Directors Report of Prabhav Industries Ltd.

Mar 31, 2024

Your directors have pleasure in presenting their 29^th Annual Report on the business and operations
of the Company together with its Audited Accounts for the year ended March 31, 2024.

1. FINANCIAL RESULTS:

The highlights of the financial results of the Company for the financial year ended March 31, 2024 are as
under:

(Rs. Tn Lakhs)

Particulars	Year Ended
	31.03.2024	31.03.2023
Gross Sales/Income	18.26	13.34
Depreciation	0.00	0.00
Profit/(Loss) before Tax	(10.48)	1.45
Taxes/ Deferred Taxes	0.00	0.40
Earlier Tax Expenses	5.55	21.38
Profit/(Loss) After Taxes	(16.02)	(20.33)
P& L Balance b/f	9,063.57	9,083.90
Profit/(Loss) carried to Balance Sheet	9,047.54	9,063.57

2. BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR/STATE
OF COMPA- NY’S AFFAIR:

During the year under review the total income was Rs. 18.26 Lakhs as compared to Rs. 13.34 Lakhs
of the previous Year 2022-23. After making all necessary provisions for current year and after taking
into account the current year net profit and total provisions for taxation, the surplus carried to Balance
Sheet is Rs. 9,047.54 Lakhs. The Promoters, Board of Directors and entire management team are
putting their stern effort to achieve targeted turnover in the segment of projects.

3. CHANGE IN THE NATURE OF BUSINESS:

The Company is engaged in the Business of Iron & Steel Products.

4. CHANGE OF REGISTERED OFFICE:

During the year, the Registered Office of the Company has been shifted from 10^th Floor, Titaanium
Business Hub, Surat- Khajod Road, Bhimrad, Surat - 395007 Gujarat, India.” to “Office No. 348,
Massimo Commercial Building, 3^rd Floor, Althan Bhimrad Road, Bhimrad, Surat, Gujarat, 395017,
India with effect from February 10, 2023.

5. CHANGE OF NAME:

During the year the company has not changed its name.

6. FINANCE:

The Company has not borrowed loan from any Bank during the year under review.

7. SHARE CAPITAL:

The paid-up Equity Share Capital as on March 31, 2024 was Rs. 46,08,91,000.

A) Allotment of equity shares pursuant to conversion of convertible warrants:

During the year under review, the Company has not issued any equity/warrant during the year.

B) Issue of equity shares with differential rights:

During the year under review, the Company has not issued any shares with differential voting
rights.

C) Issue of sweat equity shares:

During the year under review, the Company has not issued any sweat equity shares.

D) Issue of employee stock options:

During the year under review, the Company has not issued any employee stock options.

E) Provision of money by company for purchase of its own shares by employees or by trustees
for the benefit of employees:

The Company has no scheme of provision of money for purchase of its own shares by employees
or by trustees for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share
Capital and Debentures) Rules, 2014 are not required to be disclosed.

8. DIVIDEND:

The Board of Director of the company has not recommended dividend for the financial year 2023-24.

9. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company has no subsidiaries, Associates and Joint Venture Companies.

10. DIRECTORS AND KMP:

a) Key Managerial Personnel:

The following are the Key Managerial Personnel of the Company.

Sr. N(	Name of Directors	Designation
1.	Mr. Antony Isabu Esak	Managing Director
2.	Mr. Mohit Yadav	Chief Financial Officer
3.	Ms. Prachi Jain	Company Secretary

b) Director:

The following are the Director of the Company.

Sr. No

Name of Directors

Designation

1.	Mr. Shivsharan Yulidra	Non-Executive-Independern Director
2.	Mr. Akash Suradkar	Non-Executive-Independern Director
3.	Mrs. Geeta Varma	Non-Executive-Independern Director
4.	Mr. Gautam Mohite	Non-Executive-Independern Director
5.	Mr. Pravin Patil	Non-Executive-Independern Director

c) Appointment/Re-appointment:

• Pursuant to the provisions of Section 152 and other applicable provisions if any, of the Companies
Act, 2013, Mr. Mohit Yadav (DIN: 10275554), Executive Director of the Company is liable to
retire by rotation at the forthcoming Annual General Meeting and he is being eligible offers
himself for re-appointment.

d) Changes in Directors and Key Managerial Personnel:

During the year no changes occurred in the Composition of Board Directors due to Appointments
and Resignations of Directors. However, the following were appointed as the KMP of the Company

Mr. Mohit Yadav has been appointed as the Chief Financial Officer of the company with effect
from August 11, 2023.

