Directors Report of Prabhat Technologies (India) Ltd.

Mar 31, 2024

The Resolution Professional presents to the Members the Seventeenth Annual Report of
the Company together with the Director''s Report, Audited Standalone and Consolidated
Financial Statements and Auditor''s Report for the year ended March 31, 2024.

The members are hereby informed that pursuant to the order dated October 10, 2019, of
the Hon''ble National Company Law Tribunal - Mumbai Bench, at Mumbai (“NCLT Order”),
Corporate Insolvency Resolution Process (“CIRP”) has been initiated for the Company in
accordance with the provisions of the Insolvency and Bankruptcy Code, 2016, (“the Code”)
and related rules and regulations issued thereunder. Mr. Rajendra K. Bhuta, having
Registration No. (IBBI/IPA-001/IP-P00141/2017-18/10305) was appointed as Interim
Resolution Professional (“IRP”) and was subsequently appointed as the Resolution
Professional (“RP”) in terms of the NCLT Order.

Members are further informed that pursuant to Section 17 of the Code, the powers of
Board of Directors of the Company stand suspended effective from the CIRP
commencement date and such powers along with the management of affairs of the
Company are vested with the Resolution Professional, viz., Mr. Rajendra K. Bhuta.

1. FINANCIAL RESULTS:

A Summary of the Company''s financial performance as per the financial statements
prepared according to the Ind AS for the FY 2023-24 as compared to the previous
financial year is given below:

(Figures in lakhs except EPS)

Particulars	Standalone		Consolidated
Financial Year	2023-24	2022-23	2023-24	2022-23
Revenue from operations (Net)	154.59	176.38	655.47	179.87
Other Income	79.70	88.76	79.70	88.81
Total Income	234.30	265.14	735.18	268.68
Depreciation & Amortization	46.06	43.47	47.42	45.17
Finance Cost	0.05	-	13.22	9.41
Other Expenses	249.85	300.33	787.85	390.93
Extraordinary Items	-	-	-	-
Profit/Loss After Depreciation & Interest & Extraordinary Items	(61.66)	(78.66)	(113.31)	(176.83)
Provision for Tax	-	-
Deferred Tax	32.53	41.09	45.59	41.09
Profit After Tax	(29.13)	(37.57)	(67.72)	(135.74)
EPS (Basic and diluted)	(0.27)	(0.35)	(0.63)	(1.27)

Note:

The RP approved these financial results only to the limited extent of discharging powers
of Board of Directors of the Company conferred on him in terms of Section 17 of the Code.
The Statutory Audit for the quarter and year ended on March 31, 2024, as required under
Regulation 33 of SEBI (Listing Obligation and Disclosure requirements) Regulation 2015
(“SEBI LODR”), has been carried out by Statutory Auditors of the Company.

2. RESULTS OF OPERATIONS:

As per Consolidated Financial Statements, the Company earned a total income of Rs.
735.18 Lakhs during the Financial Year 2023-24, as compared to the total income of Rs.
268.68 Lakhs earned in the previous Financial Year 2022-23. The Company''s net loss for
the financial year ended March 31, 2024, stood at Rs. 67.72 lakhs as against the net loss of
Rs. 135.74 lakhs in the previous year.

The Standalone Financial Statements of the Company states that, the Company earned a
total income of Rs. 234.30 Lakhs during the Financial Year 2023-24, as compared to the
total income of Rs 265.14 Lakhs earned in the previous Financial Year 2022-23. The
Company''s net loss for the Financial Year ended March 31, 2024 stood at Rs. 29.13 Lakhs
as against the net loss of Rs. 37.57 Lakhs in the previous year.

3. STATE OF COMPANY’S AFFAIRS:

As stated above, pursuant to the order dated October 10, 2019, of the NCLT, CIRP has
been initiated for the Company in accordance with the provisions of the Insolvency and
Bankruptcy Code, 2016 and related rules and regulations issued thereunder. Mr.
Rajendra K. Bhuta, having registration no. IBBI/IPA-001/IP-P00141/2017-18/10305 was
appointed as the IRP with effect from October 10, 2019 in terms of the NCLT Order and
the powers of the board of directors has been suspended and the same are exercisable by
Mr. R.K. Bhuta, the RP pursuant to Section 17 of the Code.

