Directors Report of Prashant India Ltd.

Mar 31, 2025

Your directors have pleasure in presenting their 42^nd Annual Report along with the
Standalone Audited Statement of accounts for the year ended on 31^st March, 2025 and
Auditors Report thereon.

ElMMClALRESUilS

The Standalone Financial Results for the year ended 31st March, 2025 are as under:

fAmount Rs. in Thousands'')

PARTICULARS	Current year	Previous year
	31/03/2025	31/03/2024
Income from Operations	1144.880	2996.200
Other income	1883.846	1347.141
TOTAL INCOME	3028.727	4343.341
Less : Total Expenditure before Int., Depreciation & Tax	4173.81	6794.232
Profit/fLoss) before Int., Depreciation & Tax	f 1145.083)	f2450.891)
Less : Interest	11.485	2.104
Profit/fLoss) before Depreciation	f-1156.568)	f2452.995)
Less : Depreciation	845.769	853.191
Profit/fLoss) before Prior Period Expenses, Exceptional and extraordinary items and Tax	f2002.337)	f3306.186)
Less : exceptional items	0	f277.667)
Profit/fLoss) before extraordinary items and Tax	f2002.337)	f3583.853)
Less: Extraordinary items	0	0
Profit/fLoss) before Tax	f2002.337)	f3583.853)
Less : Provision for Tax	0	0
: Deferred Tax	0	0
: Excess/short provision relating to earlier year Tax	0	0
Profit/fLoss) after Tax	f2002.337)	f3583.853)
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	f2002.337)	f3583.853)
Add: Surplus/Deficit B/F. from Pre. Year	f447195.712)	f443611.859)
Balance Carried to B/s.	f449198.049)	f447195.712)

The Textile division of the Company closed the operation Since July 2023 and Land &
Building as being given on rent.

Wind Power generation unit could not be fully utilized as the power generate could not be
captively consumed as Textile Division was closed.

The Company has to sale out the power generated to DGVCL at predefined rate which is
significantly lower than the billing rate. As a result of all these factors, Company incurred
loss of Rs. 2002.337/- Thousands during the F.Y. 2024-25 ( P.Y. loss was Rs 3583.853
Thousands.)

DISCLOSURES UNDER SECTION 134f31 OF THE COMPANIES ACT. 2013

1. Section 134133(a) EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of
the Companies (Management and Administration) Rules, 2014, as amended, Annual Return in
Form MGT-7 will be/has been placed on Company’s web site and can be accessed at
www.prashantindia.info.The web link for the same is

http://www.prashantindia.info/html/Financialresults/ANR25.pdf.

2. Section H34C33(M NUMBER OF PQARP MEETINGS;

During the Financial Year under review, 10 [Ten] Meeting of the board of directors of the company
was held on following dates to transact the business of company in accordance with the provision
of the Act and rules made there under.

30/05/2024	14/08/2024	27/08/2024	28/09/2024
10/10/2024	14/11/2024	13/01/2025	25/01/2025
13/02/2025	29/03/2025

Particulars of director''s attendance at Board Meetings and Committee Meetings as required under
Secretarial Standard is enclosed at Annexure-I forming part of the Board Reports.

3. Section 134(3)(c) DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(3)(c) read with sectionl34(5) of the Companies Act,
2013 Directors state that:—

a. in the preparation of the annual accounts, for the financial year ended March 31, 2025 the
applicable accounting standards had been followed along with proper explanation relating to
material departures;

b. 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 F.Y. 31^st March, 2025 and of the profit and loss
of the company for that period;

c. 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;

d. the directors had prepared the annual accounts on a going concern basis; and

e. the directors had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively.

f. the directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

4. Section 134f31fcal DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER
SUP-SECTK>N U2) QF SECTION H43 QTHEK THAN THOSE WHICH ARE REPQRTAPLE TO
THE CENTRAL GOVERNMENT;

The Directors state that no fraud by Company has been committed nor any fraud on the Company
by its officers/employees has been noticed during the Financial Year 2024-25.

The Auditors have not reported any fraud by the Company or any fraud on the Company by its
officers/employees to the Audit Committee and to the Board of Director during the Financial Year.

There is no fraud exceeding the limit prescribed and auditor has not filed any report of fraud to
the Central Government under Section 143 (12) of Companies Act, 2013 during the F.Y. 2024-25.

5. Section 134C3)(d) DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received necessary
declaration from each Independent Director confirming that they meet the criteria of
independence as prescribed under Section 149(6) of the Act and SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015.

6. Section 134f31fei COMPANIES POLICY ON DIRECTORS APPOINTMENT. REMUNERATION

AND INDEPENDENCE

As required by Section 178(1), 178(3) Company has constituted Nomination and Remuneration
Committee which formulate the criteria for determining qualification, positive attribute and
independence of a director and has recommended a policy to the Board relating to remuneration
of directors. Key Managerial Personnel and other employees and Board is implementing the same.
The policy is placed on website of the company can be assessed at web link
http://prashantindia.info/html/DDR46.html

7. Section 134f31ffl BOARD COMMENTS OR EXPLANATION ON QUALIFICATION
RESERVATION OR ADVERSE REMARK BY AUDITOR OR PRACTICING COMPANY SECRETARY

(i) The qualifications made by Auditor in their report -

• Material uncertainty related to Going Concern -

Auditor remarks	Board clarification
We draw attention to Note No. 1(b) on Going Concern, which states inter alia that:
a. the Company has incurred net loss after tax of Rs. 20.02 lakhs during the year ending on 31st March, 2025 and has been incurring net losses / cash losses since past several years	Board is of the opinion that various factors like economic position, government policy, market condition of particular industry have impact on Profit & Loss of the Company. However Company is taking all steps for cost reduction to reduce the loss.
b. the accumulated losses of the Company have far exceeded its entire capital plus reserves. Net Worth of the Company has been negative since the year ending on 31st March, 1998.	Company is taking all steps for cost reduction to reduce the loss.
c. the Company’s current liabilities exceeded its current assets by Rs. 3382.01 lakhs as on 31st March, 2025 indicating the state of financial distress and its almost	Company in the process of disposal of Assets and to settle with Creditors there by reducing the current liabilities.

inability in meeting with its financial obligations
d.the company has not provision on account of liabilities and doubtful assets to the extent of Rs.11223.26 lacs.	It is the consistent policy of the company to account for such liability on cash basis and will be accounted only when they crystallize.
e. the operations of Agro division of the company have stood suspended since the year 1998. The Company has sold all the plant and machineries of Agro division as scrap during the financial year 2018-19 and has been in the process of selling land and building of the said Division.	Board is the opinion that sale of assets will help in payment to secured creditors.
f. the operations of Textile Division of the Company are closed since July 2023, due to issues like unavailability of job work, unaffordable pricing, machineries obsolete technology, etc.	The Board has decided to dispose of the land and Assets of Textile Division.
g. there is not full captive consumption of wind power generation by Wind Power division of the Company resulting into partly sale of power to DGVCL at predefined rate, which is significantly lower than the billing rate. Though the Agreement with GETCO for the wheeling of power generated by Wind Power division is valid till 30th Sept, 2025, the Gujarat Renewable Energy Policy, 2023 demands scrapping off of all wind turbines of the Company having completed 25 years of life.	This the government policy that all Wind Power generator having completed 25 years be decommission with immediate effect and Company is following government direction.
h. The Company has entered into an Agreement for the sale with one of Secured Creditor of the Company for sale of factory land and building of Textile Division and execution of sale deed is pending subject to the approval of members in the General Meeting.	This is self-explanatory and no clarification from board is needed.
i. The Company has invited bids / offers for the sale of all its plant & machineries of Textile Division on "as is where is basis" and shall dispose of all its plant & machineries.	This is self-explanatory and no clarification from board is needed.
j. The Company has invited and received bids / offers for the sale of all its plant & machineries of Wind Power Division on "as is where is basis” and has been in the final stage of dispose of all plant & machineries.	This is self-explanatory and no clarification from board is needed.

• Non provision of liabilities -	It is the consistent policy of the company to account
	for such liability on cash basis and will be
	accounted only when they crystallize.

[li)The other remarks made by Auditor in their report under the head Significant accounting
poliries-

Note No. 1. II (a) Regarding non accounting for gratuity, leave encashment and bonus liability
contrary to provision of Companies Act, 2013 and Ind AS-10 issued by ICAI -

It is the consistent policy of the company to account for such liability on cash basis and will be
accounted only when they crystallize.

Note No. 1. II (d) under the head going concern has been clarified.

(iii) SECRETARIAL AUDITORS REMARKS:

Remarks of Secretarial Auditor are self-explanatory and needs no comment by the Board.

8. Section 134(3)te) PARTICULARS QF LOANS. GUARANTEES QR INVESTMENTS

Company is not an Investment Company and has not made investment through any layers of
investment Companies, Section 186(1) of Companies Act, 2013 is not applicable to the Company.

Company has not given any loan to any person or body corporate, given guarantee or provided
security in connection with loan to any body corporate and person nor acquired shares or
security of any other body corporate in excess of limits specified in section 186(2)(c) of
Companies Act, 2013, said provisions are not applicable to the Company.

