018.

Pursuant to the provision of Section 203 of Companies act, 2013 Mr. Jayvik M Soni has resigned from the designation of Chief Financial Officer of the Company from 6th June, 2018. Further, as on 4th September, 2018 he is re appointed as Chief Financial Officer of the Company.

In accordance with the provisions of Section 152 of the Companies Act 2013 and the Articles of Association of the Company, Mr. Manindersingh Jolly [DIN: 00399467],Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers themselvesfor 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:

During the year under review, 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, 2014due to appointment of Mr. Yogesh Pareek and resignation of Mr. Naresh Thakkar as Director of the Company. At the Board Meeting held on 04.09.2018 the Committee reconstituted with the following member.

Board of Director Designation Nature of Directorship
1 Mr. Yogesh Pareek Chairperson Non Executive Independent director and
2 Arun Sehgal Member Non Executive and Independent director
3 Anureet Kaur Jolly Member Non-Executive and Non- Independent director

During the year under review, fivemeetings of Audit Committee were held on 28.04.2018, 14.06.2018, 04.09.2018, 06.11.2018 and 23.02.2019.

NOMINATION AND REMUNERATION COMMITTEE:

During the year under review, 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, 2014due to appointment of Mr. Yogesh Pareek and resignation of Mr. Naresh Thakkar as Director of the Company. At the Board Meeting held on 04.09.2018 the Committee reconstituted with the following member.

Board of Director Designation Nature of Directorship
1 Anureet Kaur Jolly Chairperson Non Executive and Non Independent director
2 Yogesh Pareek Member Non Executive and Independent director
3 Arun Sehgal Member Non Executive and Independent director

During the year under review,fivemeetingsof Nomination and Remuneration Committeewereheld on 28.04.2018, 14.06.2018, 04.09.2018, 06.11.2018 and 23.02.2019.

STAKEHOLDER RELATIONSHIP COMMITTEE:

During the year under review, 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 due to appointment of Mr. Yogesh Pareek and resignation of Mr. Naresh Thakkar as Director of the Company. At the Board Meeting held on 04.09.2018 the Committee reconstituted with the following member.

Board of Director Designation Nature of Directorship
1 Anureet Kaur Jolly Chairperson Non Executive and Non Independent director
2 Yogesh Pareek 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 Committeewereheld on 28.04.2018, 05.07.2018, 04.09.2018, 09.10.2018 and 07.01.2019.

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 theIndependent 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 (NSE Emerge).

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. 2018-19. 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.

INTERNAL AUDITORS:

In accordance with the provisions of Section 138 of the Act and rules made thereunder, the Board of Directors of the Company has appointed M/s. D.C. Choksi & Co., Chartered Accountants, as an Internal Auditor to conduct theInternal Audit of the Company Your Company has appointed M/s D. C. Choksi & Co., as its Internal Auditorfor the F.Y. 2018-19. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

STATUTORY AUDITORS:

The Statutory Auditors, M/s. Bihari Shah & Co., Chartered Accountants (Firm Registration Number 119020W), were appointed as Statutory Auditors of the Company at the 24thAnnual General Meeting of the Company from the conclusion of 24th Annual General Meeting held on 29th September, 2018 till the conclusion of Annual General Meeting to be held in the calendar year 2023 for auditing the accounts of the company for the financial year 2018-19 to 2022-23 subject to ratification by the members at every Annual General Meeting. Pursuant to notification issued by the Ministry of Corporate Affairs on 7th May, 2018 amending section 139 of the Companies Act, 2013 and the rules made thereunder, the mandatory requirement for ratification of appointment of Statutory Auditors by the Members at every Annual General Meeting ("AGM") has been omitted.

Accordingly the relevant note of Statutory Auditors Appointment has been given in the Notes of the Notice of 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 theCompanys affairs.

By order of the Board of Directors
Place: Ankleshwar
Dated: 02.09.2019
(Manindersingh Jolly)
Chairman & Managing Director
DIN: 00399467
REGISTERED OFFICE
213, G.I.D.C.,PANOLI,
ANKLESHWAR- 394116
CIN: L24231GJ1994PLC022613
Email Id: info@prolifeindustries.in