Further, the Hon''ble National Company Law Tribunal in its order dated January 9, 2024
ordered liquidation of the Company pursuant to which the Company has filed an appeal
in the Hon''ble National Company Law Appeallant Tribunal (NCLAT). The further
proceedings of Corporate Insolvency Resolution Process (CIRP) is carried on by NCLAT.

4. SHARE CAPITAL:

The Authorized Share Capital of the Company is Rs. 12,00,00,000/- and the paid-up share capital
of the Company is Rs. 10,70,62,770/-. There was no change in the share capital of the Company
during the year under review.

5. TRANSFER TO RESERVE AND SURPLUS:

There was no transfer to general reserve and surplus during the year ended March 31,
2024.

6. CHANGE IN THE NATURE OF THE BUSINESS:

During the year under review, there has been no change in the nature of the business of
the Company.

7. CHANGE IN THE NAME OF THE COMPANY:

During the year under review, there was no change in the name of the Company.

8. DIVIDEND:

With a view of losses to the Company, your Board have not recommended any dividend
for the Financial Year 2023-24.

9. TRANSFER TO THE INVESTOR EDUCTION AND PROTECTION FUND:

There are no underlying shares for which dividend has remained unpaid or unclaimed for
a consecutive period of seven years. Therefore, there is no transfer of the same to the
Investor Education Protection Fund.

10. PUBLIC DEPOSITS:

The Company has not accepted any public deposits during the Financial Year 2023-24.

11. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

Sr. No.	Name and address of the Company	CIN / GLN	Holding/ Subsidiary / Associate	% of shar ehol ding	Appli cable Sectio n
1.	Prabhatech Global Industries Private Limited	U32302MH2018PTC3093 77	Subsidiary	100	2(87)
2.	Prabhat Telecoms Hong Kong Limited*	-	Subsidiary	100	2(87)

*Prabhat Telecoms Hong Kong Limited is a Defunct Company.

There are no Companies/ Body Corporate which have become or ceased to be subsidiary/
Joint Venture/ Associate during the Financial Year 2023-24.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (“Act”) read with
the Companies (Accounts) Rules, 2014, a statement containing salient features of
financial statements of subsidiaries and joint venture companies in Form AOC- 1 and
forms part of this report as “Annexure-I". The separate financial statements in respect of
each of the subsidiary shall be kept open for inspection at the Registered Office of the
Company. The Company will also make available these documents upon request by any
Member of the Company interested in obtaining the same.

The Company has formulated a Policy for determining Material Subsidiaries. The Policy is
put up on the Company''s website at www.prabhatgroup.net.

12. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Particulars of loans, guarantees given and investments made during the year, as required
under Section 186 of the Act and Schedule V of the SEBI LODR, if any is provided in the
notes of the financial statements of the Company for the year ended March 31, 2024.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties as prescribed in Form No. AOC -
2 of the Companies (Accounts) Rules, 2014, is annexed to this report as “ Annexure -II”. Further,
the details of the transactions with Related Party are provided in the Company''s financial
statements in accordance with the Accounting Standards.

The policy on Related Party Transactions of the Company ensures proper approval and
reporting of the concerned transactions between the Company and its related parties,
which has been approved by the Board of Directors prior to the commencement of the
CIRP and the same is uploaded on the website of the Company viz.
www.prabhatgroup.net.

14. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. Directors

Pursuant to the commencement of the CIRP against your Company, the powers of the
Board of Directors stands suspended and the same are exercised by the RP, in
accordance with the provisions of the Code.

b. Key Managerial Personnel

• During the period under review, Mr. Gunjan Jain was the Company Secretary and
Compliance Officer of the Company. However, he has tendered his resignation from
the post with effect from July 12, 2024.

• Mr. Parag Rameshchandra Malde is the Chief Financial Officer of the Company.