9. Se.ctmn-13.4(3arh)PMXiCU.LA]^aF-CQ^J.RA.C.lS-Q(LABRAN.GEMEM.IS.-WJI.H-RElAT.6P.
PARTIES

All the related party transaction entered into during the financial year 2024-25 were at an arm’s
length basis and in ordinary course of business, except sale of Land & Building of Textile Division
to M/s Shantilon Poly private Limited. The audit committee has recommended to the Board and
Board has entered into this transaction subject to approval of Members at ensuing Annual
General Meeting.

All transactions with related parties were reviewed and approved by the Audit Committee. Prior
omnibus approval is obtained for related party transactions which are of repetitive nature and
entered in the ordinary course of business and on an arm’s length basis. A statement giving
details of all related party transactions is placed before the Audit Committee on a quarterly basis
for its review. The details of the transactions with related parties are also provided in the
accompanying financial statements.

Disclosures for related party transactions, as required under Section 134(3) (h) read with
section 188 of the Companies Act, 2013 in prescribed Form AOC-2 is annexed as ''Annexure - II’
with this report.

The company has approved policy on Related Party Transaction and policy is placed on website
of the company can be assessed at web link http://prashantindia.info/html/DUR46Jitml .

10. Section 134f3im STATE OF COMPANY’S AFFAIRS:

The company was engaged in Textiles and Wind power generation business during the
F.Y. 2024-25.The revenue of the company during the Financial Year declined to Rs. 3028.727/

- Thousands Compared to previous year revenue of Rs. 4343.341/- Thousands. The Decline in
revenue was mainly due to closure of Textile Division.

Further due to closure of Textile Division Power generated by Wind Power Division was not
captively consumed and Company was required to sold power to DGVCL at pre-determined rate
which was substantially low compared to billing rate.

The useful life of Wind Power generator came to an end and contract with GETCO for wheeling
of Power generated by Wind Power Division has also came to an end. Further GEDA had
informed the Company for decommissioning of operation of Wind Turbine generator which has
completed 25 years of operation. The Company has discontinued operation of Wind Power
Division and is in the process of discarding machineries of the said unit as Scrap.

The company incurred loss of Rs. 2002.337/- Thousands as compared to previous year Loss of
Rs. 3583.853/- Thousands.

11. Section 134f3im TRANSFER TO RESERVES:

Your Directors do not recommend to transfer any amount to reserve as there is a loss.

12. Section 134f31fkl DIVIDEND

Due to loss the directors do not recommend any dividend for the year ended 31^st March
2025 (Previous Year also Nil).

13. Section 13413)11) MATERIAL CHANGES BETWEEN THE PATE OF THE BOARD REPORT
AND END OF FINANCIAL YEAR

There are no material changes & commitments which have occurred after Balance Sheet date
till the date of the report affecting the financial position of the company.

14. CHANGE IN DIRECTORS:

During the year:

Mr. Parth Mahendrakumar Pandya (DIN: 08825905) was appointed as an Independent
Director for a term of three consecutive years, effective from August 27, 2024.

Mr. Prabhudas Mohanbhai Gondalia (DIN: 00014809) was reappointed as Managing Director
and Key Managerial Personnel of the Company for a period of five years, effective from
September 1,2024.

Mr. Harsukhbhai Mohanbhai Gondalia (DIN: 00014805), who retired by rotation, was
reappointed as Director at the said AGM.

Mr. Haribhai Becharbhai Malvia (DIN: 00042683) due to Completion of second term of 5 (five)
years as an Independent Director, ceased to be a Director w.e.f. the close of business hours on
September 28,2024.

There were no other appointments or resignations of Directors or Key Managerial Personnel
during the period.

After the closure of the year:

Mr. Harsukhbhai Mohanbhai Gondalia (DIN: 00014805), Non Executive and Non Independent
Director of the Company resigned as Director w.e.f. the close of business hours on May 29,
2025.

The Board, subject to approval of shareholders, has appointed:

(i) Mr. Hiren Hasmukh Shah (DIN: 11104153) as an Additional Director and Non¬
Executive Independent Director on the Board of the Company to hold office for a term
of 5 (Five) years from May 31, 2025 to May 30, 2030

(ii) Mrs. Nishtha Harivanshi Pamnani (DIN: 10881910) as an Additional Director and Non¬
Executive Independent Director on the Board of the Company to hold for a term of 5
(Five) years from May 31,2025 to May 30, 2030

Further, the Board proposed appointment of Mr. Haribhai Becharbhai Malvia (DIN: 00042683)
as Non-Executive Non Independent Director w.e.f. July 1, 2025 for the approval of by
shareholders at ensuing Annual General Meeting.

The Board recommends their appointment.

15.Seclion.l3.4X3JXnU.C.QJ^S]ERMIIQNJ3E-ENERCLYi-IJ£.CliN.QlQ(LYj.AJ5SQJ&PTlQJ^.EQBJELGN
EXCHANGE AND OUTGO

The relevant particulars are given in prescribed form annexed as ANNEXURE III to this report

16. S&du?lLl3.4£3ifjlJJUSKMAN.A.GE.MEN.''LPQLlCYi

Your Company is exempt from reporting on compliance with the corporate governance
provisions as specified in regulations 17, [17A,] 18,19, 20, 21,22, 23, 24, [24A], 25, 26, [26A,],
27 and clauses (b) to (i)[and (t)] of sub-regulation (2) of regulation 46 and para C, D and E of
Schedule V of SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015.
Company is also exempt under regulation 21 of SEBI (Listing Obligation and Disclosure
requirements) Regulations, 2015 from reporting on risk management.

Your Company do not fall into category of Top 1000 listed entities, determined on the basis of
market capitalization, as at the end of the immediate previous financial year, Company is
exempt from constitution of Risk Management committee, under the provisions of Companies
Act, 2013.

The board is fully aware of Risk Factors and is taking preventive measures wherever required.
Risk Management Policy has been placed on website of the Company.

17. Section 134f31fo) CORPORATE SOCIAL RESPONSIBILITIES fCSRl POLICY:

The Provisions of CSR under section 135 of the Companies Act, 2013, read with Rule 8 of the
Companies (Corporate Social Responsibility Policy) Rules 2014, your company do not fulfill
the threshold limits of Turnover of Rs. 1000 Cr. Or Net Profit of Rs. 5 Cr. and Net Worth of Rs.
500 Cr. Hence are not applicable to your company.

18. Sectiop 134f3)fpl FORMAL ANNUAL EVALUATION

The Nomination and Remuneration Committee (NRC) has defined the evaluation criteria,
procedure and time schedule for the Performance Evaluation process for the Board, its

Committees and Directors. The Nomination and Remuneration Committee (NRC) has also
formulated criteria for determining qualifications, positive attributes and independence of
Directors in terms of Section 178(3) of the Act

The Board has carried out an Annual Evaluation of its own performance and the performance
of individual Directors, as well as evaluation of Committees of the Board, in line with the policy
framed by Nomination and Remuneration Committee (NRC). Annual Evaluation Policy has
been placed on website of the Company.

19. Sgglion_134^£^{a)-QlT.HER.i^.TTERS

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 head Financial Highlights

2. CHANGE IN NATURE OF BUSINESS, IF ANY:

The Textile division of the Company closed the operation Since July 2023 and Land &
Building as being given on rent

Wind Power generation unit could not be fully utilized as the power generate could not be
captively consumed as Textile Division was closed.

There is no any other change in the nature of business carried on by the company compared
to the previous year.

3. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE
INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR.

The Company has appointed Mr. Parth Mahendrakumar Pandya (DIN: 08825905) as an
Independent Director. He is Practicing Company Secretary with extensive experience in
corporate governance, regulatory compliance, and legal advisory for businesses across
various industries, and a strong background in company law, securities regulations, and
secretarial audits, Mr. Parth Mahendrakumar Pandya has been instrumental in guiding
companies through complex legal landscapes, ensuring full compliance with statutory
obligations.

4. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES;

As on March 31, 2025, the Company has no subsidiary, joint venture or associates.

Further during the year there is no Company which became or ceased to be the subsidiary,
joint venture or associates of your Company. Therefore, disclosure under first proviso to
Section 129(3) in prescribed form AOC-1 is not applicable to your company.

5. DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, excepting
Inter corporate loan/ Deposit which are exempt from Deposit under said rules. Required
disclosure is as under:

(a) Accepted during the year; Nil

(b) remained unpaid or unclaimed as at the end of the year; Nil

(c) There has been no default in repayment of deposits or payment of interest thereon
during the year. In case of default, number of such cases and the total amount involved-

(i) At the beginning of the year; Nil

(ii) Maximum during the year; Nil

(iii) at the end of the year; Nil

6. THE DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE
REQUIREMENTS OF CHAPTER V OF THE ACT;

Company has not accepted any deposits which are not in compliance with the requirements
of chapter v of the Act.

7. ANY SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR
TRIBUNALS;

No material order has been passed by Regulators, Courts or Tribunals against the company
during the financial year 2024-25, impacting the going concern status and companies
operations in future.

8. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial
transactions. During the year, such controls were tested and no reportable material
weaknesses in the design or operation were observed. The report of auditors on Internal
Financial Control is attached with Audit Report.

9. DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS:

The Company do not satisfy the criteria of threshold limits specified for maintenance of cost
records/cost audit as specified by the Central Government under sub-section [1) of Section 148
of the Companies Act, 2013, the said provisions are not applicable to Company.

10. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has adopted a policy on prevention, prohibition and redressal of sexual
harassment at the workplace in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made there under.
Your Company is not required to constitute an Internal Complaints Committee across its
commercial offices and manufacturing sites as number of employees is less than 10.

Details required to be disclosed under the provision of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act 2013, are as under:

C.Y. P.Y.

No. of Complaints pending for disposal at the beginning - NIL NIL

No. of Complaints received during the financial year NIL NIL.

No. of complaints disposed off during the financial year NIL NIL.

No. of complaints pending for disposal at the end of financial year NIL NIL.

11. DISCLOSURE UNDER RULE 8, SUB RULE 5 CLAUSE XI PROCEEDING UNDER IBC

In the opinion of, and to the best of Knowledge of Board of Directors of Company, the Company
has not filled any application under the Insolvency and Bankruptcy Code, 2016 during the year

nor any proceedings against the Company is pending under the Insolvency and Bankruptcy
Code, 2016, as at the end of Financial Year 2024-25.

12. DISCLOSURE UNDER RULE 8, SUB RULE 5 CLAUSE XII VALUATION DIFFRENCE
SETTELMENT

Your Company has not entered into one time settlement with Banks or Financial Institutions
during the Financial Year hence the details of difference between the amount of the valuation
done at the time of one time settlement and the valuation done while taking loan from the
Banks or Financial Institutions is not applicable.

13. 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
details is annexed as ANNEXUREIV and V to this report.

b. None of the employee was in receipt of remuneration exceeding the limit as stated in
rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.

c. The company has no employees (not being directors or their relatives) who are posted
and working outside India drawing remuneration of more than Rs. 60 lacs p.a or Rs. 5
lacs p.m during the financial year.

SEC 131 VOLUNTARY REVISION OF FINANCIAL STATEMENT OR BOARD REPORT

The Company has not revised the Financial Statement or Board Report for three preceding financial
years.

DISCLOSURES UNDER RULE 3M1 OF THE COMPANIES fACCOHNTSl RULES. 2014 OF THE
COMPANIES ACT, 2013 QN AUDIT TRAIL

The company has used accounting software for maintaining its books of accounts for the financial year
ended 31^st March, 2025 which has a feature of recording audit trails (edit log) facility and the same has
operated throughout the Financial Year for all the relevant transactions recorded in the software.
There was no instance of audit trail feature being tampered with during the financial year. As proviso
to Rule 3(1) of the Companies (Accounts) Rules, 2014 Company has Complied with statutory
requirement for record retention.

DISCLOSURE UNDER MICRO SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT. 2006
Company has no outstanding dues for more than 45 days as on financial year end date to MSME.

PJ&QUAUFICAT1QNQFPJRE.C.T.Q-RS

Pursuant to provisions of Section 164(2) (b) and Section 167 of the Companies Act 2013 the company
has received a declaration from directors that none of them are disqualified to 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 Governance Report
attached with this report.

b. Nomination and Remuneration Committee

Information about Nomination and Remuneration Committee is provided under the head
Corporate Governance Report attached with this report.

c. Stakeholders and Investor Grievance Committee

Information about Stakeholders and Investor Grievance Committee is provided under the head
Corporate Governance Report attached with this report.

d. Vigil Mechanism committee

The Company has framed vigil mechanism in terms of The Companies Act, 2013 and the same
may be accessed on the Company''s website. Further, every employee of the Company can
directly report to the Chairman of the Audit Committee when she / he becomes aware of any
actual or possible violation of the Code or an event of misconduct, act of misdemeanor or act
not in the Company’s interest.

Details of members of each committee has been placed on website of the company and can be
assessed at web page link http://prashantindia.info/html/DUR46.html.

CHANGES IN SHARE CAPITAL. IF ANY;

Your Company has not issued any kind of Shares during the financial year ended on 31^sl March, 2025.
There is no change in authorized, issued, subscribed and paid up share capital of the company during
the financial year ended on 31^st March, 2025.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

Pursuant to Rule 4(4) of Companies (Share Capital and Debentures) Rules 2014 The Company 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 Company has not
issued sweat Equity shares during the Financial Year 2024-25.

DISCLOSURE UNDER SECTION 62C1MM REGARDING ISSUE QF EMPLOYEE STOCK OPTION AND

EMPLOYEES STOCK PURCHASE SCHEMES;

As per Section 62(l)(b) of the Companies Act 2013 read with Rule 12 of Companies (Share Capital and
Debentures) Rules 2014, the Company has not issued Employee Stock Options during the Financial
Year 2023-24.Therefore disclosure of particulars as required under Rule 11(9) of Companies (Share
Capital and Debentures) Rules 2014 is not applicable.

BUY-BACK OF SHARES

The company has not purchased its own shares during the financial year therefore details required to
be disclosed as per Rule 16 of Companies ( Share Capital and Debentures ) Rules 2014 is not applicable.

REDEMPTION QFJPJUEFERENflE-SMRESAND-.DEBENTURES

Pursuant to Section 164(2) and 167(1) and Schedule V Part 2 of Companies Act 2013 company has not
issued any preference shares or debentures and there is no redemption of any preference shares or
debentures during the F.Y. 2024-25.

INVESTOR EDUCATION PROTECTION FUND:

As on 31/03/2025 there is no outstanding amount of unpaid or unclaimed dividend. Hence no amount
nor any shares are required to be transferred to IEPF during the F.Y. 2024-25.

DISCLOSURE iiNDERi>ECTJQN-13SL31C.QNEQLlDA.TED.EJNAN.ClAL.S.TAXEMENT

Since your Company has no subsidiary, associate or joint ventures companies, provisions of
consolidated financial statements under section 129(3) and disclosure in form 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 small shareholders as
provided in section 151 of the Companies Act, 2013.

AUDITORS:

At the 39^th Annual General Meeting held on 15^th September, 2022, M/s. Gheewala & Co., Chartered
Accountants (FRN: 115746W), Surat were appointed as the Statutory Auditors of the Company for a
second term to hold office till the conclusion of the 44^th Annual General Meeting to be held in the year
2027.

Subsequently, M/s. Gheewala & Co., Chartered Accountants, tendered their resignation with effect
from 12/11/2024, resulting in a casual vacancy in the office of Statutory Auditors of the Company. In
accordance with the provisions of Section 139(8) of the Companies Act, 2013, the said casual vacancy
was Filled by the appointment of M/s. Soni Jhawar & Co., Chartered Accountants (FRN: 110386W),
Surat, by the members of the Company at the Extraordinary General Meeting held on February 10,
2025, to hold office from the conclusion of that meeting until the conclusion of the ensuing Annual
General Meeting. Hence, their term as Statutory Auditors expires at ensuing Annual General Meeting.

Based on the recommendations made by the Audit Committee of the Company and subject to approval
of the Members of the Company at the ensuing 42^nd Annual General Meeting, recommended
appointment of M/s. Ashish Bhoola & Co., Chartered Accountants (Firm Registration No.: 120609W
and Peer Review Certificate No.: 020102 valid till 29/02/2028) as the Statutory Auditors of the
Company for a term of Five Years to hold office until the conclusion of the Annual General Meeting to
be held in the year 2030.

Company has received certificate from the statutory auditor to the effect that they are not disqualified
as laid down in Section 141 of Companies Act, 2013.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed
J1TENDRA RAMANLAL BHAGAT, Company Secretary in Practice to hold the office of the Secretarial
Auditors and to conduct the Secretarial Audit. The Secretarial Audit Report for the financial year ended
March 31, 2025, in prescribed form MR 3 is annexed as ‘Annexure - VI’ to this report.

Annual Secretarial Compliance report as per Regulation 24A (2) of SEBI (LODR) Regulation, 2015 is
not applicable to the Company hence appointment of Secretarial Auditor at AGM is not applicable to
the Company.

INTERNAL AUDITOR;

Company has introduced Internal Financial Control System which ensures proper Internal Audit of
Financial Transactions.

M/s Devendra Gheewala & Co., Chartered Accountants (FRN: 115563W), Surat resigned from the office
of Internal Auditor of the Company w.e.f, October 23, 2024 and Mr. Jagdish V. Rana, Tax Consultant
Appointed as an Internal Auditor of the Company w.e.f. January 25, 2025.

COMPLIANCE WITH SECRETARIAL STANDARDS ISSUED BY ICSI

The Company has complied with Secretarial Standards 1, relating to Board Meetings and Secretarial
Standard 2 related to General Meeting respectively.

Secretarial Standard 3 issued by the Institute of Company Secretaries of India on declaration and
payment of Dividend is not applicable as Company has not declared any dividend during the year.

Company has not failed to complete or implement any corporate action within the specified time limit
nor has cancelled corporate action announced by the company during the financial year.

DISCLOSURES AS PER ITEM lOfll OF PART C OF SCHEDULE V OF THE SECURITIES EXCHANGE
BOARD OF INDIA fUSTING OBLIGATIONS AND DISCLOSURE REQUIREMENT! REGULATIONS.
2015.

No disqualification of directors certificate from company secretary in practice for the financial year
ended March 31,2024, is annexed as ‘Annexure VII ’ to this report

DISCLOSURES UNDER LISTING AGREEMENT AND SEBI (LQPR) REGULATIONS, 2Q15 CLAUSE 32

mm

I. Shares of the company are not delisted

II. Stock Exchange has not suspended securities of the company from trading during the
financial year

III. Equity Shares of the company are listed on Bombay Stock Exchange. The company has also
paid listing fees for FY 2025-26 to the Stock Exchange.

PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS

The company has system of performance evaluation of independent directors as per norms laid down
by Nomination and Remuneration Committee such norms for evaluation of performance of
Independent Directors has been placed on website of the company www.prashantindia.info.

REMUNERATION POLICY FOR DIRECTORS. KMP AND OTHER EMPLOYEES

Relevant particular are given under the head corporate governance report attached with this report.
Remuneration policy for directors, KMP and other employees has been placed on Company website

www.prashantindia.info.

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

The familiarization program for independent directors was conducted by the Company during the
year.

VIGIL MECHANISM fWHISTLE BLOWER POLICY!

Company has made adequate arrangements and developed mechanism for Whistle Blowers. The
policy on Whistle Blowers has been placed on Company website www.prashantindia.info. and can be
assessed at web page link http://prashantindia.info/html/DUR46.html.

MATERIAL SUPSIP1ARIES

Your company has no subsidiaries.

POLICY ON DEALING WITH RELATED PARTY TRANSACTIONS

The company has framed policy for dealing with related party transactions in consultation with audit
committee. The policy on related party transactions has been placed on Company website
www.prashantindia.info. and can be assessed at web page link

http://prashantindia.info/html/DUR46.html.

DECLARATION OF CEO REGARDING COMPLIANCE BY BOARD MEMBERS

Said declaration is attached as ANNEXURE VIII to this report
REMUNERATION Of DIRECTORS

Necessary details are attached in corporate governance report.

COMPLIANCE WITH ACCOUNTING STANDARDS

Please refer corporate governance report attached with this report

MANAGEMENT DISCUSSION AND ANALYSIS

(a) Industry Structure and Developments:- Company is operating in Textile Industry and Wind
Power.

(b) Opportunities and Threats:- The textile industry is passing through recession. The Textile
division of the Company closed the operation Since July 2023 and Land & Building as being given
on rent

Wind Power generation unit could not be fully utilized as the power generated could not be
captively consumed as Textile Division was closed.

Segment wise or product wise Performance: - Company operates in two segments.

(1) Textile

The Company is in the process of disposal of Land & Building of the Textile Division.

(2) Wind Power Generation

Due to closure of Textile Division Power generated by Wind Power Division was not captivley
consumed and Company was required to sold power to DGVCL at pre-determined rate which
was substantially low compared to billing rate.

The use full life of Wind Power generator came to an end and contract with GETCO for wheeling
of Power generated by Wind Power Division has also came to an end. Further GEDA had
informed the Company for decommissioning of operation of Wind Turbine generator which has
completed 25 years of operation. The Company has discontinued operation of Wind Power
Division and is in the process of discarding machineries of the said unit as Scrap.

(c) Outlook: - The Management is striving hard to wipe out the past debt from the books of the
company so that Company can raise long term fund form prospective Investor.

(d) Risks & Concerns: -Due to closure of Textile Division and Wind Power Division, Company is
expecting to incur a very heavy cash losses.

(e) Internal control systems and their adequacy: - Company has developed adequate internal
control system and looking to the size of the company said system is operating adequately and
effectively.

(f) Discussion on financial performance with respect to operational performance; -The
Financial performance is reported in director''s report. Company is negotiating for settlements
with secured creditors.

(g) Human Resources Management Initiatives:-AU the efforts are made to rationalize its
manpower and make effective use of the same.

CORPORATE GOVERNANCE

As provided under Regulation 15(2) of the SEBI (LODR) Regulations, 2015, the compliance with
Corporate Governance as specified in regulations 17,17A, 18,19,20,21,22, 23,24,24A, 25,26, [26A,],
27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V are
not applicable to the Company as paid up share capital doesn’t exceed Rs.10 Crore and net worth
doesn’t exceed Rs 25crores.

However certain important information as required under corporate governance rules are attached as
ANNEXUREIX

AUDITORS CERTIFICATE FOR COMPLIANCE WITH CORPORATE GOVERNANCE

Certificate from auditors regarding non applicability of compliance of conditions of corporate
governance is annexed as ANNEXURE X.

DIVIDEND DISTRIBUTION POLICY

Disclosure requirements under regulation 43 SEBI (listing obligations disclosure requirements), 2015
on dividend distribution policy is not applicable to the company

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE
ACCOUNT

Company has no demat suspense account or unclaimed suspense account and other disclosure thereof
are not applicable.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING fBRSRl

Since your company do not fulfill the conditions prescribed for business responsibility and
sustainability reporting Regulation 34 (2) (f) is not applicable.

INSURANCE

All Inventories and Fixed Assets including Buildings, Plant and Machinery etc., are adequately insured.
INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and
employees at all levels.

ACKNOWLEDGMENT

The Directors express their sincere thanks to the employees, customers, suppliers, company’s bankers
and members of the company for their continued support

For & On Behalf of the Board of Directors
PRASHANT INDIA LIMITED

Sd/-

Prabhudas Mohanbhai Gondalia
Chairman & Managing Director
DIN:00014809

Place: Palsana
Date: 31^st May, 2025

Regd Office: Block No.456, National Highway No. 8,

Palsana Char Rasta, Palsana, Taluka-Palsana,

District-Surat 394315

Email:[e-mail]
Website: www.prashantindia.info

---

Mar 31, 2024

Your directors have pleasure in presenting their 41^st Annual Report along with the
Standalone Audited Statement of accounts for the year ended on 31^st March, 2024 and
Auditors Report thereon.

FINANCIAL RESULTS

The Standalone Financial Results for the year ended 31st March, 2024 are as under:

fAmount Rs. in Thousands’!

PARTICULARS	Current year	Previous year
	31/03/2024	31/03/2023
Income from Operations	2996.200	9886.249
Other income	1347.141	498.590
TOTAL INCOME	4343.341	10384.839
Less : Total Expenditure before Int., Depreciation & Tax	6794.232	11133.890
Profit/(Loss) before lnt., Depreciation & Tax	(2450.891)	(749.051)
Less : Interest	2.104	22.559
Profit/fLoss) before Depreciation	(2452.995)	(771.610)
Less : Depreciation	853.191	893.252
Profit/(Loss) before Prior Period Expenses, Exceptional and extraordinary items and Tax	(3306.186)	(1664.862)
Less : exceptional items	(277.667)	(773.940)
Profit/(Loss) before extraordinary items and Tax	(3583.853)	(2438.802)
Less: Extraordinary items	0	0
Profit/(Loss) before Tax	(3583.853)	(2438.802)
Less : Provision for Tax	0	0
: Deferred Tax	0	0
: Excess/short provision relating to earlier year Tax	0	0
Profit/(Loss) after Tax	(3583.853)	(2438.802)
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	(3583.853)	(2438.802)
Add: Surplus/Deficit B/F. from Pre. Year	(443611.859)	(441173.058)
Balance Carried to B/s.	(447195.712)	(443611.859)

The company continues to operate in two segments Textiles and Wind Power Generation
business.

Due to increase in competition and recession in textile sector revenue from operations
declined sharply during the financial year. Same resulted in loss of Rs 3583.853 Thousands
during the F.Y. 2023-24 compared to P.Y. loss of Rs 2438.802 Thousands.

The BIFR has restored the company''s reference in conformity with the order passed by the Hon''ble
High Court of Gujarat for fresh hearing under the provisions of the Sick Industrial Companies (Special
Provisions) Act, 1985.

DISCLOSURES UNDER SECTION 134131 OF THE COMPANIES ACT. 2013

1. Section 134(3)(a) EXTRACT OF ANNUAL RETURN

Pursuantto Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of
the Companies (Management and Administration) Rules, 2014, as amended, Annual Return in
Form MGT-7 will be/has been placed on Company''s web site and can be accessed at

www.prashantindia.info._The web link for the same is

http://www.prashantindia.info/html/Financialresults/ANR24.pdf.

2. Section 134(3)(b) NUMBER OF BOARD MEETINGS:

During the Financial Year under review, the board of directors of the company met [Seven] times
to transact the business of company in accordance with the provision of the Act and rules made
there under and the dates on which they met during the year under review are as under:

30.05.2023	07.08.2023	21.08.2023
11.10.2023	08.11.2023	13.02.2024
15.03.2024

Particulars of director''s attendance at Board Meetings and Committee Meetings as required under

Secretarial Standard is enclosed at Annexure-I forming part of the Board Reports.

3. Section 134f31fcl DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(3) (c) read with sectionl34(5) of the Companies Act,

2013 Directors state that:—

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

b. 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 F.Y. 31^st March, 2024 and of the profit and loss of the
company for that period;

c. 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;

d. the directors had prepared the annual accounts on a going concern basis; and

e. the directors had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively.

f. the directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

4. Section 134f31fcal DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER
SUB SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO
THE CENTRAL GOVERNMENT;

The Directors state that no fraud by Company has been committed nor any fraud on the Company
by its officers/employees has been noticed during the Financial Year 2023-24.

The Auditors have not reported any fraud by the Company or any fraud on the Company by its
officers/employees to the Audit Committee and to the Board of Director during the Financial Year.

There is no fraud exceeding the limit prescribed and auditor has not field any report of fraud to
the Central Government under Section 143 (12) of Companies Act, 2013 during the F.Y. 2023-24.

