Your directors have pleasure in presenting their 38th Annual Report along with theAudited Statement of accounts for the year ended on 31st March 2021 andAuditors Report thereon.
The summarized financial results for year ended 31sl March 2021 are asunder:
|PARTICULARS ||Current year 31/03/2021 ||Previous year 31/03/2020 |
|Income from Operations ||8050503 ||15804545 |
|Other income ||1211980 ||1474015 |
|TOTAL INCOME ||9262483 ||17278559 |
|Less : Total Expenditure before Int. Depreciation & Tax ||10064995 ||15098900 |
|Profit/(Loss) before Int. Depreciation & Tax ||(802512) ||2179659 |
|Less : Interest ||16005 ||8290 |
|Profit/(Loss) before Depreciation ||(818517) ||2171369 |
|Less : Depreciation ||(987918) ||985927 |
|Profit/(Loss) before Exceptional and extraordinary items and Tax ||(1806435) ||1185442 |
|Less : exceptional items ||1808216 ||0 |
|Profit/(Loss) before extraordinary items and Tax ||1781 ||1185442 |
|Less:Extraordinary items ||0 ||0 |
|Profit/(Loss) before Tax ||1781 ||1185442 |
|Less : Provision for Tax ||0 ||0 |
|: Deferred Tax ||0 ||0 |
|: Excess/short provision relating to earlier year Tax ||0 ||0 |
|Profit/(Loss) after Tax ||1781 ||1185442 |
|Add: Adj. In respect of Profit From Discontinuing operation ||0 ||0 |
|Less:Adjustment of short provision of I.TAX ||0 ||0 |
|Less: Transfer to Debenture Redemption Reserve ||0 ||0 |
|Less: Transfer to Reserves ||0 ||0 |
|Less: Dividend paid on Equity Shares ||0 ||0 |
|Less: Dividend paid on Preference Shares ||0 ||0 |
|Less: Dividend Distribution Tax ||0 ||0 |
|Balance ||1781 ||1185442 |
|Add: Surplus/Deficit B/F. from Pre. Year ||(439600118) ||(440785560) |
|Balance Carried to B/s. ||(439598337) ||(439600118) |
Note- Previous Year figures have been regrouped or re arranged wherever necessary.
Profit After Tax for the current FY is Rs. 1781 compared to Rs.l 185442 in the previousyear. The decline in profit is due to spread of COVID-19 and subsequent lockdownthroughout the country. The factory and business operations were closed with effect from22nd March2020 till 31st May 2020
The company continues to operate in two segments Textiles and Wind Power Generationbusiness.
The BIFR has restored the company's reference in conformity with the order passed bythe Hon'ble High Court of Gujarat for fresh hearing under the provisions of the SickIndustrial Companies (Special Provisions) Act 1985
1. Section 134(3)(a) EXTRACT QF ANM AL RETURN
Pursuant to Section I34(3)(a) and Section 92(3) of the Companies Act 2013 read withRule 12 of the Companies (Management and Administration) Rules 2014 as amended theextract of the Annual Return as at March 312021 in the prescribed form MGT -9 is notrequired to be published. However Annual Return in Form MGT-7 will be/has been placed onCompany's website and can be accessed at www.prashantindia.info.
2. DUMBER Qf BOARD MEETINGS;
During the Financial Year 2020-21 6 [SIX] meetings of the Board of Directors of theCompany were held as under:
|15/06/2020 ||13/08/2020 ||07/11/2020 |
|13/01/2021 ||11/02/2021 ||26/03/2021 |
3. Section 134(3 H cl DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of section 134(5) the Board confirms and submits theDirectors'
Responsibility Statement that:
a. in the preparation of the annual accounts for the financial year ended March312021 the applicable accounting standards read with requirements set out under ScheduleIII to the Act have been followed along with proper explanation relating to materialdepartures;
b. the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
c. the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d. the directors have prepared the annual accounts on a going concern basis; and
e. the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively.
f. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
4. Section 134(3Vca) DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDERSUB-SECTION (121 OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRALGOVERNMENT;
The Directors state that no fraud by Company has been committed nor any fraud on theCompany by its officers/employees has been noticed during the Financial Year 2020-21.
The Auditors have also reported that no fraud by the Company or any fraud on theCompany by its officers/employees has been noticed or reported during the course of theirAudit There is no fraud exceeding the limits requiring reporting to the Central Government
5. Section 13413dl DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to Section 149(7) of the Companies Act 2013 the Company has receivednecessary declaration from each Independent Director confirming that they meet thecriteria of independence as prescribed under Section 149(6) of the Act and SEBI (ListingObligations & Disclosure Requirements) Regulations 2015.