15. INDEPENDENT DIRECTOR’S MEETING:

Not applicable, as the Company is in CIRP during the period under review.

16. DECLARATION BY INDEPENDENT DIRECTOR:

Not applicable, as the Company is in CIRP during the period under review.

17. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Not applicable, as the Company is in CIRP during the period under review.

18. REGISTRATION WITH INDEPENDENT DIRECTORS DATABANK:

Not applicable, as the Company is in CIRP during the period under review.

19. MEETINGS OF BOARD OF DIRECTORS AND INSOLVENCY RESOLUTION
PROFESSIONAL:

As stated above, Members are informed that pursuant to Section 17 of the Code, the
powers of Board of Directors of the Company stands suspended w.e.f. October 10, 2019,
such powers along with the management of affairs of the Company are vested with the
Resolution professional, viz., Mr. Rajendra K. Bhuta and no Board Meetings with the
presence of Board of Directors were held thereafter.

During the year under review, the Company had total of 6 meetings chaired by RP which
was held on May 22, 2023, August 7, 2023, September 5, 2023, November 8, 2023,
February 2, 2024 and February 12, 2024.

Mr. Parag Rameshchandra Malde, Chief Financial Officer and Mr. Rajendra K. Bhuta,
Insolvency Resolution Professional of the Company have attended all the meetings.

20. BOARD COMMITTEES:

As stated above, Members are informed that pursuant to Section 17 of the Code, the
powers of Board of Directors of the Company stand suspended with effect from October
10, 2019, such powers along with the management of affairs of the Company are vested
with the Resolution professional, viz., Mr. Rajendra K. Bhuta and no Committee Meetings
were held thereafter.

21. BOARD EVALUATION:

Not applicable, as the Company is in CIRP during the period under review.

22. NOMINATION AND REMUNERATION POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION:

Not applicable, as the Company is in CIRP during the period under review.

23. AUDITORS:

A. Statutory Auditors and it’s Report:

Pursuant to the provisions of Section 139 of the Act and rules made thereunder, M/s.
Harish Arora & Associates, Chartered Accountants, (Firm Registration No. 015226C) were
appointed as the Statutory Auditor of the Company at the 12^th AGM of the Company, for a
period of five (5) consecutive years from the conclusion of 12^th AGM till the conclusion of
the 17^th AGM of the Company, on such remuneration as may be mutually agreed between
the Board (Resolution Professional) and the Auditors plus out of pocket expenses as may
be incurred.

However, the tenure of the Statutory Auditor has expired and since the company is under
Corporate Insolvency Resolution Process (“CIRP”), the new auditor can be appointed by
Committee of Creditors (“COC”).

During the proceedings, one of the Financial Creditors raised the objection to the
resolution plan before the Hon''ble National Company Law Tribunal (NCLT), Mumbai and
pleaded to withdraw the Resolution Plan. Subsequently, NCLT Mumbai ordered for
liquidation of the Corporate Debtor.

Further, a Financial Creditor filed an appeal against the Liquidation order before The
Hon''ble National Company Law Appellant Tribunal (“NCLAT”). The NCLAT vide its order
dated 29^th January 2024 stayed the Liquidation Order. The further proceedings is carried
on by NCLAT and the next date for outcome of appeal is October 18, 2024.

In view of these developments, the COC will appoint the new auditor after the outcome of
the next hearing.

The Auditors'' Report annexed to the financial statement for the year under review
contain a qualified Opinion.

• Qualification on Auditors'' Report:

i. Auditors'' Qualification:

As per notes mentioned in the Financial Results which states that the Company has
recognized Non-Sustainable Debt pursuant to CIRP as part of Reserves on the basis of
the decision taken as part of COC resolution meeting, approved by 98.15% COC
Members through vote. This adjustment is considered as per COC Committee and is
recognized in the financial results. However, such transactions are subject to NCLT
approval and should have been acknowledged on duly confirmation/acceptance from
the NCLT court.

ii. Management opinion:

Under the CIRP, a resolution plan was submitted for the consideration of Committee
(COC), e-voting has taken place after 9^th CoC Meeting, the RP has placed on record the
results of Evoting and informed the Members and Shareholders that Resolution has
been approved with 98.15% votes in favour of resolution plan. The said resolution
plan filed for approval of National Company Law Tribunal (NCLT), Mumbai Bench for
its approval vide order dated November 08, 2020.