Ms. Prachi Jain has been appointed as the Company Secretary and the Compliance Officer of the
company with effect from August 08, 2023.

e) Declaration by an Independent Director(s) and reappointment, if any:

All Independent Directors have given declarations that they meet the criteria of independence as
laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have complied with the Code of Conduct for Independent Directors
prescribed in Schedule IV of the Companies Act, 2013 and the Code of conduct formulated by the
Company as hosted on the Company’s Website i.e., www.prabhavind.com

11. ANNUAL RETURN:

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act,
2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of
the draft Annual Return of the Company for the Financial Year ended on 31 March, 2024 in Form
MGT-7 is uploaded on website of the Company and can be accessed at www.prabhavind.com

12. INVESTOR EDUCATION AND PROTECTION FUND (“IEPF”)

A detailed disclosure with regard to the IEPF related activities undertaken by your Company during
the year under review forms part of the Report on Corporate Governance.

13. NUMBER OF MEETINGS OF THE BOARD:

During the year the Board of Directors met Six times (06). The details of the board meetings are
provided in Corporate Governance Report.

29/05/2023

08/08/2023

10/08/2023

05/09/2023

08/11/2023

10/02/2024

14. DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained
by them, your Directors made the following statements in terms of Section 134(3) (c) of the Companies
Act, 2013:

a. That in the preparation of the annual financial statements for the year ended March 31, 2024,
the applicable accounting standards have been followed along with proper explanation relating
to material departures, if any;

b. That such accounting policies have been selected and applied consistently and judgment and
estimates have been made that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for
the year ended on that date;

c. That proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;

d. That the annual financial statements have been prepared on a going concern basis.

e. That proper internal financial controls were in place and that the financial controls were adequate
and were operating effectively;

f. That system to ensure compliance with the provisions of all applicable laws were in place and
were adequate and operating effectively.

15. DETAIL OF FRAUD AS PER AUDITORS REPORT:

There is no fraud in the Company during the Financial Year ended March 31, 2024. This is also
being supported by the report of the auditors of the Company as no fraud has been reported in their
audit report for the financial year ended March 31, 2024.

16. BOARD’S COMMENT ON THE AUDITORS’ REPORT:

There were no qualifications, reservations or adverse remarks made by Auditors in their respective
reports. Observation made by the Statutory Auditors in their Report are self-explanatory and
therefore, do not call for any further comments under section 134(3)(f) of the Companies Act, 2013.

17. AUDITORS:

A. Statutory Auditors:

In terms of Section 139 of the Companies Act, 2013 (“the Act”), and the Companies (Audit
and Auditors) Rules, 2014, made thereunder, the present Statutory Auditors of the Company
M/s. Mohandas & Co., Chartered Accountants, Mumbai, has been re-appointed. confirmed and
ratified as the Statutory Auditors of the Company, for the term of 5 years from the conclusion
of this 29^th Annual General Meeting until the conclusion of the 34^th Annual General Meeting
to be held in the year 2029 on such remuneration plus applicable taxes, and out of pocket
expenses, as may be recommended by the Audit Committee and as may be mutually agreed
between the Board of Directors of the Company and the Statutory Auditors from time to time."

The Company has received a certificate from the Auditor that, he is not disqualified for re¬
appointment within the meaning of Section 141 of the Companies Act, 2013 and his
appointment, if made would be within the limits specified in Section 139 of the said Act.

Necessary Resolution for ratification of appointment of said Auditor is included in the Notice
of AGM for seeking approvals of the Members.

