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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 2021.

FINANCIAL RESULTS:

The summarized financial results for the year ended 31st March 2021 are asunder:

Particulars Financial Year 2020-21 Financial Year2019-20
(Amount in Rs.) (Amount in Rs.)
Income:
a) Revenue from Operation 735886600.00 504521830.70
b) Other Income 6174917.57 17829982.46
Total Income 742061517.57 522351813.16
Profit before Depreciation Interest Charges and Taxation 88150838.15 73021078.40
Depreciation 9332095.15 10321514.58
Interest Charges 4904474.00 5873421.00
Profit/(loss) for year before exceptional item Prior 73914268.71 56826142.82
Period Expense and tax
Exceptional and extraordinary Income - -
Exceptional and extraordinary Expense - -
Profit/(loss) for year before tax 73914268.71 56826142.82
TAX Expenses 18921831.00 16437994.71
Profit After Tax 54992437.71 40388148.11

COMPANY'S PERFORMANCE:

During the year under review the company's net turnover stood at Rs. 742061517.57/-while Profit after tax was Rs. 54992437.71/- Your Directors are continuously looking foravenues for future growth of the company.

Initially the management thought that COVID-19 impacts the operations of the Company.However management managed to maintain the operations of the Company.

DIVIDEND:

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

TRANSFER TO RESERVES:

The company has not transferred any amount to General Reserve.

DEPOSITS:

The Company has not accepted any deposits from the general public and as such noamount on account of principal or interest on deposits from public was outstanding as onthe date of the balance sheet. Further that the Company has not accepted any deposits incontravention of the provisions of the Chapter-V of the Companies Act 2013 and rules madethere under.

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.

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 2021is annexed herewith as Annexure I tothis report. For the excess of the said return the members may also visit the Company'swebsite i.e. www.prolifeindustries.in.

NO. OF BOARD MEETINGS:

During the financial year 2020-21 five board meetings of the Board of Directors of thecompany were held on30.06.2020 02.09.2020 10.11.2020 27.01.2021 and 05.03.2021 Pursuantto Section 173(1) of The Companies Act 2013 there was no gap for more than one hundredand twenty days between two consecutive board meetings.

AUDIT COMMITTEE:

As per the Provisions of the section 177 of the Companies Act 2013 read with rule (6)of the Companies (Meetings of Board and its Powers) Rules 2014 the constitution of theAudit Committee of the Board of Directors are as follows.

Sr. No Board of Director Designation Nature of Directorship
1 Mr. Dharmendra Pushkarna Chairperson Non-Executive and Independent director
2 Mr. Arun Sehgal Member Non-Executive and Independent director
3 Mrs. Anureet Kaur Jolly Member Non-Executive and Non Independent director

During the year under review five meetings of Audit Committee were held on 30.06.202002.09.2020 10.11.2020 27.01.2021 and 05.03.2021.

NOMINATION AND REMUNERATION COMMITTEE:

As per the Provisions of the section 178 of the Companies Act 2013 read with rule (6)of the Companies (Meetings of Board and its Powers) Rules 2014 the constitution of theAudit Committee of the Board of Directors are as follows.

Sr. No Board of Director Designation Nature of Directorship
1 Mrs. Anureet Kaur Jolly Chairperson Non-Executive and Non Independent director
2 Mr. Dharmendra Pushkarna Member Non-Executive and Independent director
3 Mr. Arun Sehgal Member Non-Executive and Independent director

During the year under review five meetings of Nomination and Remuneration Committeewere held on 30.06.2020 02.09.2020 10.11.2020 27.01.2021 and 05.03.2021.

STAKEHOLDER RELATIONSHIP COMMITTEE:

As per the Provisions of the section 178 of the Companies Act 2013 the constitution ofthe Audit Committee of the Board of Directors are as follows..

Sr. No Board of Director Designation Nature of Directorship
1 Mrs. Anureet Kaur Jolly Chairperson Non-Executive and Non Independent director
2 Mr. Dharmendra Pushkarna Member Non-Executive and Independent director
3 Mr. Arun Sehgal Member Non-Executive and Independent director

During the year under review five meetings of Stakeholder Relationship Committee wereheld on 30.06.2020 02.09.2020 10.11.2020 27.01.2021 and 05.03.2021.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

As per the Provisions of the Section 135 of the Companies Act 2013 the Constitutionof the CSR Committee of the Board of Directors are as follows:

Sr. No Board of Director Designation Nature of Directorship
1 Mr. Manindersingh S Jolly Chairperson Managing Director
2 Mr. Karan M Jolly Member Director
3 Mr. Arun Sehgal Member Non-Executive and Independent director

CORPORATE SOCIAL RESONSIBILITY:

During the year under review the Provision of the Section 135 of the Companies Act2013 became applicable to the Company. Accordingly the company has constituted the CSRCommittee of the Board of Directors of the Company and adopted the CSR Policy. Based onthe Calculations as provided in the Section the amount of Rs. 706555/- is required tobe spent for the CSR project for the F.Y. 2020-21. The Company has spent all the requiredCSR amount of Rs. 706555/- during the year. Hence for F.Y. 2020-21 no amount ispending to be spent on CSR Project.