In Auditors opinon, such transactions are subject to NCLT approval and should have
been acknowledged on duly confirmation/acceptance from the NCLT court.
Management believes that the aforesaid adjustment is important and could impact
the decision of the reader of the Financial Statement.

B. Internal Auditors:

The Corporate Debtor is under Insolvency and due to cost constraints and Cash Flow
issues, RP has delayed the process of appointing Internal Auditor.

C. Secretarial Auditors:

In compliance with the provisions of Section 204 of the Act, Rule 9 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company had appointed M/s. NVB & Associates, Practicing
Company Secretaries (Membership No: 12268; CP No. 16069) as the Secretarial
Auditor to conduct the Secretarial audit of the Company for the Financial year 2024¬
25.

The Secretarial Audit Report for the Financial Year 2023-24 forms part of the Annual
Report in "Annexure III". The Secretarial Audit report for the current year is self¬
explanatory, therefore does not require any further explanation.

24. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE
WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

The Statutory Auditor and Secretarial Auditor of your Company have not reported any
frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the
Act including rules made thereunder.

25. CORPORATE SOCIAL RESPONSIBILITY TCSR1:

The provisions of the CSR expenditure and Composition of Committee, as provided in
Section 135 of the Act is not applicable to the Company.

26. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

As per regulation 15(2A) and (2B) of SEBI LODR, the provisions as specified in Regulation
17 to 21 of SEBI LODR are not applicable during the Corporate Insolvency Resolution
Process in respect of a listed entity which is undergoing Corporate Insolvency Resolution
Process under the Insolvency Code. Hence, Managerial Remuneration and Particulars of
Employees is not applicable to the Company during the period under review.

27. ANNUAL RETURN:

As required under section 92(3) of the Act and rules framed thereunder and amended
from time to time, the Annual Return of the Company in prescribed Form MGT-7 is
available on the website of the Company i.e. at www.prabhatgroup.net.

28. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 the details of Conservation of Energy and
Technology Absorption are as follows:

A. CONSERVATION OF ENERGY

a. Major energy conservation measures taken during the year:

The Company has taken adequate measures to conserve energy by continuous
monitoring and effective use of energy, which is a continuous process.

b. Additional investment and proposals, if any, being implemented for
reduction of consumption of energy:

No additional investment proposed.

c. Impact of measures at (a) and (b) above for reduction of energy
consumption and consequent impact on the cost of production of goods:

Since it is continuous process of monitoring and usage, the impact is not
quantifiable.

d. During the year Company has taken following measure for optimisation of

plprtriritv fAmnnnt in T.akfiO

	2023-24	2022-2023
Total Electricity Expenses	5.58	5.63

B. TECHNOLOGY ABSORPTION:

Particulars with respect to technology absorption are given below:

a. Research and Development (R & D)

i. Specific areas in which R & D carried out by the Company: The Company
has not carried out any research and development activities during the
period under review.

ii. Benefits derived as a result of the above R & D: Not Applicable

iii. Future plan of Action: NIL

iv. Expenditure on R & D.: NIL

b. Technology absorption, adoption and innovations: NIL

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company does not have any Foreign exchange earnings / expenses during the year
under review and therefore the information in respect of Foreign Exchange Earnings and
Outgo as required by Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is not provided.

29. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable provisions
of Secretarial Standards issued by The Institute of Company Secretaries of India.

30. COMPLIANCE CERTIFICATE FROM THE PRACTICING COMPANY SECRETARIES
REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE:

As per regulation 15(2A) and (2B) of SEBI LODR, the provisions as specified in Regulation
17 to 21 of SEBI LODR are not applicable during the Insolvency resolution process period
in respect of a listed entity which is undergoing Corporate Insolvency Resolution Process
under the Insolvency Code. Hence, compliance certificate from the practicing company
secretaries regarding compliance of conditions of corporate governance is not applicable
to the Company during the period under review.