5. Section 134(3)(d_i) DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received necessary
declaration from each Independent Director confirming that they meet the criteria of
independence as prescribed under Section 149(6) of the Act and SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015.

6. Section 134f31fel COMPANIES POLICY ON DIRECTORS APPOINTMENT. REMUNERATION
AND INDEPENDENCE

As required by Section 178(1)/178(3) Company has constituted Nomination and Remuneration
Committee which formulate the criteria for determining qualification, positive attribute and
independence of a director and has recommended a policy to the Board relating to remuneration
of directors, Key Managerial Personnel and other employees and Board is implementing the same.
The policy is placed on website of the company can be assessed at web link
http://prashantindia.info/html/Financialresults/POLICY/PlLCodeofConductforIndependentDir
ectors.pdf.

7. Section 13413110 BOARD COMMENTS OR EXPLANATION ON QUALIFICATION
RESERVATION OR ADVERSE REMARK BY AUDITOR OR PRACTICING COMPANY SECRETARY

(i) The qualifications made by Auditor in their report -

• Material uncertainty related to Going Concern -

a. In consonance with the Gujarat Renewal Energy Policy-2023, GEDA had de-commissioned
Wind Turbine Generators (WTG) of the company, having completed 25 years of life. The
GETCO had also terminated power generation wheeling power with effect from 1^st April,
2024. However, vigorous efforts put in by the Management of the Company and constant
representations made to GEDA, GETCO and other relevant authorities, GETCO has now
started wheeling power generation and simultaneously GEDA has continued granting
credit for power generated by wind power division. As such, wind power division of the
company is now operational.

b. At present, the company is not undertaking any manufacturing activities atTextile Division.
However, the Company has rented surplus space and its manufacturing utilities to generate
income. The credit for power generated by wind power division is also utilized to generate
income for the company. The Company is also negotiating with secured creditors for
making the unit operational.

• Non provision of liabilities -

The Company has not provided for liabilities of Rs. 11288.39 Lacs, of which Rs. 11279.56 Lacs
is in respect of non-provision of interest payable to secured creditors over the years. In this
regard, the Management has been negotiating with the secured creditors for the settlement of
their dues. The Company is also negotiating for liquidating the assets of the company in
accordance with the special resolution passed at AGM of the company held on dated 20^th
September, 2018 and also renewal special resolution passed at AGM of the company held on
dated 27^th September, 2023. The Management is optimist for the settlement of dues with
secured creditors and the secured creditors of the Company are also co-operating with the
company as they have fully supported the Company in past Though negotiations are under
progress, no final conclusion is reached till date.

(ii) The other remarks made by Auditor in their report -

Note No. 1(a) Regarding non accounting for gratuity, leave encashment and bonus liability
contrary to provision of Companies Act, 2013 and Ind AS-10 issued by ICAI -

It is the consistent policy of the company to account for such liability on cash basis and will be
accounted only when they crystallize.

Note No. 1(b) under the head going concern all remarks self-explanatory.

Company its running its operation on day to day basis as a going concern

(iii) SECRETARIAL AUDITORS REMARKS:

Remarks of Secretarial Auditor are self-explanatory and needs no comment by the Board.

8. Section 134f31fgl PARTICULARS OE LOANS. GUARANTEES OR INVESTMENTS

Company is not an Investment Company and has not made investment through any layers of
investment Companies, Section 186(1) of Companies Act, 2013 is notapplicable to the Company.

Company has not given any loan to any person or body corporate, given guarantee or provided
security and connection with loan to any body corporate and person nor acquired shares or
security of any other body corporate in excess of limits specified in section 186(2)(c) of
Companies Act, 2013, said provision are notapplicable to the Company.

9. Section 134(3)Xh^imXMARSJ)JLCL>N:LRACTS QR ARRAM

PARTIES

All the related party transaction entered into during the financial year 2023-24 were at an arm''s
length basis and in ordinary course of business.

All transactions with related parties were reviewed and approved by the Audit Committee. Prior
omnibus approval is obtained for related party transactions which are of repetitive nature and
entered in the ordinary course of business and on an arm’s length basis. A statement giving
details of all related party transactions is placed before the Audit Committee on a quarterly basis
for its review. The details of the transactions with related parties are also provided in the
accompanying financial statements.

Disclosures for related party transactions, as required under Section 134(3) (h) read with
section 188 of the Companies Act, 2013 in prescribed Form AOC-2 is annexed as ''Annexure - II’
with this report.

The company has approved policy on Related Party Transaction and policy is placed on website
of the company can be assessed at web link

http://prashantindia.info/html/Financialresults/POLlCY/PILPOLlCYONRPT.pdf .

10. Section 134mm STATE OF COMPANY’S AFFAIRS:

The company is engaged in Textiles and Wind power generation business. The revenue of
the company during the year decreased to Rs. 4343.341/- Thousands Compared to previous
year revenue of Rs. 10384.839/- Thousands. The company incurred loss of Rs. 3583.853/-
Thousands as compared to previous year Loss of Rs. -2438.802/-Thousands. In order to
mitigate the losses Your directors are try to generating the Income by way of renting
the unusable portion of Factory land & Building till it make re operational.

At presentyour company has no plan to enter into any other business.

11. Section 134f31fil TRANSFER TO RESERVES:

Your Directors do not recommend to transfer any amount to reserve as there is a loss.

12. Section 134f31fkl DIVIDEND

Due to loss the directors do not recommend any dividend for the year ended 31^st March
2024.

13. Section 13413101 MATERIAL CHANGES BETWEEN THE OATH OF THE BOARD REPORT
AND END OF FINANCIAL YEAR

In consonance with the Gujarat Renewal Energy Policy-2023, GEDA had de-commissioned
Wind Turbine Generators (WTG) of the company, having completed 25 years of life. The GETC0
had also terminated power generation wheeling power with effect from 1^st April, 2024.
However, vigorous efforts put in by the Management of the Company and constant
representations made to GEDA, GETCO and other relevant authorities, GETC0 has now
restores from the date of disconnection wheeling power generation and simultaneously GEDA
has continued granting credit for power generated by wind power division. As such, wind
power division of the company is now operational.

There are no any other material changes & commitments which have occurred after Balance
Sheetdate till the date of the report affecting the financial position of the company.

14. Section 134f31fml CONSERVATION OF ENERGY. TECHNOLOGY. ABSORPTION. FOREIGN
EXCHANGE AND OUTGO

The relevant particulars are given in prescribed form annexed as ANNEXURE 111 to this report

15. Section 134(3)(n) RISK MANAGEMENT POLICY:

Your Company is exempt from reporting on compliance with the corporate governance
provisions as specified in regulations 17, [17A,] 18,19, 20, 21,22, 23, 24, [24A], 25, 26, 27 and
clauses (b) to 0) [and (t)] of sub-regulation (2) of regulation46 and para C, D and E of Schedule
V of SEB1 (Listing Obligation and Disclosure requirements) Regulations, 2015. Company is also
exempt under regulation 21 of SEB1 (Listing Obligation and Disclosure requirements)
Regulations, 2015 from reporting on risk management

Your Company do not fall into category of Top 1000 listed entities, determined on the basis of
market capitalization, as at the end of the immediate previous financial year, Company is

exempt from constitution of Risk Management committee, under the provisions of Companies
Act, 2013.

The board is fully aware of Risk Factors and is taking preventive measures wherever required.

16. Section 134f31fol CORPORATE: SOCIAL RESPONSIBILITIES fCSRl POLICY:

The Provisions of CSR under section 135 of the Companies Act, 2013, read with Rule 8 of the
Companies (Corporate Social Responsibility Policy) Rules 2014, your company do not fulfill
the threshold limits of Turnover of Rs. 1000 Cr. Or Net Profit of Rs. 5 Cr. and Net Worth of Rs.
500 Cr. Hence are not applicable to your company.

17. Section 134(3)(_iPi) FORMAL ANNUAL EVALUATION

The Nomination and Remuneration Committee (NRC) has defined the evaluation criteria,
procedure and time schedule for the Performance Evaluation process for the Board, its
Committees and Directors. The Nomination and Remuneration Committee (NRC) has also
formulated criteria for determining qualifications, positive attributes and independence of
Directors in terms of Section 178(3) of the Act

The Board has carried out an Annual Evaluation of its own performance and the performance
of individual Directors, as well as evaluation of Committees of the Board, in line with the policy
framed by Nomination and Remuneration Committee (NRC)

18. Section 134(3,)(q) 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 head Financial Highlights

2. CHANGE IN NATURE OF BUSINESS, IF ANY:

There is no major change in the nature of business carried on by the company compared to
the previous year.

3. THE DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE
APPOINTED OR HAVE RESIGNED DURING THE YEAR

There was no appointment or resignation of directors or key managerial personnel, except
reappointment of Mr. Prabhudas Mohanbhai Gondalia (DIN: 00014809) who retired by
rotation in AGM.

4. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE
INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR.

This is not applicable as there is no appointment of Independent Director during the year.

5. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES;

As on March 31, 2024, the Company has no subsidiary, jointventure or associates.

Further during the year there is no Company which became or ceased to be the subsidiary,
jointventure or associates of your Company. Therefore, disclosure under first proviso to
Section 129(3) in prescribed form AOC-1 is not applicable to your company.

6. DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, excepting

Inter corporate loan/ Deposit which are exempt from Deposit under said rules. Required
disclosure is as under:

(a) Accepted during the year; Not Applicable

(b) remained unpaid or unclaimed as at the end of the year; Nil

(c) There has been no default in repayment of deposits or payment of interest thereon
during the year. In case of default, number of such cases and the total amount involved-

(i) At the beginning of the year; Not Applicable

[ii) Maximum during the year; Not Applicable

(iv) at the end of the year; Not Applicable

7. THE DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE
REQUIREMENTS OF CHAPTER V OF THE ACT;

Company has notaccepted any deposits which are notin compliance with the requirements
of chapter v of the Act

8. ANY SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR
TRIBUNALS:

No material order has been passed by Regulators, Courts or Tribunals against the company
during the financial year 2023-24, impacting the going concern status and companies
operations in future.

9. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial
transactions. During the year, such controls were tested and no reportable material
weaknesses in the design or operation were observed. The report of auditors on Internal
Financial Control is attached with Audit Report

10. DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS:

The Company do not satisfy the criteria of threshold limits specified for maintenance of cost
records/cost audit as specified by the Central Government under sub-section (1) of Section 148
of the Companies Act, 2013, the said provisions are not applicable to Company.

11. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has adopted a policy on prevention, prohibition and redressal of sexual
harassment at the workplace in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made there under.
Your Company is not required to constitute an Internal Complaints Committee across its
commercial offices and manufacturing sites as number of employees is less than 10.

Details required to be disclosed under the provision of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act 2013, are as under:

C.Y. P.Y.

No. of Complaints pending for disposal at the beginning - NIL NIL

No. of Complaints received during the financial year NIL NIL.

No. of complaints disposed off during the financial year NIL NIL.

No. of complaints pending for disposal at the end of financial year NIL NIL.

12. DISCLOSURE UNDER RULE 8, SUB RULE 5 CLAUSE XI PROCEEDING UNDER IBC

In the opinion of, and to the best of Knowledge of Board of Directors of Company, the Company
has notfilled any application under the Insolvency and Bankruptcy Code, 2016 during the year
nor any proceedings against the Company is pending under the Insolvency and Bankruptcy
Code, 2016, as at the end of Financial Year 2023-24.

13. DISCLOSURE UNDER RULE 8, SUB RULE 5 CLAUSE XII VALUATION DIFFRENCE
SETTELMENT

Your Company has not entered into one time settlement with Banks or Financial Institutions
during the Financial Year hence the details of difference between the amount of the valuation
done at the time of one time settlement and the valuation done while taking loan from the
Banks or Financial Institutions is not applicable.

14. 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
details is annexed as ANNEXURE IV and V to this report

b. None of the employee was in receipt of remuneration exceeding the limit as stated in
rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.

c. The company has no employees (not being directors or their relatives) who are posted
and working outside India drawing remuneration of more than Rs. 60 lacs p.a or Rs. 5
lacs p.m during the financial year.

SI-C 131 VOLUNTARY REVISION OF FINANCIAL STATEMENT OR BOARD REPORT

The Company has not revised the Financial Statement or Board Report for three preceding financial
years

DISCLOSURES UNDER RULE 3(1) OF THE COMPANIES (ACCOUNTS) RULES, 2014 OF THE
COMPANIES ACT. 2013 ON AUDIT TRAIL

The company has used accounting software for maintaining its books of accounts for the financial year
ended 31^st March, 2024 which has a feature of recording audit trails (edit log) facility and the same has
been operated from 2^nd May, 2023 for all the relevant transactions recorded in the software. There was
no instance of audit trail feature being tampered with during the financial year.

DISCLOSURE UNDER MICRO SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT. 2006

Company has no outstanding dues for more than 45 days as on financial year end date to MSME.

REAPPOINTMENT OF INDEPENDENT DIRECTOR

Pursuant to provisions of Section 149 read with Section 161 there was no appointment or re
appointment of an Independent Director during the financial year. However Mrs. Shobhaben
Rajeshbhai Dudhat (DIN 08110725) was reappointed as an Independent Director at AGM held on 29^th
September, 2021 for 5 Consecutive years.

Mr. Haribhai Becharbhai Malvia (DIN: 00042683) independent directors term expires at the
conclusion of this AGM.

CHANGE IN COMPOSITION OF THE BOARD AND KMP

The Board of Directors at its meeting held on 27^th August, 2024 based on recommendation of the
Nomination and Remuneration Committee, approved the appointment of Mr. Parth Mahendrakumar
Pandya (DIN: 08825905) as Additional Director of the Company and as a Non-Executive Non Promoter
Independent Director for a period of 3 (Three) consecutive years, subject to approval of the members
at the upcoming AGM. His period of office expires at the conclusion of this AGM but being eligible Board
of Directors proposed to appoint him. Necessary resolution is placed to approval of Members. It may
be noted that none of the other Directors are interested in the matter.

There is no any other changes in Composition of the Board of Directors and Key Managerial Personnel
from the end of previous financial year to the date of this Report

The Board consists of executive and non-executive directors including independent directors who
have wide and varied experience in different disciplines of corporate functioning.

Mr. Harsukhbhai Mohanbhai Gondalia (DIN: 00014805] retires by rotation and being eligible has
offered himself for re-appointment

DISQUALIFICATION OF DIRECTORS

Pursuant to provisions of Section 164(2] (b] and Section 167 of the Companies Act 2013 the company
has received a declaration from directors that none of them are disqualified to hold post as director of
the company.

D1SCI.OSWRK IJNDFR SECTION 177.178 COMMITTEES OF THE BOARD

a. Audit committee:

Information about Audit Committee is provided under the head Corporate Governance Report
attached with this report

b. Nomination And Remuneration Committee

Information about Nomination and Remuneration Committee is provided under the head
Corporate Governance Report attached with this report

c. Stakeholders and Investor Grievance Committee

Information about Stakeholders and Investor Grievance Committee is provided under the head
Corporate Governance Report attached with this report

d. Vigil Mechanism committee

The Company has framed vigil mechanism in terms of The Companies Act, 2013 and the same
may be accessed on the Company''s website. Further, every employee of the Company can
directly report to the Chairman of the Audit Committee when she / he becomes aware of any
actual or possible violation of the Code or an event of misconduct, act of misdemeanor or act
notin the Company''s interest

Details of members of each committee has been placed on website of the company and can be
assessed at web page link

http://prashantindia.info/html/Financialresults/POLlCY/PlLWHlSTLEBLOWERPOLlCY.pdf.

CHANGES IN SHARE CAPITAL. IF ANY:

Your Company has not issued any kind of Shares during the Financial year ended on 31^st March, 2024.
There is no change in authorized, issued, subscribed and paid up share capital of the company during
the financial year ended on 31^st March, 2024.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

Pursuant to Rule 4(4] of Companies (Share Capital and Debentures] Rules 2014 The Company 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 Company has not
issued sweat Equity shares during the Financial Year 2023-24.

DISCLOSURE UNDKR SECTION 62fllfhl REGARDING ISSUE OF EMPLOYEE STOCK OPTION AND
EMPLOYEES STOCK PURCHASE SCHEMES:

As per Section 62(l)(b) of the Companies Act2013 read with Rule 12 of Companies (Share Capital and
Debentures ) Rules 2014, the Company has not issued Employee Stock Options during the Financial
Year 2023-24.Therefore disclosure of particulars as required under Rule 11(9) of Companies ( Share
Capital and Debentures ) Rules 2014 is not applicable.

BUY-BACK OF SHARES

The company has not purchased its own shares during the financial year therefore details required to
be disclosed as per Rule 16 of Companies ( Share Capital and Debentures ) Rules 2014 is not
applicable.

REDEMPTION OF PREFERENCE SHARES AND DEBENTURES

Pursuantto Section 164(2) and 167(1) and Schedule V Part2 of Companies Act2013 company has not
issued any preference shares or debentures and there is no redemption of any preference shares or
debentures during the F.Y. 2023-24.

INVESTOR EDUCATION PROTECTION FUND:

As on 31/03/2024 there is no outstanding amountof unpaid or unclaimed dividend. Hence no amount
nor any shares are required to be transferred to IEPF during the F.Y. 2023-24.

DISCLOSURE UNDER SECTION 129131 CONSOLIDATED FINANCIAL STATEMENT

Since your Company has no subsidiary, associate or joint ventures companies, provisions of
consolidated financial statements under section 129(3) and disclosure in form AOC-1 under Rule 5 of
the Companies (Account) Rules 2014 are not applicable.

NOMINATION 01 DIRECTORS BY SMALL SHAREHOLDERS

The company has not received name of any candidate to be nominated by small shareholders as
provided in section 151 of the Companies Act, 2013.

AUDITORS:

At the 39^th Annual General Meeting held on 15/09/2022 M/s. Gheewala & Co., Chartered Accountants,
were appointed as the Statutory Auditors of the Company for the 2 ^nd term to hold office till the
conclusion of 44^th Annual General Meeting to be held in 2027.

Company has received certificate from the statutory auditor to the effect that they do not suffer from
any disqualification as laid down in Section 141 of Companies Act, 2013.

SECRETARIAL AUDITOR

Pursuantto the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed
JITENDRA RAMANLAL BHAGAT, Company Secretary in Practice to hold the office of the Secretarial
Auditors and to conduct the Secretarial Audit The Secretarial Audit Report for the financial year ended
March 31, 2024, is annexed as ''Annexure - VI’ to this report.