6. Section 134(3)(e) COMPANIES lT)LlC.\._(I^_UlJ^CimCS^i:mLVQJUlNX REMUNERATION ANDINDEPENDENCE
As required by Section 178(1 )/l78(3) Company has constituted Nomination andRemuneration Committee which formulate the criteria for determining qualificationpositive attribute and independence of a director and has recommended a policy to theBoard relating to remuneration of directors Key Managerial Personnel and other employeesand Board is implementing the same.
7. S^ipn mm BOARD COMMENTS QR EXPLANATION QN QUALIFICATION RESERVATION QR ADVERSEREMARK BY AVD1TQR QR PRACTICING COMPANY SECRETARY
(i) The remarks of the Auditor in their report under the head OTHER MATTERS
Note No. 2(a) Regarding non accounting for gratuity leave encashment and bonusliability contrary to Section 128 of the Companies Act 2013 and Ind AS-19 issued by ICAIthe Board would like to state that such liability is accounted only when they crystallize.It is the consistent policy of the company.
Note No. 2(b) Regarding suspension of operation of Agro Division and Plant Machinerieshaving been sold out as scrap Company having incurred net loss / Cash loss over pastseveral years and erosion of net worth of the Company and preparation of accounts of thecompany as a going concern
Your Directors are of the opinion that there is no material threat to the existence ofthe company.
Note No. 19(b) Regarding non provision of liabilities of Rs. 9508.11 lacs. Suchliability is accoimted only when they crystallize.
(ii) SECRETARIAL AUDITOR:
Remarks of Secretarial Auditor are self explanatory and needs no comment by the Board.
8. Section 1mm particulars qf loans guarantees qr .investments
There were no loans given guarantees given or investments made by the Company undersection 186 of the Companies Act 2013 during the year under review and hence the saidprovisions are not applicable.
9. fiction mm) PARTICULARS QF CONTRACTS QR ARRANGEMENTS WITH
All the related party transaction entered into during the financial year 2020-21 wereat an arm's length and in ordinary course of business. No material related partytransactions were entered during the financial year by the Company. Disclosures forrelated party transactions as required under Section 134(3) (h) of the Act in Form AOC-2is annexed as Annexure - I' with this report.
All transactions with related parties were reviewed and approved by the AuditCommittee. Prior omnibus approval is obtained for related party transactions which are ofrepetitive nature and entered in the ordinary course of business and on an arm's lengthbasis. A statement giving details of all related party transactions is placed before theAudit Committee on a quarterly basis for its review. The details of the transactions withrelated parties are also provided in the accompanying financial statements.
10. Section 134CWil STATE OF COMPANY'S AFFAIRS:
The company is engaged in Textiles and Wind power generation business. The revenue ofthe company during the year decreased from Rs. 17278559 in the previous year to Rs.9262483 in the current year. The company earned profit of Rs. 1781 as compared toprofit of Rs. 1185442 in the previous year.
At present your company has no plan to enter into any other business.
11. Section mm.TRANSFER TO RESERVES:
Your Directors do not recommend to transfer any amount out of profits to the reserves
12. The directors do not recommend any dividend for the year ended 31stMarch 2021.
13. Section 134(31(11 MATERIAL CHANCES BETWEEN THE PATE QF THE BQA1U>
REPORT AND END OF FINANCIAL YEAR
Due to second wave of COVID-19 Pandemic and lockdown the factory and businessoperations were affected during the months of April and May 2021. In the opinion of boardof directors excepting COVID-19 there are no material changes & commitments which haveoccurred after Balance Sheet date till the date of the report affecting the financialposition of the company.
14. Section 134(3Vml CONSERVATION OF ENERGY. TECHNOLOGY. ABSORPTION. FOREIGN EXCHANGEAND OUTGO
The relevant particulars are given in prescribed form annexed as ANNEXURE II to thisreport.
15. Section 134(.Wn) RISK MANAGEMENT POLICY:
In the opinion of your Board there is no potential risk except the change ingovernment policy increase in business competition and economic recession are likely tothreaten the existence of your Company. The board is fully aware of Risk Factors and istaking preventive measures wherever required.
