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Prolife Industries Ltd.

BSE: 538392 Sector: Industrials
NSE: PROLIFE ISIN Code: INE994V01012
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Prolife Industries Ltd. (PROLIFE) - Director Report

Company director report

To

The Members

Prolife Industries Limited

Your Directors are pleased to present before you the Annual Report together with theaudited accounts of the company for the year ended on 31st March 2016. Thesummarized financial results for the year ended 31stMarch 2016 are as under:

Financial Results:

Particulars

Financial Year 2015-

Financial Year2014-15

16

(Amount in Rs.)

(Amount in Rs.)

Income:
a)Revenue from Operation 222955021 195884987
b) Other Income 5364469 3031151
Total Net Turnover 228319490 198916139
Profit before Finance charges 205746315 177940555
Depreciation and Taxation
Depreciation 4216561 3969892
Finance charges 9614179 11060545
Profit/(loss) for year before exceptional 8742435 5945146
item Prior PeriodExpense and tax
Exceptional and extraordinary Income - -
Exceptional and extraordinary Expense 605420 -
Profit/(loss) for year before tax 8137015 5945146
Provision for Taxation 2882910 2222713
Profit After Tax 5254105 3722433

Operations:

During the year under review the company's net turnover stood at Rs. 222955021/-while Profit after tax was Rs. 5254105/- Your Directors are continuously looking foravenues for future growth of the company.

Change in the Nature of Business:

There is no Change in the nature of the business of the Company during the year. TheCompany remains to be trading company.

Dividend

Your directors please to recommend final dividend of Rs 0.25/- (Inclusive of DividendDistribution Tax) 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 theCompanies Act 2013and the Companies (Acceptance of Deposits) Rules 2014. The question ofnon compliance of the relevant provisions of the law relating to acceptance of depositdoes not arise.

Change in Share Capital:

There is no change in the Equity Share Capital of the Company during the year

Disclosure regarding Issue of Equity Shares with Different Rights:

The company has not issued any equity shares with differential voting rights during theFinancial 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 istherefore not required to make disclosures specified in Rule 8 (13) of Companies (ShareCapital 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 theCompanies Act 2013 and rule 12(1) of the Companies (Management and Administration) Rules2014 as on the financial year ended on March 31 2016 is annexed herewith as Annexure– A to this report.

No. of Board Meetings:

During the financial year 2015-16 Eight board meetings of the Board of Directors ofthe company were held during the year

Particulars of Loan Guarantee sand Investment:

During the year under review your Company has not provided any loan/guarantee or madeany investment pursuant to Section 186 of the Companies Act 2013.

Particulars of Contracts or Arrangements with Related Parties

All the related party transactions are entered into during the financial year underreview were in ordinary course of business and on an arm's length basis. There were nomaterially significant transactions with related parties during the financial year whichwere in conflict with the interest of the Company.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo:

The Particulars regarding Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo pursuant to Section 134 of the Companies act 2013 read withthe Companies (Account) Rules 2014 are given in Annexure: B

Material changes and commitments affecting the financial position of the company:

There were no changes in the nature of Business during the year.

Subsidiaries Joint Ventures and Associate Companies:

During the year under review none of the companies has become or ceased to beCompany's subsidiaries joint ventures or associate companies.

Report on the performance and financial position of each of the subsidiariesassociates and joint venture companies: During the year under review none of thecompanies have become or ceased to be Company's subsidiaries joint ventures or associatecompanies therefore Report on the performance and financial position of each of thesubsidiaries associates and joint venture companies is not require to be given.

Directors and Key Managerial Personnel:

In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mrs. Anureet Kaur Jolly (DIN:02730332) DirectorDirector of the Company retires by rotation at the ensuing Annual General Meeting andbeing eligible offers themselves for re-appointment.

Declaration by Independent Director:

The Company has received necessary declaration from each independent director undersection 149(7) of the Companies Act 2013; the he meets the criteria of independence laiddown 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) ofthe Companies Act 2013 the Board of Directors states:

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

2) That the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial 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 ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

Particulars of Employees:

The statement containing particulars of employees as required under Section 197(12) ofthe Companies Act 2013 read with Rule 5(2) of the Companies(Appointment and Remunerationof Managerial Personnel) Rules 2014 is not forming part of the Report as the saidprovisions are not applicable to the company.