Auditors Report:

The observations and comments furnished by the Auditors in their report read together with
the notes to Accounts are self-explanatory and hence do not call for any further comments
under Section 134 of the Companies Act, 2013.

B. Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed Mr. Chirag Jain, Practicing Company Secretary, to undertake the Secretarial Audit
of the Company. The Secretarial Audit Report is annexed herewith and forms part of the
Annual Report. The Secretarial Audit Report is annexed herewith as “Annexure -A”.

Reply for qualification Remark in Secretarial Audit Report:

I. The Company has not published notice of meeting of the board of directors where financial
results shall be discussed and financial results, as required under Regulation 47 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

Even though the Company has not published any notice/results in the newspapers, the same has
been uploaded with BSE Limited within prescribed time and available for verification in public
domain and hence logic of the law has been complied with. The Company has taken serious note
of the same and is committed to comply with the Regulations in the coming year.

II. The Company did not have Company Secretary during the year. However, the Company has
appointed Ms. Prachi Jain Company secretary and compliance officer 08.08.2023.

The Company was in search of good candidate of qualified Company Secretary and The
Company has taken serious note of the same and committed to comply with the Regulations in
the coming year. On 08.08.2023, the Company finalized the candidate and appointed
Ms. Prachi Jain as a Company Secretary and compliance officer.

III. The Company has not paid Annual Listing Fees for the F.Y. 2023-24.

The Company is going through financial crisis and committed to comply with the provisions
relating to payment of listing fees in the coming year.

IV. The Company has not paid various penalties imposed under various regulation by BSE Limited.

Due to lack of expert advise and knowledge, certain compliances have been filed with delay due
to which BSE has imposed fine for such delay. The Company has filed waiver application for
waiver of penalty with BSE. The Company has taken serious note of the same and committed to

comply with the Regulations within prescribed time, in the coming year

V. No Action has been taken by the company related to previous penalty and prosecution notice
issued by various entity either by SEBI or by Stock Exchange, Management will responsible for
True and Correctness of compliances and all matters, I am providing our Opinion on “as is where
is Basis; subject to such information provided by management and its representative. We are
unable to give our view on verification and examination of physically maintained proper book
of records and other related, Documents and evidences of various meetings and attendance and
other matters.

The Company is in process of taking legal opinion for further action in the matter and to comply
with the Regulations within prescribed time, in the coming year.

VI. The company has not filed form DIR-12 for the director Pravin Luka Patil and Akash Samadhan
Suradkar on the MCA Portal during review.

Due to pendency of filing of INC-22A, it could not be filed. However, the Company has taken
serious note of this non-compliance and committed to comply with the same in coming year.

VII. BSE Vide Its Notice Dated 03/08/2023 Directed That Securities of The Company to Be Placed
Under "Stage 3" Of GSM Framework In Accordance With Exchange Notice Dated 29/10/2018
With Effect From 04/08/2023 as the company did not adhere to SEBI Laws/Regulations.

Since it is market driven matter, we cannot comment over this observation.

18. TRANSFER TO RESERVES:

Out of the profits available for appropriation, no amount has been transferred to the General
Reserve.

19. DEPOSITS:

The Company has not accepted or renewed any deposits during the year. There are no outstanding
and overdue deposits as at March 31, 2024.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of
the Companies Act, 2013 are given in the notes to the Financial Statements.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The company has not entered into any contracts or arrangements with related party during the year
under review.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS:

There are no significant material orders passed by the Regulators /Courts which would impact the
going concern status of the Company and its future operations.

23. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no proceedings that were filed by the Company or against
the Company, which are pending (except the previous years which was already disclosed) under the
Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or
other Courts.

24. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND
FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans from the Bank or
Financial Institutions

25. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its
own performance, the directors individually as well as the evaluation of the working of its Audit,
Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has
been carried out has been explained in the Corporate Governance Report.

26. CORPORATE SOCIAL RESPONSIBILITY:

In terms of the provisions of Section 135 of the Act and Rule 9 of the Companies (Accounts) Rules,
2014, the Company has not required to formulate and implement any Corporate Social Responsibility
Initiatives as the said provisions are not applicable to the Company during the year under review.