The Company has been exempt under regulation 21 of SEBI (Listing Obligation andDisclosure requirements) Regulations 2015 from reporting of risk management
16. Section 134f3Vot CORPORATE SOCIAL RESPONSIBILITIES fCSRI POLICY:
The Provisions of CSR under section 135 of the Companies Act 2013 read with Rule 8 ofthe Companies (Corporate Social Responsibility Policy) Rules 2014 your company do notfulfill the threshold limits of Turnover of Rs. 100 Cr. Or Net Profit of Rs. 5 Cr. And NetWorth of Rs. 10 Cr. hence are not applicable to your company.
17. Section 134(3t<Dt FORMAL ANNUAL EVALUATION
The Clause relating to Formal Annual Evaluation of performance of Board or itsCommittees and individual directors is not applicable to the Company as paid up sharecapital doesn't exceed Rs.25 Crore
18. gmioii IMlilfll OTHER MATTERS
Pursuant to provisions of Section 134(3)(q) read with Rule 8(5) of the Companies(Accounts ) Rules 2014 the Board hereby reports as under
1. Financial summary or highlights: this has already been reported under the headFinancial Highlights
2. CHANGE IN NATURE OF BUSINESS IF ANY;.
There is no major change in the nature of business carried on by the company comparedto the previous year. However due to covid-19 Pandemic and lockdown business of thecompany was effected for the period of March2021.
3. DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATES:.
As on March 312021 the Company has no subsidiary' joint venture or associates.
Further during the year there is no Company which became or ceased to be thesubsidiary joint venture or associates of your Company. Therefore disclosure under firstproviso to Section 129(3) in prescribed form AOC-1 is not applicable to your company.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 exceptingInter corporate loan/ Deposit which are exempt from Deposit under said rules.
5. ANY SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS:
No material order has been passed by Regulators Courts or Tribunals against thecompany during the financial year 2020-21 impacting the going concern status andcompanies operations in future.
6. INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference tofinancial transactions. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.
7. PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURES
a. Remuneration to Directors and KMP: As required under Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the required detailsis annexed as ANNEXURE III and IV to this report.
b. None of the employee was in receipt of remuneration exceeding the limit as stated inrule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.
c. The company has no employees (not being directors or their relatives) who arc postedand working outside India drawing remuneration of more than Rs. 60 lacs p.a or Rs. 5 lacsp.m during the financial year.
DISCLOSURE UNDER rule & sup RULE ? CLAUSE xi PROCEEDING UNDER IBC
In the opinion of and to the best of Knowledge of Board of Directors of Company theCompany has not filled any application under the Insolvency and Bankruptcy Code 2016during the year nor any proceedings against the Company is pending under the Insolvencyand Bankruptcy Code 2016 as at the end of Financial Year 2020-21.
DISCLOSURE UNDER RULE 8. SUB RULE 5 CLAUSE XII VALUATION DIEFRF.NCE SETTELMENT
Your Company has not entered into one time settlement with Banks or FinancialInstitutions during the Financial Year hence the details of difference between the amountof the valuation done at the time of one time settlement and the valuation done whiletaking loan from the Banks or Financial Institutions is not applicable.
REAPPOINTMENT OF INDEPENDENT DIRECTOR
Pursuant to provisions of Section 149 read with Section 161 Mrs. Shobhaben RajeshbhaiDudhat (DIN: 08110725) was appointed as an Independent Director by the Board w.e.f 5thMay 2018 for 3 Years and her term expires at the conclusion of this AGM. Company hasreceived declaration of independence for her re-appointment.
Mr. Haribhai Becharbhai Malvia (DIN: 00042683) independent director also holds officetill the conclusion of this AGM. He is eligible for re- appointment for 2ndterm. The company has received the declaration of independence for his re- appointment.Since his age is above 70 years special resolution is proposed for his re-appointment.
The board recommends to re- appoint both of them for 2nd term. None of theother directors are interested in the said matter.
ctmcm COMPOSITION qi the board mu kme
There is no change in composition of the Board during the year. No changes haveoccurred in the Board of Directors and Key Managerial Personnel from the end of previousfinancial year to the date of this Report.
The Board consists of executive and non-executive directors including independentdirectors who have wide and varied experience in different disciplines of corporatefunctioning.
Shri Prabhudas. M Gondalia retires by rotation and being eligible has offered himselffor re-appointment
DISQUALIFICATION OF DIRECTORS
Pursuant to provisions of Section 164(2) (b) and Section 167 of the Companies Act 2013the company has received a declaration from directors that none of them are disqualifiedto hold post as director of the company.
