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Prolife Industries Ltd.

BSE: 538392 Sector: Industrials
NSE: PROLIFE ISIN Code: INE994V01012
BSE 05:30 | 01 Jan Prolife Industries Ltd
NSE 05:30 | 01 Jan Prolife Industries Ltd

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 2017. Thesummarized financial results for the year ended 31stMarch 2017 are as under:

1. FINANCIAL RESULTS:

Particulars

Financial Year

Financial

2016-17

Year2015-16

(Amount in

(Amount in Rs.)

Rs.)

Income:
a)Revenue from Operation 271917326 222955021
b) Other Income 1001241 5112877.
Total Income
272918567 228067898
Profit before Depreciation Interest Charges and 26024743 22273990
Taxation
Depreciation 4710935 4216561
Interest Charges 8062295 9314994
Profit/(loss) for year before exceptional item Prior 13251513 8742435
Period Expense and tax
Exceptional and extraordinary Income - -
Exceptional and extraordinary Expense - 605420
Profit/(loss) for year before tax 13251513 8137015
TAX Expenses 4506829 2882910
Profit After Tax 8744684 5254105

2. COMPANY'S PERFORMANCE:

During the year under review the company's net turnover stood at Rs. 272918567/-while Profit after tax was Rs. 8744684/- Your Directors are continuously looking foravenues for future growth of the company.

3. DIVIDEND:

Your directors please to recommend final dividend of Rs. 0.20/- per share Equity Sharesof the Company.

4. TRANSFER TO RESERVES:

The company has not transferred any amount to General Reserve.

5. 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.

6. SUCCESSFUL INITIAL PUBLIC ISSUE:

Your Directors are pleased to inform you that the Initial Public Offering (IPO) of theCompany was successfully completed. The company entered the capital market with its maideninitial public offering (IPO) of 1110000 equity shares of face value of Rs. 10 and at apremium of Rs. 28/- per share aggregating to Rs. 4.218 crores. The issue opened forsubscription on December 27 2016 and closed on December 30 2016 and was oversubscribedby 4.3216 times. The equity shares have been listed on the SME Emerge Platform of NationalStock Exchange of India Ltd (NSE) w.e.f January 09 2017.

7. CHANGE IN SHARE CAPITAL:

During the Year Company has increased its Authorised Share Capital to Rs. 45000000 bycreation of additional capital of Rs. 15000000/- ranking pari passu in all respects withexisting equity shares of the Company.

During the year Company has issued 1492040 equity shares of Rs. 10 each as Bonusissue to its existing members of the company. Further the Company issued 1110000 equityshares by way of Initial Public Offer.

8. STATEMENT OF UTILIZATION OF ISSUE PROCEEDS:

The company has utilized the issue proceeds as per the purpose mentioned in theProspectus dated 20th December 2016

9. EXTRACT OF ANNUAL RETURN:

The Extract of Annual return in Form No. MGT – 9 pursuant 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 2017 is annexed herewith as Annexure I tothis report.

10. NO. OF BOARD MEETINGS:

During the financial year 2016-17 eleven board meetings of the Board of Directors ofthe company were held on 12.05.2016 25.06.2016 11.07.2016 20.07.2016 23.07.201626.08.2016 29.08.2016 07.09.2016 20.12.2016 03.01.2017 05.01.2017.

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

11. PARTICULARS OF LOAN GUARANTEE AND INVESTMENT:

The particulars of loans guarantees and investments have been disclosed in thefinancial statements.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

13. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

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 IV

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

No Significant and material changes occurred subsequent to the close of the financialyear of the Company to which the balance sheet relates and the date of the report likesettlement of tax liabilities operation of patent rights depression in market value ofinvestments institution of cases by or against the company sale or purchase of capitalassets or destruction of any assets etc.

15. 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.

16. 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.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to section 149 of the Companies Act 2013 Mr. Nikunj Dineshbhai Soni wasappointed as independent Director of the Company at the extra ordinary meeting held on 7thSeptember 2016 and Mr. Naresh Thakkar was reappointed as an independent Director at theannual general meeting held on 30th September 2016. They have also submitteddeclaration he meets each of the criteria of independence as provided in section 149(6) ofthe Act and there has been no change in the circumstances which may affect their status asIndependent Director during the year.

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) Directorof the Company retires by rotation at the ensuing Annual General Meeting and beingeligible offers themselves for reappointment.

Pursuant to provision of Section 203 of the Companies Act 2013 Mr. Jayvik Soni hasappointed as a Chief Financial Officer and Ms. Darshna Maniyar has appointed as a CompanySecretary of the Company as on 26th August 2016.

18. DECLARATION BY INDEPENDENT DIRECTOR:

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

19. 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 accountingstandards had 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 maintenanceof adequate accounting records in accordance with the provisions of this Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

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

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

6) The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

20. PARTICULARS OF EMPLOYEES:

During the year under review the Company had no employee drawing remunerationexceeding the prescribed limits under Section 197(12) of the Companies Act 2013 read withRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014

21. 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.