31. INTERNAL CONTROL AND ITS ADEQUACY:

The Company has a well-placed, proper and adequate internal financial control system
which ensures that all assets are safeguarded and protected and that the transactions are
authorized recorded and reported correctly. The Company''s internal financial control
system also comprises due compliances with Company''s policies and Standard Operating
Procedures (SOPs).

32. RISK MANAGEMENT POLICY:

The Board of the Company had, prior to commencement of the CIRP, laid down a Risk
Management framework to identify, measure, mitigate and articulate business risk and
opportunities. This framework seeks to create transparenc, minimize adverse impact on
the business objective and enhance the Company''s competitive advantage. This risk
management framework helps in managing market, credit and operations risks.

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

No specific material changes and commitments affecting the financial position of your
Company have occurred between the end of the financial year under review, i.e. March
31, 2024 and the date of this Report.

34. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company had, prior to the commencement of the CIRP, put in place a Vigil
Mechanism/Whistle Blower Policy in terms of the provisions of Act and the SEBI LODR,
to provide a formal mechanism to the Directors and employees of the Company to report
their genuine concerns and grievances about unethical behaviour, actual or suspected
fraud or violation of the Company''s Code of Conduct or Ethics. The details of
establishment of Vigil Mechanism / Whistle Blower Policy are posted on the website of
the Company at www.prabhatgroup.net.

No employee has been denied access to the Resolution Professional and that no
complaints were received during the year and the Resolution Professional has relied on
such representation.

35. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

As per SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of the Company
had, prior to commencement of the CIRP, laid down a Code of Conduct for Prohibition of
Insider Trading. The Code is applicable to Promoters and Promoter''s Group, such
Designated Employees who are expected to have access to price sensitive information
relating to the Company. The details of establishment of Code of Conduct for Prevention
of Insider Trading SEBI (PIT) Regulation, 2015, are posted on the website of the Company
at www.prabhatgroup.net.

36. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF
WOMEN AT THE WORKPLACE:

Your Company has always believed in providing a safe and harassment free workplace
for every women employee working with your Company. Your Company always
endeavors to create and provide an environment that is free from discrimination and
harassment including sexual harassment.

Your Company has a zero tolerance for sexual harassment at workplace and, therefore
has in place a policy on prevention of sexual harassment at workplace. The said policy is
in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

The Company''s policy on the same is placed on the Company''s website at
www.prabhatgroup.net.

37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S
OPERATIONS IN FUTURE:

In terms of the order dated October 10, 2019 of the Hon''ble National Company Law
Tribunal - Mumbai Bench at Mumbai (“NCLT Order”), Corporate Insolvency Resolution
Process (“CIRP”) has been initiated against the Company in accordance with the
provisions of the Insolvency and Bankruptcy Code, 2016, (“Code”) and related rules and
regulations issued thereunder and had appointed Mr. Rajendra K. Bhuta having
Registration No. (IBBI/IPA-001/IP-P00141 /2017 /18/10305) as Insolvency Resolution
Professional vide its order dated October 10, 2019 to manage affairs of the Company in
accordance with the provisions of the Code.

The Committee of Creditors (CoC) had approved the resolution plan on October 27, 2020,
and the resolution plan was filed for approval of Hon''ble National Company Law Tribuna l
(NCLT), Mumbai Bench vide dated November 08, 2020. However, due to objection from a
financial creditor having majority voting power, the approval from Committee of
Creditors lapsed.

Further, Hon''ble National Company Law Tribunal vide its order dated January 9, 2024
ordered liquidation of the Company pursuant to which the trading of securities are
suspened. The Company had filed an appeal in Hon''ble National Company Law Appeallant
Tribunal (NCLAT). The further proceedings of Corporate Insolvency Resolution Process
(CIRP) is carried on by NCLAT.