27. BUSINESS RISK MANAGEMENT:

The Company has laid down a Risk Management Policy and identified threat of such events which
if occurs will adversely affect either / or, value to shareholders, ability of company to achieve
objectives, ability to implement business strategies, the manner in which the company operates and
reputation as “Risks”. Further such Risks are categorized in to Strategic Risks, Operating Risks &
Regulatory Risks. A detailed exercise is carried out to identify, evaluate, manage and monitoring all
the three types of risks.

28. INTERNAL CONTROL SYSTEMS AND THETR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of
its operations. During the year under review, the company retained external audit firm to review its
existing internal control system with a view of tighten the same and introduce system of self¬
certification by all the process owners to ensure that internal controls over all the key business
processes are operative. The scope and authority of the Internal Audit (IA) function is defined in the
Internal Audit Charter.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control
system in the Company, its compliance with operating systems, accounting procedures and policies
at all locations of the Company and its subsidiaries. Based on the report of internal audit function,
process owners undertake corrective action in their respective areas and thereby strengthen the
controls. Significant audit observations and corrective actions thereon are presented to the Audit
Committee of the Board.

29. DETAILS TN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adequate and proper internal financial controls with reference to the Financial
Statements during the year under review.

30. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud
and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate
Governance Report and also posted on the website of the Company.

31. EMPLOYEE RELATIONS:

Employee relations throughout the Company were harmonious. The Board wishes to place on record
its sincere appreciation of the devoted efforts of all employees in advancing the Company’s vision
and strategy to deliver good performance.

32. NOMINATION & REMUNERATION POLICY OF THE COMPANY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a
policy for selection and appointment of Directors, Senior Management and their remuneration. The
Remuneration Policy is stated in the Corporate Governance Report and is also available on the
Company’s website at www.prabhavind.com.

33. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION &
ANALYSIS REPORT:

The Company has been proactive in the following principles and practices of good corporate
governance. A report in line with the requirements of Regulation 27(2) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 the report on Management Discussion and Analysis
and the Corporate Governance practices followed by the Company and the Auditors Certificate on
Compliance of mandatory requirements are given as an “Annexure B & C” respectively to this
report.

Your Company is committed to the tenets of good Corporate Governance and has taken adequate
steps to ensure that the requirements of Corporate Governance as laid down in Regulation 27(2) of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with.

As per 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the
Stock Exchanges, the Corporate Governance Report, Management Discussion and Analysis and the
Auditor’s Certificate regarding compliance of conditions of Corporate Governance are attached
separately and form part of the Annual Report.

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:

During the year conservation of energy, technology absorption and foreign exchange earnings and
outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the
Companies (Accounts) Rules, 2014, is nil.

35. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF
THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments, affecting the financial position of the Company
which has occurred between the end of financial year as on 31st March, 2024 and the date of
Director’s Report except for the following:

• BSE vide its notice dated 03/08/2023 directed that securities of the company to be placed
under "Stage 3" Of GSM framework in accordance with exchange notice dated 29/10/2018
with effect from 04/08/2023 as the company did not adhere to laws/regulations of SEBI.

• No action has been taken by the company related to previous penalty and prosecution notices
issued by various entity either by SEBI or by Stock Exchange.

36. PARTICULARS OF EMPLOYEES:

The table containing the names and other particulars of employees in accordance with the provisions
of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is provided as “Annexure- D” to the
Board’s report.

None of the employees of the Company drew remuneration of Rs.1,02,00,000/- or more per annum
and Rs.8,50,000/- or more per month during the year. No employee was in receipt of remuneration
during the year or part thereof which, in the aggregate, at a rate which is in excess of the remuneration
drawn by the managing director or whole-time director or manager and holds by himself or along
with his spouse and dependent children, not less than two percent of the equity shares of the
company. Hence, no information is required to be furnished as required under Rule, 5(2) and 5(3) of
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

37. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy
against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

During the financial year 2023-24, the company has not received any complaints on sexual
harassment and hence no complaints remain pending as of March 31, 2024.