22. INTERNAL FINANCIAL CONTROL SYSTEM:

Your Company has in place adequate internal control systems commensurate with the sizeof its operations. Internal control systems designed to ensure sound management of yourcompany's operation safekeeping of its assets optimal utilization of resourcesreliability of its financial information and compliance. Systems and procedures areperiodically reviewed by the management.

23. RISK MANAGEMENT POLICY:

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

24. AUDIT COMMITTEE:

The company has constituted Audit Committee pursuant to section 177 of the CompaniesAct 2013 read with rule (6) of the Companies (Meetings of Board and its Powers) Rules2014 as on 07.09.2016. The Committee constituted with the following member.

Sr. No Board of Director Designation Nature of Directorship
1 Nikunj Dineshkumar Soni Chairperson Non Executive Independent director and
2 Nareshbhai Vanmalidas Thakkar Member Non Executive Independent director and
3 Anureet Kaur Jolly Member Non-Executive and Independent director Non-

During the year under review two meetings of Audit Committee were held on 20.12.2016and 03.01.2017.

26. NOMINATION AND REMUNERATION COMMITTEE:

The company has constituted Nomination and Remuneration Committee pursuant to section178 of the Companies Act 2013 read with rule (6) of the Companies (Meetings of Board andits Powers) Rules 2014 as on 07.09.2016. The Committee constituted with the followingmember.

Sr. No Board of Director Designation Nature of Directorship
1 Anureet Kaur Jolly Chairperson Non Executive and Non Independent director
2 Nareshbhai Vanmalidas Thakkar Member Non Executive and Independent director
3 Nikunj Dineshkumar Soni Member Non Executive and Independent director

During the year under review two meetings of Nomination and Remuneration Committeewere held on 20.12.2016 and 03.01.2017.

27. STAKEHOLDER RELATIONSHIP COMMITTEE:

The company has constituted Stakeholder Relationship Committee pursuant to section 178of the Companies Act 2013 read with rule (6) of the Companies (Meetings of Board and itsPowers) Rules 2014 as on 07.09.2016. The Committee constituted with the following member.

Sr. No Board of Director Designation Nature of Directorship
1 Anureet Kaur Jolly Chairperson Non Executive and Non Independent director
2 Nareshbhai Vanmalidas Thakkar Member Non Executive and Independent director
3 Nikunj Dineshkumar Soni Member Non Executive and Independent director

During the year under review two meetings of Stakeholder Relationship Committee wereheld on 20.12.2016 and 03.01.2017

28. BOARD EVALUATION:

The board of directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations"). The performance of the board was evaluated by the board after seekinginputs from all the directors on the basis of the criteria such as the board compositionand structure effectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc. The board and the nomination and remunerationcommittee reviewed the performance of the individual directors on the basis of thecriteria such as the contribution of the individual director to the board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc. In addition the chairman was also evaluated onthe key aspects of his role. In a separate meeting of independent directors performanceof non-independent directors performance of the board as a whole and performance of thechairman was evaluated taking into account the views of executive directors andnon-executive directors.

The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the Independent director being evaluated.

29. 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 asit is listed to SME Platform of NSE.

30. 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.

31. SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Companies Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the company has obtained Secretarialaudit 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 notcall for any further comments.

32. 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 annual general meeting held on 13thSeptember 2014 to the conclusion of the annual general meeting to be held in 2017. Thestatutory auditors is required to be appointed for the term of 5 years from the conclusionof the ensuring annual general meeting to the Sixth annual general meeting to be held incalendar year 2022 for auditing the annual accounts of the company for the financial year2017-18 to 2021-22. Accordingly requisite resolutions for the appointment of M/s Mistryand Shah Chartered accountants as statutory auditors of the company forms part of thenotice convening the annual general meeting

The comments in the Auditors report with notes on accounts refer to the auditor'sreport are self explanatory and therefore do not call for any further explanation.

33. LISTING WITH STOCK EXCHANGES:

Prolife Industries Limited got its shares listed on the NSE Emerge Platform of NSELimited on

January 09 2017. The listing fees has been duly paid to the Stock Exchange.

34. ACKNOWLEDGEMENT:

Your Directors take this opportunity to thank all the stakeholders Investors ClientsBanks Government Regulatory Authorities and Stock Exchange for their continued supportand to place on record the appreciation of the valuable contribution and dedication shownby the employees of the Company RTA Auditors and Practicing Company Secretary which havecontributed to the successful management of the Company's affairs

By order of the Board of Directors
Place: Ankleshwar
Dated: 18.08.2017
Manindersingh Jolly
Chairman & Managing Director
DIN: 00491254