To the best of our knowledge, during the year under review, the Company has not
received any other order from the Regulators, Courts or Tribunals which may impact the
Going Concern status or the Company''s operations in future and that the Company has
complied with all the requirements of the Listing Regulations with the Stock Exchanges as
well as regulations and guidelines of SEBI.

38. COST RECORDS AND COST AUDIT:

During the year under review, maintenance of cost records and requirements of cost
audit as prescribed under the provisions of Section 148 (1) of the Act is not applicable for
the business activities carried out by the Company.

39. POSTAL BALLOT:

During the year under review, no postal ballot was conducted by the Company.

40. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per regulation 15(2A) and (2B) of SEBI LODR, the provisions as specified in Regulation
17 to 21 of SEBI LODR are not applicable during the Corporate Insolvency Resolution
Process in respect of a listed entity which is undergoing Corporate Insolvency Resolution
Process under the Insolvency Code. Hence, Management Discussion and Analysis Report
is not applicable to the Company during the period under review.

41. REPORT ON CORPORATE GOVERNANCE:

As per regulation 15(2A) and (2B) of SEBI LODR, the provisions as specified in Regulation
17 to 21 of SEBI LODR are not applicable during the Corporate Insolvency Resolution
Process in respect of a listed entity which is undergoing Corporate Insolvency Resolution

Process under the Insolvency Code. Hence, Management Discussion and Analysis Report
is not applicable to the Company during the period under review.

42. OTHERS:

It is stated that no disclosure or reporting is required in respect of the following items as there
were no transactions on these items during the year under review:

i. BUY BACK OF SECURITIES: The Company has not bought back any of its securities
during the year under review.

ii. SWEAT EQUITY: The Company has not issued any Sweat Equity Shares during the year
under review.

iii. BONUS SHARES: No Bonus Shares were issued during the year under review.

iv. EMPLOYEES STOCK OPTION PLAN: The Company has not provided any Stock Option
Scheme to the employees.

v. FURTHER / RIGHT ISSUE: The Company has not issued any Equity Shares during the
year under review through Private Placement or on rights basis.

43. DIRECTOR’S RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 of the Act, the Resolution professional
confirms that:

i. In the preparation of annual accounts, the provisions of all applicable laws have been
followed and such systems were adequate and operating effectively for the financial
year ended March 31, 2024, the applicable accounting standards have also been
followed;

ii. Accounting policies selected have been applied consistently. Reasonable and prudent
judgments and estimates have been made 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 and loss of the
Company for the year ended March 31, 2024;

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

iv. The annual accounts of the Company have been prepared on a going concern basis;

v. The Internal financial controls have been laid down to be followed by the Company
and such internal financial controls are adequate and operating effectively;

vi. Proper systems have been devised to ensure compliance effectively.

44. APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE. 2016:

The Committee of Creditors (CoC) had approved the resolution plan on October 27, 2020,
and the resolution plan was filed for approval of the Hon''ble National Company Law
Tribunal (NCLT), Mumbai Bench on November 08, 2020. However, due to objection from

a financial creditor holding majority voting power, the approval from Committee of
Creditors lapsed.

Further, Hon''ble National Company Law Tribunal vide its order dated January 9, 2024
ordered liquidation of the Company pursuant to which the Company has filed an appeal
in Hon''ble National Company Law Appeallant Tribunal (NCLAT). The further proceedings
of Corporate Insolvency Resolution Process (CIRP) is carried on by NCLAT.

The said resolution plan is however pending for approval before the Hon''ble National
Company Law Tribunal (NCLT), Mumbai Bench whereas the Company''s matter is
inadvertently pushed to the next hearing as mentioned below:

Sr. no.	Date of hearing at NCLT during the year under review
1.	May 10, 2023
2.	June 12, 2023
3.	June 22, 2023
4.	July 24, 2023
5.	August 24, 2023
6.	September 04, 2023
7.	October 04, 2023
8.	October 19, 2023
9.	November 1, 2023
10.	November 23, 2023
11.	December 19, 2023
12.	January 9, 2024
13.	January 18, 2024

Sr. no.	Date of hearing at NCLAT during the year under review
1.	January 30, 2024
2.	February 6, 2024

45. THE DETAILS OF DIFFERENCE BETWEEN 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 ALONG WITH THE REASONS
THEREOF:

Resolution Plan has been put forth by the existing promoter however the same is yet to
be approved by the Hon''ble Tribunal

46. IN CASE THE SECURITIES ARE SUSPENDED FROM TRADING. THE DIRECTORS
REPORT SHALL EXPLAIN THE REASON THEREOF:

The securities are suspended from trading w.e.f. January 20, 2024 due to Procedural
reasons.