38. SECRETARIAL STANDARDS:

The Directors State that applicable Secretarial Standards - 1, 2, 3 and 4 issued by the Institute of
Company secretaries of India relating to ‘Meetings of the Board of Directors’ and General Meetings’
and ‘Report of the Board of Directors’ respectively, have been duly followed by the Company.

39. ACKNOWLEDGMENT:

Your Directors acknowledge thanks ton to the various Central and State Government Departments,
Organizations and Agencies for the continued help and co-operation extended by them. The
Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members,

dealers, vendors, banks and other business partners for the excellent support received from them
during the year. The Directors place on record their sincere appreciation to all employees of the
Company for their unstinted commitment and continued contribution to the Company.

Date: 05/09/2024 By Order of the Board of Directors

Place: Surat For Prabhav Industries Limited

Registered Office: Sd/- Sd/-

Office No. 348, Massimo Antony Esak ShivsharanYulidra

Commercial Building, 3^rd Floor, Managing Director

Althan Bhimrad Road, Bhimrad, Director DIN: 06945632

Surat, Gujarat, 395017, India DIN: 06837547

CIN: L45200GJ1995PLC028373

Email: [e-mail]

Website: www.prabhavind.com

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Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the Report on the business and operations of the Company together with the Audited Accounts for the year ended 31st March, 2014.

1. FINANCIAL RESULTS: (Amt. in Rupees)

Year Ended Year Ended Particulars March 31, 2014 March 31, 2013

Turnover 19,85,91,743.70 42,80,01,884.00

Other Income 46,85,096.81 3,63,36,805.00

Expenditure 25,51,72,026.98 46,30,83,301.00

Profit(Loss) Before Taxes (5,19,75,367.86) 12,55,388.00

Provision for Taxes

Current Tax NIL 2,39,200.00

Deferred Tax NIL 4,30,550.00

Profit after Tax available for (5,19,75,367.86) 5,85,638.00 appropriation

Dividend NIL NIL

Balance carried forward to Balance (5,19,75,367.86) 5,85,638.00 Sheet

2. DEPOSITS:

The Company has not accepted any deposit from Public. Therefore provisions of section 58(A) of Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975 are not applicable to the Company.

3. DIVIDENDS:

In the view of long run interest of the company, your Directors do not recommend any dividend.

4. INSURANCE:

Movable and fixed Assets are adequately insured.

5. CORPORATE GOVERNANCE:

The Company has been following the principles and practices of good Corporate Governance and has ensured compliance of the requirements stipulated under Clause - 49 of the Listing Agreement with the Stock Exchanges.

A detailed report on Corporate Governance along with Certificate issued by Practicing Chartered Accountants in terms of Clause - 49 of the Listing Agreement is attached which forms part of this Report.

6. MANAGEMENT DISCUSSION AND ANALYSIS:

A report on Management Discussion and Analysis forms part of this Report and it deals with the Business, Operations and Financial Performance etc.

7. PARTICULARS OF EMPLOYEES:

The company did not employ anybody drawing remuneration of Rs.60, 00,000/-or more per annum or Rs.5, 00,000/- or more per month and hence the question of providing information under section 217(2A) of the companies Act, 1956 does not arise.

8. DIRECTORS:

Mr. Chandrakant Gaikwad, Directors will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. Your Directors recommend their reappointments for your approval.

Mrs.Ami Jigar Motta, Mr. Nilesh Shivram Mistry and Mr. Ketan Babubhai Patel are being proposed to be re-appointed as Independent Directors in terms of the applicable provisions of the Companies Act, 2013. The Board recommends their re-appointment.

9. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING/OUTGO:

Information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is provided separately as an annexure to the Director''s Report.

10. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provision of Sub-Section (2AA) of section 217 of the companies Act, 1956 your directors confirm:

I. That in the preparation of the annual accounts for year ended on31st March, 2014, the applicable accounting standards had been followed with no departures there from;

II. That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on 31st March, 2014 and of the loss of the Company for that period;

III. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;

IV. That the Directors had prepared the annual accounts for the year ended on 31st March, 2014 on a going concern basis.

11. AUDITORS:

M/s. Sheetal Samriya & Associates, Chartered Accountants the present Auditors of the Company have furnished a certificate regarding their eligibility for re- appointment. You are requested to appoint auditors of the company and fix their remuneration.