Receipt of Commission/Remuneration:

None of the Directors of the Company received Commission from the company during thefinancial year 2015-16.

Managerial Remuneration:

The company is not required to make disclosures pursuant to Rule 5 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 relating to ManagerialRemuneration being an Unlisted Company.

Details Of Significant And Material Orders Passed By The Regulators Or Courts OrTribunals Impacting The Going Concern Status And Company's Operations In Future: TheCompany has not received any significant and material orders passed by the Regulators orCourts or Tribunals impacting the going concern status and Company's operations in Future.

Internal Financial Control System:

Your Company has in place adequate internal control systems commensurate with the sizeof its operations. Internal control systems comprising of policies and procedures aredesigned to ensure sound management of your company's operation safekeeping of itsassets optimal utilization of resources reliability of its financial information andcompliance. Clearly defined roles and responsibilities have been institutionalized.Systems and procedures are periodically reviewed to keep pace with the growing size andcomplexity of your Company's operations.

Risk Management Policy:

The company has taken sufficient insurance for the properties against risks of firestrike riot and earthquake. All the Assets of the company including InventoriesBuildings and Machineries are adequately insured.

Audit Committee:

The company is not required to constitute Audit Committee pursuant to section 177 ofthe Companies Act 2013 read with rule (6) of the Companies (Meetings of Board and itsPowers) Rules 2014.

Vigil Mechanism:

The company is not required to establish Vigil Mechanism pursuant to section 177 of theCompanies Act 2013 read with rule (7) of the Companies (Meetings of Board and its Powers)Rules2014..

Nomination and Remuneration Committee:

The company is not required to constitute 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.

Board Evaluation:

The provisions relating to Board Evaluation is not applicable to the company .ThereforeStatement indicating manner in which formal evaluation of Board Committee IndividualDirector has been done by the Board pursuant to section 134 (3) (p) of the Companies Act2013 read with rule 8 (4) of the Companies (Accounts) Rules 2014 is not require to attachwith the Board Report.

Corporate Governance:

The provisions relating to Corporate Governance is not applicable to the company.

Disclosures under Sexual Harassment of Women at workplace:

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

Secretarial Audit Report:

Section 204 of the companies Act 2013 relating to Secretarial Audit is not applicableto the company being a private limited company. Therefore the company is not required toobtain secretarial Audit Report in Form No. MR - 3 pursuant to section 204(1) of theCompanies Act 2013 and rule (9) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

Statutory Auditors:

At the Annual General Meeting held on 13th September 2014 M/s. Mistry & ShahChartered Accountants (Registration No. 122702W) appointed as an Auditors of the Companyfor period of three years from the conclusion of the 13th September 2014 Annual GeneralMeeting the appointment of statutory auditor shall be place for ratification at everyAnnual . Accordingly the appointment of M/s. Mistry & Shah Chartered Accountants(Registration No. 122702W) as statutory auditor placed for ratification by theshareholder. In this regard Company has received a certificate from the auditors toaffect that if they are reappointed It would be in accordance with provisions of 141 ofthe Companies Act 2013.

Cost Auditor:

Pursuant to Section 148 of the Companies Act 2013 read with The Companies (CostRecords and Audit) Amendment Rules 2014 is not applicable to the company for the yearunder review.

Auditors Report:

As regards the comments made in the Auditor's Report the Board is of the opinion thatthey are self-explanatory and does not warrant further clarification.

Acknowledgement:

Your Company has maintained healthy cordial and harmonious industrial relations at alllevels. The enthusiasm and unstinted efforts of the employees have enabled your Company toremain at the forefront of the industry. Your directors place on record their sincereappreciation for significant contributions made by the employees through their dedicationhard work and commitment towards the success and growth of your Company.

palce : ankeshwar

dated :29 th august 2016

(maindersing jolly)

Chairman & managing director

DIN : 00491254