DISCLOSURE UNDER SECTION 177.178 COMMITTEES OF THE BOARD
a. Audit committee:
Information about Audit Committee is provided under the head Corporate GovernanceReport attached with this report
b. Nomination And Remuneration Committee
Information about Nomination And Remuneration Committee is provided under the headCorporate Governance Report attached with this report
c. Stakeholders and Investor Grievance Committee
Information about Stakeholders and Investor Grievance Committee is provided under thehead Corporate Governance Report attached with this report
d. Vigil Mechanism committee
Since your company has not accepted any Deposit from the public and has not borrowedmoney from Banks and public Financial Institutions in excess of Rs. 50 crore provisionsof section 177(9) read with Rule 7 of Companies (Meeting of board and its Powers) Rules2014 are not applicable to the company.
The paid up capital of the Company is 42354430/- Your Company has not issued anykind of Shares during the financial year ended on 31st March 2021. Thus there is nochange in authorized issued subscribed and paid up share capital of the company.
DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:
Pursuant to Rule 4(4) of Companies (Share Capital and Debentures) Rules 2014 TheCompany has not issued Equity Shares with differential rights.
DISCLOSURE REGARDING ISSUE OF SWEATS EQUITY SHARES:
In terms of Rule 8 of Companies (Share Capital and Debentures) Rules 2014 The Companyhas not issued sweat Equity shares during the Financial Year 2020-21.
DISCLOSURE UNDER SECTION mm REGARDING ISSUE QF EMPLOYEE STOCK
OPTION AND EMPLOYEES STOCK PURCHASE SCHEMES:
As per Section 62(1 )(b) of the Companies Act 2013 read with Rule 12 of Companies (Share Capital and Debentures) Rules 2014 the Company has not issued Employee StockOptions during the Financial Year 2020-2l.Therefore disclosure of particulars as requiredunder Rule 11(9) of Companies ( Share Capital and Debentures) Rules 2014 is notapplicable.
BUY-PACK OF SHARES
The company has not purchased its own shares during the financial year thereforedetails required to be disclosed as per Rule 16 of Companies ( Share Capital andDebentures) Rules 2014 is not applicable.
REDEMPTION QT PREFERENCE SHARES AMD DEBENTURES
Pursuant to Section 164(2) and 167(1) and Schedule V Part 2 of Companies Act 2013company has not issued any preference shares or debentures and there is no redemption ofany preference shares or debentures during the F.Y. 2020-21.
INV ESTOR EDUCATION PROTECTION FUND:
As on 31/03/2021 there is no outstanding amount of unpaid or unclaimed dividend. Henceno amount nor any shares are required to be transferred to 1EPF during the F.Y. 2020-21.
DISCLOSURE V1NDF.R SECTIQN 129(3) CONSOLIDATED FINANCIAL STATEMENT
Since your Company has no subsidiary' associate or joint ventures companiesprovisions of consolidated financial statements under section 129(3) and disclosure inform AOC-1 under Rule 5 of the Companies (Account) Rules 2014 are not applicable.
NOMINATION OF DIRECTORS BY SMALL SHAREHOLDERS
The company has not received name of any candidate to be nominated by smallshareholders as provided in section 151 of the Act.
At the 34th Annual General Meeting held on 28/09/2017 M/s. Gheewala&Co. Chartered Accountants were appointed as the Statutory Auditors of the Company tohold office till the conclusion of 39th Annual General Meeting to be held in2022. As per the MCA Notification Ratification of auditor is not required. Howevercompany has obtained Eligibility certificate from the statutory auditor to the effect thatthey do not suffer from any disqualification as laid down in Companies Act 2013
Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Boardhas appointed JTTENDRA RAMANLAL BHAGAT Company Secretary' in Practice to hold the officeof the Secretarial Auditors and to conduct the Secretarial Audit. The Secretarial AuditReport for the financial year ended March 312021 is annexed as Annexure - V' tothis report.
DISCLOSURE REGARDING MAINTENANCE QF cost records
The Company do not satisfy the criteria of threshold limits specified for maintenanceof cost records/cost audit as specified by the Central Government under sub-section (1) ofSection 148 of the Companies Act 2013 the said provisions are not applicable to Company.
Company has introduced Internal Financial Control System which ensures proper InternalAudit of Financial Transactions.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL
The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board meetings SSI and Annual General Meetings SS2.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITIONAND REDRFSftAL} ACT 2013
Your Company has adopted a policy on prevention prohibition and redressal of sexualharassment at the workplace in line with the provisions of the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and Rules made there under.
Your Company has constituted an Internal Complaints Committee across its commercialoffices and Manufacturing sites.