12. AUDITORS REPORT:

There are no qualifications or adverse remarks in the Auditors'' Report which requires any clarifications / explanations. The notes to accounts forming part of the financial statements are self explanatory.

13. ACKNOWLEDGEMENT:

The Board wishes to thank the Employees, Business partners, Bankers, Clients and shareholders, for their continued support and for faith they have respond in the Company.

For, Prabhav Industries Limited

Date: 30/05/2014 SD/- Place: Vadodara Jayesh R. Thakkar Chairman

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Mar 31, 2011

To The Members of PRABHAV INDUSTRIES LIMITED

The Directors are pleased to present the Annual Report of your Company Along with the Audited Financial Statements for the year ended 31st March, 2011.

FINANCIAL RESULTS:

Key aspects of your Company's financial performance for the year 2010- 11 are tabulated below:

Particulars As on As on 31st March 2011 31st March 2010 (Amount in Rs) (Amount in Rs) Income 84,11,40,587 2,95,35,648

Expenses 83,16,32,020 2,80,56,135

Net Profit before Depreciation and Tax 95,08,567 14,79,512

Depreciation 56,52,475 4,73,387

Net Profit before Tax 38,56,092 10,06,126

Provision for Taxation 21,19,400 93,089

Net Profit after Tax 17,36,692 9,13,037

Earnings Per Share 0.04 0.02

OPERATIONAL REVIEW:

After witnessing a worldwide downturn in all spheres of business including in the steel industry in second half of 2008-09, your company remained focused on its fundamentals including expansion plans. It was only the result of the concerted and collective action undertaken by your Company's Management that your Company could achieve such an handsome growth in revenues during the year under review.

The revenues of the Company improved significantly across its businesses with an upshot in the gross revenue to Rs. 84,11,40,587 as compared to Rs. 2,95,35,648 in the preceding year, thus registering an impressive growth of about 28 times.

Further it has always been your Company's endeavor to continually uphold the interest of its stakeholders and this can be reflected from the increase in the bottom line and the earnings per

share of your Company. The Bottom line of your Company recorded an increase of about 90% as compared to the preceding year. Further the Earnings per share of your Company's Shares have doubled as compared to the preceding year, thus resulting in the overall accumulation of the Shareholders wealth.

The Directors of your Company are Optimistic towards the future plans of the Company and are confident of achieving higher margins in the years to come.

FUTURE OUTLOOK:

Your Company functions in two business segments namely, Manufacturing of Steel Products i.e. M.S. Ingot from M.S. Scrap and Trading in upstream as well as downstream metal products.

The existing business segments enable your company to hedge as well as capitalize on volatility in the raw material prices. The trading division has facilitated us to maintain our profitability in this strenuous phase of uncertainty and anxiety.

In the course of balancing the existing business activity your company has acquired deep insight of commodities and capital markets and thus the Board of Directors considers it desirable to bank on its expertise and commence the Investment Business along with the main objects of the Company.

The core activities of the Investment division shall include acquiring and dealing in various financial securities such as shares, debentures, bonds, obligations, securities issued by various Private as well as statutory authorities.

The aforesaid resolution along with the necessary explanatory statement, for commencing the Investment Business is proposed in the Notice of this Annual General Meeting and the said notice forms the part of this Annual Report.

We commend the resolution for your approval.

DIVIDEND:

After considering the financial results for the financial year, your Directors are of the opinion that it is prudent that no dividend be declared for the year under review so that the profits earned in the financial year can be ploughed back and utilized towards various growth and other expansion plans.

AUDIT COMMITTEE:

The Company has duly constituted its Audit Committee pursuant to the provisions of Section 292A of the Companies Act, 1956 & Clause 49 of the Listing Agreement.