47. ACKNOWLEDGEMENT:

Your Company takes this opportunity to express deep and sincere gratitude to all the
stakeholders of the Company.

For Prabhat Technologies (India) Limited
(Company under Corporate Insolvency
Resolution Process)

Sd/-

Rajendra K. Bhuta
Resolution Professional

Registered Office: IBBI/IPA-001/IP-P00141/2017

402, Western Edge I, /18/10305

Kanakia Spaces, Western Express

Highway,

Borivali (East), Mumbai 400 066

Place: Mumbai

Date: September 2, 2024

---

Mar 31, 2018

Dear Members,

The Directors are pleased to present the 11^th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2018. The Management Discussion & Analysis is also incorporated into this Report.

1) FINANCIAL RESULTS:

Summary of the Company''s financial performance for F.Y. 2017-2018 as compared to the previous financial year is given below:

(Figures)

Particulars	F.Y. 2017 - 2018	F.Y. 2016 - 2017	F.Y. 2017 - 2018	F.Y. 2016 - 2017
	Standalone	Standalone	Consolidated	Consolidated
Revenue from operations (Net)	2,77,51,03,255	2,87,06,50,651	2,91,35,87,947	3,01,34,69,968
Revenue from Other Income	3,99,01,993	50,20,360	3,99,01,993	50,20,360
Total Revenue	2,81,50,05,248	2,87,56,71,011	2,95,34,89,940	3,01,84,90,328
Profit/Loss before Depreciation & Interest	-15,58,48,172	14,70,45,244	-15,28,36,590	15,03,02,641
Depreciation & Amortization	89,32,697	2,09,56,639	90,51,844	2,10,34,672
Interest Cost	2,71,73,270	9,98,69,392	2,71,94,042	9,98,93,714
Extraordinary Items	-2,43,56,656	62,10,000	-2,43,56,656	61,84,200
Profit/Loss After Depreciation & Interest & Extraordinary Items	-16,75,97,482	2,00,09,213	-16,47,25,820	2,31,90,055
Provision for Tax	45,13,928	54,45,332	48,63,580	57,98,995
Profit After Tax	-17,21,11,410	1,45,63,881	-16,95,89,400	1,73,91,060
EPS	-20.42	1.75	- 20.12	2.09

2) HIGHLIGHTS:

During the year under review, your company has reported a Consolidated Turnover of Rs. 2,95,34,89,940 including other income. The Turnover of the Company has decreased because of stiff competition in the target markets and long duration taken for flow of working capital cycle in the telecom industry. The Company has incurred a loss in revenue due to recent changes in business environment and changes in tax regime.

3) SHARE CAPITAL:

The Paid Up Equity Capital as on March 31, 2018 was Rs.8,92,18,980/-. During the year under review, the Company has issued 6,07,098 equity shares on Preferential basis by converting the promoter''s unsecured loan.

4) TRANSFER TO RESERVE AND SURPLUS:

There was no transfer to General Reserve and Surplus during the year ended March 31^st, 2018.

5) NON ACCEPTANCE OF PUBLIC DEPOSITS:

The Company has not accepted any public deposits as defined under Section 73 (1) of the Companies Act, 2013 during the Financial Year 2017-18.

6) DIVIDEND:

With a view to strengthening the financial position of the company, your Board of Director''s have not recommended any dividend for the financial year 2017-18.

7) POLICIES ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The policies of the Company on Director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act is appended as Annexure A to this Report.

8) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The company has not given any loans or guarantees covered under the provision of Section 186 of the Companies Act, 2013. There is no investment and guarantee made during the year.