Details required to be disclosed under the provision of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 arc as under:
a. No. of Complaints pending for disposal at the beginning of the financial year - NIL.
|b. No. of Complaints received during the financial year ||-NIL. |
|c. No. of complaints disposed off during the financial year ||-NIL. |
|d. No. of complaints pending for disposal at the end of financial year ||-NIL. |
CLAUSE 32 (iii)Cb)
I. Shares of the company are not delisted
II. Stock Exchange has not suspended securities of the company from trading during thefinancial year
III. Equity Shares of the company are listed on Bombay Stock Exchange. The company hasalso paid listing fees for FY 2021-22 to the Stock Exchange.
CLAUSE4.9.11B.5.b PERFORMANCE EVALUATION 01 INDI PI NDI ^T MMS
The company has system of performance evaluation of independent directors as per normslaid down by Nomination and Remuneration Committee
CLAUSE 49.IY.B.4 REMUNERATION POLICY FOR DIRECTORS. KIViP AND OTHER EMPLOYEES
Relevant particular are given under the head corporate governance report attached withthis report
CLAUSE 49.11.B.7.h FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS
Due to COVID-19 familiarization program for independent directors could not beconducted by the Company during the year.
CLAUSE 49.11 E.3 VIGIL MECHANISM N< WHISTLE It LOWER POLICY)
Though the provisions relating to vigil mechanism are not applicable to the companycompany has made adequate arrangements and developed mechanism for Whistle Blowers.
CLAUSE 49tVD MATERIAL SUBSIDIARIES
Your company has no material subsidiaries
CLAUSE 4P.VIIIA.2 POLICY ON DEALING WITH RELATED TARTY TRANSACTIONS
The company has framed policy for dealing with related party transactions inconsultation with audit committee.
CLAUSE 49.II.E.2 DECLARATION OF CEO REGARDING COMPLIANCE BY BOARD MEMBERS
Said declaration is attached as ANNEXURE VI to this report.
CLAUSE 49.VIII.C.1/2/3/4 REMUNERATION OF DIRECTORS
Necessary details are attached in Corporate governance report.
CLAUSE. .43.YI1LI?. COMPLIANCE WITH ACCQUMOG STANDARDS
Please refer Corporate governance report attached with this report.
CLAUSE 49 QF LISTING AGREEMENT MANAGEMENT m$CVS$lQN AND ANALYSIS
(a) Industry Structure and Developments:- Company is operating in Textile Industry andWind Power
(b) Opportunities and Threats:- The textile industry provides ample opportunities indomestic as well as export market. However the uncertainty of raw material prices andgovernment policies are detrimental to growth and profitability. Spread of COVID-19Pandemic and lockdown has resulted into shortage of availability of raw materialsconsumables as well as labour.
(c) Segment wise or product wise Performance: - Company operates in two segments (1)Textile and Wind Power Generation. The performance of both sectors are reported in AuditReport
(d) Outlook: - The directors propose to revive the company subject to approval ofschemes to be approved by competent authorities.
(e) Risks & Concerns: - Due to Covid-19 Pandemic Company is expecting to incur avery heavy cash losses..
(f) Internal control systems and their adequacy: - Company has developed adequateinternal control system and looking to the size of the company said system is operatingadequately and effectively.
(g) Discussion on financial performance with respect to operational performance; -TheFinancial performance is reported in directors report. Company is a sick company and allefforts are being made to make settlements with secured creditors and concernedauthorities.
(h> Human Resources Management Initiatives:-All the efforts are made to rationalizeits manpower and make effective use of the same.
As provided under Regulation 15(2) of the SEBI (LODR) Regulations 2015 thecompliance 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 sharecapital doesn't exceed Rs.10 Crore and net worth doesn't exceed Rs 5crores.
However certain important information has required under Corporate governance rules areattached as ANNEXURE VII
CLAUSE 49.XI.A AUDITORS CERTIFICATE FOR COMPLIANCE WITH CORPORATE
Certificate from auditors regarding compliance of conditions of corporate governance isannexed as ANNEXURE VII
BUSINESS RESPONSIBILITY REPORT
Since your company do not fulfill the conditions prescribed for business responsibilityreporting said clause is not applicable.
All Inventories and Fixed Assets including Buildings Plant and Machinery etc. areadequately insured. INDUSTRIAL RELATIONS
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.
The Directors express their sincere thanks to the employees customers supplierscompany's bankers and members of the company for their continued support.
| ||For & On Behalf of the Board of Directors |
| ||Prashant India Limited |
|Place :Palsana ||Sd/- |
|Date :31/05/2021 ||P. M. Gondalia |
| ||Chairman & Managing Director |
| ||DIN:00014809 |