Presently the Audit Committee of your Company comprises of Mr. Chirag Gada, Non-Executive Independent Director as Chairman of the Committee, Mr. Ketan Patel, Non-Executive Independent Director and Mr. Jayesh Thakkar, Managing Director as the Members of the Committee.

Hence the Company has maintained the requisite combination of Independent & Non-Independent Directors in the Composition of the Audit Committee.

It is further stated that the Board of Directors of the Company have accepted all the recommendations of the Audit Committee.

SECRETARIAL AUDIT REPORT:

As a measure of Good Corporate Governance practice, the Board of Directors of the Company has obtained a Certificate from Practicing Company Secretary on the basis of Secretarial Audit of the Company. This is to certify that the Company has complied with all the applicable provisions of the Companies Act, 1956, Depositories Act, 1996, Listing Agreements with the Stock Exchanges, Securities Contracts (Regulation) Act, 1956 and all the Regulations and Guidelines of SEBI as applicable to the Company, including the Securities and Exchange Board (Substantial Acquisition of Shares and Takeover) Regulations, 1997 and the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992.

ACCEPTANCE OF FIXED DEPOSITS:

The Company has not accepted any fixed deposits from general public within the purview of Section 58A, of the Companies Act, 1956, during the year under review.

CHANGES IN COMPOSITION BOARD OF DIRECTORS:

Directors Retiring by Rotation

In accordance with the provisions of section 257 the Companies Act, 1956, Mr. Vinod Shinde and Mr. Chirag Gada, Directors of your Company retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The Board wishes to place on record their appreciation for the services rendered by them as the Directors of the Company.

The Proposals regarding the re- appointment of the aforesaid Directors are placed for your approval.

Your Directors commends their appointment for their approval.

None of the Directors, except Mr. Vinod Shinde and Mr. Chirag Gada are interested or concerned in the resolution.

Re- appointment of Additional Directors

The Board of Directors of your Company had appointed Mr. Ketan Patel, Mrs. Ami Motta and Mr. Nilesh Mistry as the additional Directors to hold office till the commencement of the Annual General Meeting.

The Board wishes to place on record their appreciation for the services rendered by them as the Directors of the Company and commends their appointment for your approval.

The notice proposing their candidature as the directors of the Company has been already received by the Company.

None of the Directors, except Mr. Ketan Patel, Mrs. Ami Motta and Mr. Nilesh Mistry are interested or concerned in the aforesaid resolution.

Re - appointment of Managing Directors

Mr. Jayesh Thakkar was appointed as a Managing Director of the Company on 23rd November, 2006 for a period of 5 years. Pursuant to this, his Tenure as a Managing Director shall cease on 22nd November, 2011.

He has played a pivotal role in steering your organization and making it accomplish higher horizons of success. It was only under his leadership that your Company could write its success story and reach the place where it stands today.

Your Company wishes to take on record its appreciation for the valuable services rendered by him and considers it as a pleasure to have his valued association with the Company for another period of 5 years, subject to the approval of the Members.

The relevant resolution proposing his re- appointment has been included in the Notice to the annual report.

Your are requested to accord your consent to his re- appointment.

A brief profile of all the aforesaid Directors is provided under "Schedule A" of this report. DISCLOSURE OF CHANGES IN THE CAPITAL STRUCTURE OF THE COMPANY:

The present Capital structure of the Company comprises of Rs. 46,08,91,000 divided 4,60,89,100 fully paid Equity Shares of Rs. 10/-.

Pursuant to the decisions taken by the Board in their Meeting held on 27th August, 2010 and the Annual General Meeting held on 30th September, 2010, the Board of Directors in their Meeting held on 18th October, 2010 allotted 25,00,000 (Twenty Five Lacs) Convertible Equity Warrants to Cameron Realty Private Limited, an entity forming part of the Promoter and Promoter Group, on a Preferential Basis.

Each Warrant entitles the holder to apply for and be allotted one equity share of the Company of par value of Rs. 10/- each, at a price of Rs. 102/- per Equity Share, at any time within 18 months from the date of allotment of Warrants, i.e., within 17th April, 2012.

During the year under review, the Warrant holder did not exercise the option to convert any of the Warrants held by it into Equity Shares of the Company.