Amount unspent (in Rs.)

Total amount spent for the Financial Year (in Rs.) Total Amount transferred to Unspent CSR Account as per Section 135(6).

Amount transferred to any fund specified under Schedule VII as per second proviso to Section 135(5)

704555/- NIL NIL NIL NIL NIL

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. Mr. Manindersingh Satnamsingh Jolly ManagingDirector of the Company died on 26th April 2021 and ceased as a Chairman andManaging Director of the Company. The Company run by qualified management hence the boardis of the opinion that his demise would not affect the business operations of the Company.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year under review the Company doesn't have any Subsidiaries Joint Venturesand Associate Company and none of the companies has become or ceased to be Company'ssubsidiaries 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 the Company doesn'thave any Subsidiaries Joint Ventures and Associate Company therefore Report on theperformance and financial position of each of the subsidiaries associates and jointventure companies is not required to be given.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Manindersingh Satnamsingh Jolly [DIN: 00399467] the Chairman and Managing Directorof the Company had died as on 26th April 2021 due to COVID-19. The boardexpressed deep condolence and appreciates his contribution provided to the Board of theCompany

Pursuant to the provisions of Section 152 161 and other applicable provisions ofCompanies Act 2013 Mr. Veljibhai K Patel [DIN: 08697081] who was appointed as anadditional director as on 17th March 2020 has been appointed a Director of theCompany at the Annual General Meeting held on 30thSeptember 2020.

Pursuant to the provisions of section 149 of the Companies Act 2013 Mr. KeshavkumarSingh [DIN: 08389975] who was appointed as an additional Independent director as on 10thNovember 2020. He has also submitted declaration he meets each of the criteria ofindependence as provided in section 149(6) of the Act and there has been no change in thecircumstances which may affect their status as Independent Director during the year. Themanagement has proposed the resolution for his regularization of appointment as anIndependent Director of the Company at the ensuing Annual General Meeting.

Pursuant to the provisions of Section 152 161 and other applicable provisions ofCompanies Act 2013 Mr. Siddharth Raghuvanshi [DIN: 08751718] who was appointed as anadditional director of the company at the Board Meeting held on 10th November2020. The management has proposed the resolution for his regularization of appointment asan Independent Director of the Company at the ensuing Annual General Meeting.

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 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.

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: 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 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 proactive 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.

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. 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 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 themeeting of the independent directors at which the performance of the board itscommittees and individual directors was also discussed. Performance evaluation ofindependent directors was done by the entire board excluding the Independent directorbeing 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 (NSE Emerge).Hence Corporate Governance is notrequired to be prepared by the Company.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaints Committee has been set up to redress complaints receivedregarding sexual harassment all employees (permanent contractual temporary trainees)are covered under this policy. The summary of sexual harassment complaints received anddisposed off during the financial year 2020-21 is as under:

Number of Complaints Received: NIL Number of Complaints Disposed off: NIL.

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. 2020-21. 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 not call forany further comments.

INTERNAL AUDITORS:

In accordance with the provisions of Section 138 of the Act and rules made thereunderthe Board of Directors of the Company has appointed M/s. D.C. Choksi & Co. CharteredAccountants as an Internal Auditor to conduct the Internal Audit of the Company YourCompany has appointed M/s D.C. Choksi & Co. as its Internal Auditor for the F.Y.2020-21. During the year the Company continued to implement their suggestions andrecommendations to improve the control environment. Their scope of work includes review ofprocesses for safeguarding the assets of the Company review of operational efficiencyeffectiveness of systems and processes and assessing the internal control strengths inall areas. Internal Auditors findings are discussed with the process owners and suitablecorrective actions taken as per the directions of Audit Committee on an ongoing basis toimprove efficiency in operations.

STATUTORY AUDITORS:

The Statutory Auditors M/s. Bihari Shah & Co. Chartered Accountants (FirmRegistration Number 119020W) were appointed as Statutory Auditors of the Company at the24th Annual General Meeting of the Company from the conclusion of 24thAnnual General Meeting held on 29th September 2018 till the conclusion ofAnnual General Meeting to be held in the calendar year 2023 for auditing the accounts ofthe company for the financial year 2018-19 to 2022-23.Provision for the ratification ofappointment of Auditors by the members at every Annual General Meeting. Pursuant tonotification issued by the Ministry of Corporate Affairs on 7th May 2018amending section 139 of the Companies Act 2013 and the rules made thereunder themandatory requirement for ratification of appointment of Statutory Auditors by the Membersat every Annual General Meeting (“AGM”) has been omitted.

Accordingly the relevant note of Statutory Auditor's Appointment has been given in theNotes of the Notice of 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: 03.09.2021 (Karan M Jolly)
REGISTERED OFFICE Chairman & Managing Director
213 G.I.D.C. DIN: 06587791
PANOLI ANKLESHWAR- 394116
CIN: L24231GJ1994PLC022613
Email Id: info@prolifeindustries.in

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