INTERNAL AUDITOR:

Company has introduced Internal Financial Control System which ensures proper Internal Audit of
Financial Transactions.

COMPLIANCE WITH SECRETARIAL STANDARDS ISSUED BY ICS1

The Company has complied with Secretarial Standards 1,4 relating to Board Meetings and Secretarial
Standard 2 related to General Meeting respectively.

Secretarial Standard 3 issued by the Institute of Company Secretaries of India on declaration and
payment of Dividend is not applicable as Company has not declared any dividend during the year.

Company has not failed to complete or implement any corporate action within the specified time limit
nor has cancelled corporate action announced by the company during the financial year.

DISCLOSURES AS PER ITEM lOfll OF PART C OE SCHEDULE V OF THE SECURITIES EXCHANGE
BOARD OF INDIA fl.lSTING OBLIGATIONS AND DISCLOSURE REQUIREMENT! REGULATIONS.
2015.

No disqualification of directors certificate from company secretary in practice for the financial year
ended March 31,2024, is annexed as ''Annexure VII ’ to this report

DISCLOSURES UNDER LISTING AGREEMENT AND SEBI (LODR) REGULATIONS. 2015 CLAUSE 32

mm

I. Shares of the company are not delisted

II. Stock Exchange has not suspended securities of the company from trading during the
financial year

III. Equ ity Shares of the company are listed on Bombay Stock Exchange. The company has also
paid listing fees for FY 2024-25 to the Stock Exchange.

CLAUSE 49.ILB.5.H PERFORMANCE EVALUATION OE INDEPENDENT DIRECTORS

The company has system of performance evaluation of independent directors as per norms laid down
by Nomination and Remuneration Committee such norms for evaluation of performance of
Independent Directors has been placed on website of the company www.prashantindia.info.

CLAUSE 49.IV.B.4 REMUNERATION POLICY FOR DIRECTORS, KMP AND OTHER EMPLOYEES

Relevant particular are given under the head corporate governance report attached with this report
Remuneration policy for directors, KMP and other employees has been placed on Company website

www.prashantindia.info.

CLAUSE 49.II.B.7.H FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

The familiarization program for independent directors was conducted by the Company during the
year.

CLAUSE 49.I1.F.3 VIGIL MECHANISM fWHISTLE BLOWER POLICYl

Company has made adequate arrangements and developed mechanism for Whistle Blowers. The
policy on Whistle Blowers has been placed on Company website www.prashantindia.info. and can be
assessed at web page link

http://prashantindia.info/html/Financialresults/POLICY/PILWHISTLEBLOWERPOLlCY.pdf.

CLAUSE 49.V.D MATERIAL SUBSIDIARIES

Your company has no material subsidiaries.

The company has framed policy for dealing with related party transactions in consultation with audit
committee. The policy on related party transactions has been placed on Company website
www.prashantindia.info. and can be assessed at web page link
http://prashantindia.info/html/Financialresults/POLlCY/PlLPOLlCYONRPT.pdf.

CLAUSE 49.1LE.2 DECLARATION OF CF.O RF.GARDING COMPLIANCE BY BOARD MEMBERS

Said declaration is attached as ANNEXURE VIII to this report

CLAUSE 49.VIILC.1/2/3/4 REMUNERATION OF DIRECTORS

Necessary details are attached in corporate governance report

CLAUSE 49.V1ILB COMPLIANCE WITH ACCOUNTING STANDARDS

Please refer corporate governance report attached with this report

CLAUSE 49 OF LISTING AGREEMENT MANAGEMENT DISCUSSION AND ANALYSIS

(a) Industry Structure and Developments:- Company is operating in Textile Industry and Wind
Power.

(b) Opportunities and Threats:- The textile industry provides ample opportunities in domestic as
well as export market However the uncertainty of raw material prices and increase competition
has affected the profitability.

(c) Segment wise or product wise Performance: - Company operates in two segments (1) Textile
(2) Wind Power Generation. The performance of both sectors are reported in Audit Report

(d) Outlook: - The directors propose to revive the company.

(e) Risks & Concerns: -Due to recession in textile sector, Company is expecting to incur a very
heavy cash losses.

(f) Internal control systems and their adequacy: - Company has developed adequate internal
control system and looking to the size of the company said system is operating adequately and
effectively.

(g) Discussion on financial performance with respect to operational performance; -The
Financial performance is reported in director''s report All efforts are being made for settlements
with secured creditors and concerned authorities.

(h) Human Resources Management Initiatives:-All the efforts are made to rationalize its
manpower and make effective use of the same.

CORPORATE GOVERNANCE

As provided under Regulation 15(2) of the SEB1 (LODR) Regulations, 2015, the compliance with
Corporate Governance as specified in Regulation 17 to 27, 46(2) (b) to (i) & Parac, d & e of Schedule V
are not applicable to the Company as paid up share capital doesn''t exceed Rs.10 Crore and net worth
doesn''t exceed Rs 25crores.

However certain important information as required under corporate governance rules are attached as
ANNEXURE IX

CLAUSE 49.XI.A AUDITORS CERTIFICATE FOR COMPLIANCE WITH CORPORATE GOVERNANCE

Certificate from auditors regarding non applicability of compliance of conditions of corporate
governance is annexed as ANNEXURE X

DIVIDEND DISTRIBUTION POLICY

Disclosure requirements under regulation 43a SEB1 (listing obligations disclosure requirements),
2015 on dividend distribution policy is not applicable to the company

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE
ACCOUNT

Company has no demat suspense account or unclaimed suspense account and other disclosure thereof
are not applicable.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING IBRSRI

Since your company do not fulfill the conditions prescribed for business responsibility and
sustainability reporting said clause is not applicable.

INSURANCE

All Inventories and Fixed Assets including Buildings, Plant and Machinery etc., are adequately insured.
INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and
employees at all levels.

ACKNOWLEDGMENT

The Directors express their sincere thanks to the employees, customers, suppliers, company''s bankers
and members of the company for their continued support

For & On Behalf of the Board of Directors
PRASHANT INDIA LIMITED

Sd/-

Prabhudas Mohanbhai Gondalia
Chairman & Managing Director
DIN:00014809

Place: Palsana
Date:27^th August, 2024

Regd Office: Block No.456, National Highway No. 8,

Palsana Char Rasta, Palsana, Taluka-Palsana,

District-Surat 394315

Email:cs.prashantindia(5>gniail.com
Website: www.prashantindia.info

---

Mar 31, 2014

The Members

The directors have pleasure in presenting their Thirty First Annual report and the audited statement of accounts for the year ended on 31st March, 2014 together with the auditors report thereon.

FINANCIAL RESULTS

The summarized financial results for year end 31st March 2014 are as under

Rupees in lacs Particulars 2013-2014

Sales and other income 56.68

Total expenditure 140.10

Profit ( )/loss (-) after interest but before depreciation & taxation (83.42)

Exceptional item 0.00

Taxation 0.00

'' Net profit ( )/loss). (83.42)



DIVIDEND

In view of loses the directors do not recommend any dividend for the year ended 31st March 2014..

COMPANY PERFORMANCE

The company continues to operate in Textiles and Wind farm business. The Revenue from textile job work has decreased form Rs.132.48 Lacs in year ended 31.03.2014 to Rs.11.37 Lacs on account of competition and paucity of working capital. The revenue form power generation has however decreased form Rs.63.45 Lacs in year 31.03.2013 to Rs.28.40 Lacs in current year. The loss however has increased form Rs.65.25 Lacs to Rs.83.42 Lacs in current financial year.

The company has preferred an appeal in Gujarat High Court against BIFR order for winding up.

BOARD OF DIRECTORS:

There was no change in constitution of Board of Directors, Shri P.M.Gondalia retire by rotation at ensuing Annual General Meeting and he is eligible for reappoirrttne

AUDITORS:

M/s. Devendra Gheewala & Co., Chartered Accountants, retire at this Annual General Meeting and being eligible offer themselves for reappointment. Your Company has received a letter from them to the effect that their reappointment, if made, will be in accordance with the provisions of Section 224(1B) of the CompaniesAct, 1956. The Board of directors recommend their reappointment.

FIXED DEPOSITS: .

Your Company has not accepted any deposits from public.

STATUTORY INFORMATION :

(i) Information under section 217 (1) {e) of the Companies Act, 1956 read with the companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988:-

A. CONSERVATION OFENERGY

a) Energy conversation measures taken: None at present

b) Additional investment and proposals, if any, being implemented for reduction of consumption of energy: There are no proposals.

c) Impact of measures at (a) & (b) above for reduction of energy consumption and consequent impact on the cost of production of goods: Does not arise.

d) Total energy consumption and energy consumption per unit of production as per Form"A" to annexure in respect of industries specified in the schedule thereto: Not Applicable.