Post Conversion the Paid- up Share Capital of the Company shall stand at Rs. 48,75,91,000 divided into 4,87,59,100 fully paid Equity Shares of Rs. 10/-.

PROCEEDS OF PREFERENTIAL ALLOTMENT:

During the year, your Company allotted 25,00,000 Convertible Equity Warrants to Cameron Realty Private Limited, an entity forming part of the Promoter and Promoter Group, on a Preferential Basis.

The proceeds received towards the subscription of Warrants are being utilized for the purpose of meeting the working capital requirements of the Company

AUDITORS:

The Company's Auditors M/s. N.R. Parikh & Co. retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

Your Company has received confirmation from the Auditors to the effect that their reappointment, if made would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

You are requested to appoint auditors to hold such office from this Annual General Meeting up to the conclusion of next Annual General Meeting and fix their remuneration.

AUDITORS REPORT:

The Statutory Auditors' Report on the Accounts of the Company for the financial year ended 31st March, 2010 does not does not contain any qualification.

Further the observations furnished by the Auditors in their report is self- explanatory and do not call for any further comments.

PARTICULARS OF EMPLOYEES:

During the year under review, no employee of the Company was in receipt of remuneration exceeding the sum prescribed under section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules 1975, hence the requirement for furnishing a separate disclosure does not arise.

CORPORATE GOVERNANCE:

Your Company has documented internal governance policies and put in place a formalized system of Corporate Governance which sets outs the structure, processes and practices of governance within the Company.

A separate section on Corporate Governance forming part of the Annual Report and a certificate from the Statutory Auditor confirming compliance of Corporate Governance norms as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is included in the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY:

Corporate Social Responsibility (CSR) is the responsibility of an organization for the impacts of its decisions and activities on society, the environment and its own prosperity. For any organization, CSR begins by being aware of the impact of its business on society.

Parham's Social Objective is synonymous with Corporate Social Responsibility (CSR). Apart from the business of manufacture of Steel Products, the objective of the company is to conduct business in ways that produce social, environmental and economic benefits to the communities in which it operates.

Further your Company also reaffirms its commitment to contribute towards a clean sustainable environment and continually enhancing its environmental performance as an integral part of its business philosophy and values.

HUMAN RESOURCE MANAGEMENT REVIEW:

Your Company has always believed in the ideology of achieving excellence through investing in people and technology simultaneously and thus it continues to work for the development and realization of best potential of its people. To promote motivational climate and achieve growth, your Company has continued to undertake efforts for optimal utilization of manpower with focus on improvement in their productivity.

Further the efforts were also initiated for promoting better employee participation at all the levels. Thus the HR initiatives undertaken mainly focused on building teams with wider spectrum with reference to skill and knowledge.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors responsibility Statement, it is hereby confirmed that:

In the preparation of the accounts for the Financial Year ended 31st March, 2011; the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and the profit of the Company for the year under review;

The Directors have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

The Directors have prepared the Accounts for the Financial Year ended 31st March, 2011 on a going concern basis.

ENTERPRISE RISK MANAGEMENT:

Enterprise Risk Management (ERM) policy has been framed for identification of key risk areas and formulates appropriate risk mitigation plans for taking corrective action in a time bound manner.

DISCLOSURE OF MATERIAL CHANGES SINCE THE END OF THE FINANCIAL YEAR ENDED 31ST MARCH, 2011

There has not been any material change in the nature of business or operations of the Company since the end of the financial year ended 31st March, 2011 till the date of this Annual Report.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is provided separately as an annexure to the Director's Report.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude for the continued support and patronage rendered by the Government of India, various State Government departments, Financial Institutions, Banks and various stakeholders, such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company's success. The Directors look forward to their continued support in future.

Registered Office: By Order of the Board of Directors

902, Galav Chambers, Sd/-

opp. Sardar Patel Statue,

Sayaji Gunj, Vadodara -390 005 (Jayesh Thakkar)

Chairman and Managing Director

Place: Vadodara

Date: 1st September, 2011.