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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 2018.

FINANCIAL RESULTS:

The summarized financial results for the year ended 31stMarch 2018 are asunder:

Particulars

Financial Year 2017-18

Financial Year2016-17

(Amount in Rs.)

(Amount in Rs.)

Income:
a) Revenue from Operation 273128511.94 271917326.00
b) Other Income 2793859.64 1001241.00
Total Income 275922371.58 272918567.00
Profit before Depreciation Interest Charges and Taxation 37406245.20 26024743.00
Depreciation 8861733.00 4710935.00
Interest Charges 7628875.00 8062295.00
Profit/(loss) for year before exceptional item Prior 20915637.20 13251513.00
Period Expense and tax
Exceptional and extraordinary Income - -
Exceptional and extraordinary Expense - -
Profit/(loss) for year before tax 20915637.20 13251513.00
TAX Expenses 5866284.00 4506829.00
Profit After Tax 15049353.20 8744684.00

COMPANY'S PERFORMANCE:

During the year under review the company's net turnover stood at Rs. 275922371.58/-while Profit after tax was Rs. 15049353.20/- Your Directors are continuously looking foravenues for future growth of the company.

DIVIDEND:

Your directors please to recommend final dividend of Rs. 0.25/-per share Equity Sharesof 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 2013 and the Companies (Acceptance of Deposits) Rules 2014. Hence thecompany is not required to comply with the Provision of Section 73 and 76 of the CompaniesAct 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 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.

STATEMENT OF UTILIZATION OF ISSUE PROCEEDS:

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

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 2018 is annexed herewith as Annexure Ito this report.

NO. OF BOARD MEETINGS:

During the financial year 2017-18 five board meetings of the Board of Directors of thecompany 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 thanone 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 thefinancial statements.

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.

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 IV

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.

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 the companies have become or ceased to beCompany's subsidiaries joint ventures or associate companies therefore Report on theperformance and financial position of each of the subsidiaries associates and jointventure 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 SiriramSehgal [DIN: 00491163] was appointed as independent Director of the Company at the AnnualGeneralMeeting held on 25th September 2017. He has also submitted declarationhe meets each of the criteria of independence as provided in section 149(6) of the Act andthere has been no change in the circumstances which may affect their status as IndependentDirector during the year.

Pursuant to the provision of Section 168 of Companies Act 2013 Mr. Nikunj DineshkumarSoni [DIN: 07608605] has resigned from the Directorship of the Company from 30thDecember 2017

In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mrs. AnureetKaur Jolly [DIN:02730332] Director ofthe Company retires by rotation at the ensuing Annual General Meeting and being eligibleoffers 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 that 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) They have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively.

6) 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:

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

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

The Company has not received any significant and material orders passed by theRegulators or Courts or Tribunals impacting the going concern status and Company'soperations in Future.

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.

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.

VIGIL MECHANISM:

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

AUDIT COMMITTEE:

The company has reconstituted 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 09.01.2018 due to appointment of Mr. Arun Sehgal and resignation of Mr. NikunjSoni 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 25.04.201726.05.2017 18.08.2017 09.11.2017 and 09.01.2018.

NOMINATION AND REMUNERATION COMMITTEE:

The company has reconstituted Nomination and Remuneration Committeepursuant to section178 of the Companies Act 2013 read with rule (6) of the Companies (Meetings of Board andits Powers) Rules 2014 as on 09.01.2018 due to appointment of Mr. Arun Sehgal andresignation of Mr. Nikunj Soni as Director of the Company.. The Committee reconstitutedwith 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 Committeewere 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 section178 of the Companies Act 2013 read with rule (6) of the Companies (Meetings of Board andits Powers) Rules 2014 as on 09.01.2018 due to appointment of Mr. Arun Sehgal andresignation of Mr. Nikunj Soni as Director of the Company. The Committee reconstitutedwith 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 wereheld 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 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 seeking inputs fromall the directors on the basis of the criteria such as the board composition andstructure effectiveness of board processes information and functioning etc. Theperformance of the committees was evaluated by the board after seeking inputs from thecommittee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The board and the nomination and remuneration committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role. In a separatemeeting of independent directors performance of non-independent directors performance ofthe board as a whole and performance of the chairman was evaluated taking into accountthe views of executive directors and non-executive directors. The same was discussed inthe board meeting that followed the meeting of the independent directors at which theperformance of the board its committees and individual directors was also discussed.Performance evaluation of independent directors was done by the entire board excludingthe 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 asit 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 casesfalling within the purview of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013.

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 appointed Mr. Amit PatelPracticing Company Secretary Ahmedabad (CP No. 15068) as Secretarial Auditor of theCompany for the F.Y. 2017-18. Hence The Company has obtained Secretarial audit reportfrom Mr. Amit Patel Practicing Company Secretary Ahmedabad (CP No. 15068) which isenclosed as Annexure II to this report. The report is self-explanatory and do notcall for any further comments.

STATUTORY AUDITORS:

M/s Mistry & Shah Chartered Accountants (Firm Registration Number 122702W) haveexpressed their unwillingness to continue as a Statutory Auditor of the Company for theremaining 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 formthe conclusion of the ensuing Annual General Meeting to the conclusion of the AnnualGeneral Meeting to be held in the calendar year 2023 for auditing the annual accounts ofthe company for the financial year 2018-19 to 2022-23. Accordingly requisite resolutionsfor the appointment of M/s Bihari Shah & Co. Chartered Accountants as statutoryauditor 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 andtherefore do not call for any further explanation.

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.

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