B. TECHNOLOGY ABSORPTION Form B

Research & Development (R&D)

1. Specific area in which R&D carried by the company : None at Present

2. Benefits derived as a result of the above R & D: Does not arise.

3. Future plan of action: At present it is not under consideration

4. Expenditure on R & D: Nil

Technology absorption, adaptation and innovation:

1. Efforts being made towards technology absorption, adaptation and innovation: None

2. Benefits derived as a result of the above efforts e.g. Product improvement cost, reduction, product development, import substitution etc.: None

3. Imported technology : Not applicable as technology has not been imported.

C. FOREIGN EXCHANGE EARNING AND OUTGO: Earning: Rs.Nil Outgo : Rs. nil

INFORMATION UNDER SECTION 217 (2A) OF THE COMPANIESACT, 1956 READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES 1975 AS AMENDED UP TO DATE :

The company do not have any employee drawing salary in excess of limits prescribed under section 217(2a) of the companies act, 1956 read with the companies (particulars of employees) rules 1975 the particulars should be treated as nil

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm that:

(i) in the preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) 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 financial year and of the loss of the company for the year.

(iii) the Directors has taken proper and sufficient care for the maintenance of adequate accounting records 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, and

(iv) the Directors had prepared the accounts on going concern basis.

INDUSTRIAL RELATIONS:

The industrial relations continued to be cordiaridg the year under review.

ACKNOWLEDGMENT:

The Directors express their sincere thanks to the employees, customers, suppliers, company''s bankers and members of the company for their continued support.

For & On Behalf of the Board of Directors

Place : Palsana sd/- Date : 20-06-2014 Chairman

---

Mar 31, 2012

The directors have pleasure in presenting their Twenty Ninth Annual report and the audited statement of accounts for the year ended on 31st March, 2012 together with the auditors report thereon.

FINANCIAL RESULTS

The summarized financial results for year end 31st March 2012 are as under

Rupees in lacs

Particulars 2011-2012

Sales and other income 300.60

Total expenditure 383.78

Profit( )/loss(-) after interest but before depreciation & taxation (83.18)

Exceptional item 175.75

Taxation 0.00

Net profit( )/loss(-) (258.93)

DIVIDEND

In view of loses the directors do not recommend any dividend for the year ended 31st March 2012..

COMPANY PERFORMANCE

The company continues to operate in Textiles and Wind farm business. The Sales and other revenue for the year was Rs. 300.604 lacs which is higher than sales of Rs. 203.64 lacs in previous year. The company has incurred net loss of Rs. 258.93 lacs.

The company had been held sick industrial company within the meaning of the provisions of sec.3(1)(0) of the Sick Industrial Companies ( Special Provisions ) Act, 1985 by the BIFR on dt.20-09-2005 and has been held to be wound up u/s 20(1) of the said Act by the BIFR on dt. 14-09-2006. The said order has been upheld by AAIFR. The secured debts of company except for State Bank of India has been assigned to M/s Shantilon Private Limited and Ficon Shriram Capital Markets Limited. The details are given in balance sheet.

BOARD OF DIRECTORS:

There was no change in constitution of Board of Directors. Shri H.M.Gondalia retire by rotation at ensuing Annual General Meeting and he is eligible for reappointment.

AUDITORS :

M/s. Devendra Gheewala & Co., Chartered Accountants, retire at this Annual General Meeting and being eligible offer themselves for reappointment. Your Company has received a letter from them to the effect that their reappointment, if made, will be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956. The Board of directors recommend their reappointment.

FIXED DEPOSITS :

Your Company has not accepted any deposits from public.

CORPORATE GOVERNANCE:

Certificate of the company secretary regarding compliance of the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement with stock exchange, is enclosed..

STATUTORY INFORMATION :

(i) Information under section 217 (1) (e) of the Companies Act, 1956 read with the companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988:-

A. CONSERVATION OF ENERGY

a) Energy conversation measures taken: None at present

b) Additional investment and proposals, if any, being implemented for reduction of consumption of energy: There are no proposals.

c) Impact of measures at (a) & (b) above for reduction of energy consumption and consequent impact on the cost of production of goods: Does not arise.

d) Total energy consumption and energy consumption per unit of production as per Form "A" to Annexure in respect of industries specified in the schedule thereto: Not Applicable.

B. TECHNOLOGY ABSORPTION

Form B

Research & Development (R&D)

1. Specific area in which R&D carried by the company: None at Present

2. Benefits derived as a result of the above R&D: Does not arise.

3. Future plan of action: At present it is not under consideration

4. Expenditure on R & D: Nil

Technology absorption, adaptation and innovation:

1. Efforts being made towards technology absorption, adaptation and innovation: None

2. Benefits derived as a result of the above efforts e.g. Product improvement cost, reduction, product development, import substitution etc. : None

3. Imported technology : Not applicable as technology has not been imported.

C. FOREIGN EXCHANGE EARNING AND OUTGO:

Earnings or Expenditure in foreign exchange - Foreign travelling Rs. 52929/- (Euro 796.60) (Previous year Rs. Nil)

INFORMATION UNDER SECTION 217 (2A) OF THE COMPANIES ACT. 1956 REAL) WITH THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES 1975 AS AMENDED UP TO DATE :

The company do not have any employee drawing salary in excess of limits prescribed under section 217 (2a) of the companies act. 1956 read with the companies (particulars of employees) rules 1975 the particulars should be treated as nil

DIRECTORS, RESPONSIBILITY STATEMENT.

Your Directors confirm that:

(i) in the preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) 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 financial year and of the loss of the company for the year.

(iii) the Directors has taken proper and sufficient care for the maintenance of 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, and

(iv) the Directors had prepared the accounts on going concern basis.

INDUSTRIAL RELATIONS:

The industrial relations continued to be cordial during the year under review.

ACKNOWLEDGMENT:

The Directors express their sincere thanks to the employees, customers, suppliers, company's bankers and members of the company for their continued support.

For & On Behalf of the Board of Directors

Sd- Chairman

Place : Palsana Date : 20-07-2012

---

Mar 31, 2010

The directors have pleasure in presenting their Twenty Sixth Annual report and the audited statement of accounts for the year ended on 31st March, 2010 together with the auditors report thereon.

FINANCIAL RESULTS

The summarized financial results for year end 3 Ist March 2010 are as under

Rupees in lacs

Particulars 2009-10 2008-09

Sales and other income 209.13 97.89

Total expenditure 201.19 100.21

Profit.(+)/loss (-) after interest but before depreciation & 7.94 (2.32) taxation

Depreciation 104.08 104.03

Taxation 0.00 0.08

Net profit (+)/loss (-) (96.14) (106.43)



DIVIDEND

In view of loses the directors do not recommend any dividend for the year ended 31st March 2010..

COMPANY PERFORMANCE

The company continues to operate in Textiles and Wind farm business. The turn over in textile business was Rs.160.34 lacs since in on account of lack of working capital the company was forced to resort to Job Work . The income form power generation from wind farm was Rs.44.90 lacs.

The company has been declared sick company by Board of Industrial and. Financial Reeonstruction(BIFR) and management is making efforts remaining Banks/ FIS for settlement with bank and revival of company.

BOARD OF DIRECTORS:

There was no change in constitution of Board of Directors. Shri H.B Malavia retire by rotation at ensuing Annual General Meeting and they are eligible for reappointment.

AUDITORS :

M/s. Devendra Gheewala & Co., Chartered Accountants, retire at this Annua! General Meeting and being eligible offer themselves for reappointment. Your Company has received a letter from them to the effect that their reappointment, if made, will be in accordance with the provisions of Section 224(IB) of the Companies Act. 1956. The Board of directors recommend their reappointment.

FIXED DEPOSITS :

Your Company has not accepted any deposits from public.

STATUTORY INFORMATION :

(i) Information under section 217 (1) (e) of the Companies Act, 1956 read with the companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988:-

A. CONSERVATION OF ENERGY

a) Energy conversation measures taken: None at present

b) Additional investment and proposals, if any, being implemented for reduction of consumption of energy: There are no proposals.

c) Impact of measures at (a) & (b) above for reduction of energy consumption and consequent impact on the cost of production of goods: Does not arise.

d) Total energy consumption and energy consumption per unit of production as per Form"A to annexure in respect of industries specified in the schedule thereto: Not Applicable.

B. TECHNOLOGY ABSORPTION

Form B

Research & Development (R & D)

1. Specific area in which R&D carried by the company: None at Present

2. Benefits derived as a result of the above R&D: Does not arise.

3. Future plan of action: At present it is not under consideration

4. Expenditure on R & D: Nil

Technology absorption, adaptation and innovation:

1. Efforts being made towards technology absorption, adaptation and innovation: None

2. Benefits derived as a result of the above efforts e.g. Product improvement cost, reduction, product development, import substitution etc. : None

3. Imported technology : Not applicable as technology has not been imported.

C. FOREIGN EXCHANGE EARNING AND OUTGO:

Earning: Rs.Nil Outgo : Rs. NIL

INFORMATION UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES 1975 AS AMENDED UP TO DATE :

The company do not have any employee drawing salary in excess of limits prescribed under section 217 (2a) of the companies act, 1956 read with the companies (particulars of employees) rules 1975 the particulars should be treated as nil

DIRECTORS RESPONSIBILITY STATEMENT.

Your Directors confirm that:

(i) in the preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) 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 financial year and of the loss of the company for the year.

(iii) the Directors has taken proper and sufficient care for the maintenance of 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, and

(iv) the Directors had prepared the accounts on going concern basis.

INDUSTRIAL RELATIONS:

The industrial relations continued to be cordial during the year under review.

ACKNOWLEDGMENT: The Directors express their sincere thanks to the employees, customers, suppliers, companys bankers and members of the company for their continued support.

For & On Behalf of the Board of Directors

Place : Palsana Sd-

Date : 20-07-2010 Chairman