9) DETAILS OF SUBSIDIARY/TOINT VENTURES/ASSOCIATE COMPANIES:

Sr. No.	Name and address of the Company	CIN / GLN	Holding/ Subsidiary / Associate	% of shareholdin g
1.	Prabhat Telecoms Hong Kong Limited	-	Subsidiary	100%

A separate statement containing the salient features of the financial statement of the said subsidiary in "Form AOC-1" which is annexed as Annexure B.

10) DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3) (c) of the Companies Act, 2013, and based on the information provided by management, your Director''s state that:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2018 the applicable accounting standards have been followed.

2. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the State of affairs of the Company as on March 31^st, 2018 and of the profit and loss of the Company for the year ended on that date.

3. Proper and sufficient care to the best of their knowledge and ability 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.

4. The Annual Accounts of the Company have been prepared on going concern basis.

5. 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.

6. 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.

11) NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on the company''s policies and strategy apart from other Board matters. During the Financial year 2017-2018, Board meetings were held 20 times as follows; 25.04.2017, 01.05.2017, 23.05.2017, 30.05.2017, 17.06.2017, 22.06.2017, 30.06.2017, 01.08.2017, 04.09.2017, 05.09.2017, 20.09.2017, 11.10.2017, 02.11.2017, 14.11.2017, 28.11.2017, 06.12.2017, 05.01.2018, 22.01.2018, 01.02.2018, 24.02.2018.

12) BOARD COMMITTEES:

Your company has formed following Committees of the Board in accordance with Companies Act, 2013:

- Audit Committee

The Audit Committee comprises Mr. Vaibhav Shastri as Chairman, Mr. Arvind Singh and Mr. Vishwamani Tiwari as the members. The Committee is assigned role, powers and responsibilities as provided under Section 177 of the Companies Act, 2013.

- Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises Mr. Vaibhav Shastri as Chairman, Mr. Arvind Singh and Mr. Alberto Zummo as the members. The Committee is formed for the purpose of recommending the Nomination and Remuneration and evaluation of the Directors'' performance.

13) POSTAL BALLOT:

There were no postal ballot conducted during the year 2017-18.

14) CORPORATE SOCIAL RESPONSIBILITY 1CSR1:

The provisions of the CSR expenditure and Composition of Committee, as provided in the Section 135 of the Companies Act, 2013, are not applicable to the company.

15) STATUTORY AUDITORS:

M/ s. Mahesh C. Solanki & Co. (FRN: 06228C), Chartered Accountants, were appointed as Statutory Auditors from the conclusion of the 10th Annual General Meeting till the conclusion of 15th Annual General Meeting of the company subject to ratification at every AGM during the continuation of their tenure.

16) INTERNAL AUDITORS:

During the year, Company has appointed M/ s. Bharat J. Rughani & Co. as an Internal Auditor for the Financial Year 2017-18 to conduct Internal Audit on such terms and conditions as decided mutually.

17) AUDITORS REPORT:

The Observations made in the Auditors'' Report are self-explanatory and therefore do not call for any further comments under Section 134(3) of the Companies Act, 2013.

18) COMMENTS ON AUDITORS'' REPORT:

There is a qualified Opinion made by M/s. Mahesh C. Solanki & Co., Statutory Auditors, in their Audit Report. The reply of the management is as below:

The management is of the view that the qualification made by the auditor has no implications on earning capacity or profitability of the Company. The qualifications are procedural in nature and which are the internal procedure / matter and can be managed. External Confirmation of Balances of sundry debtors and creditors are in process and management is assured of the amount stated in books are actually receivable and payable. Therefore, no provision is required on account of non confirmations as Management is quite confident that all the debtors/creditors are considered good and do not require any provision.

19) INTERNAL CONTROL AND ITS ADEQUACY:

The Company has a well-placed, proper and adequate internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The Company''s internal financial control system also comprises due compliances with Company''s policies and Standard Operating Procedures (SOPs) and audit and compliance by in-house Internal Audit Division, supplemented by internal audit checks from Independent Internal Auditors of the Company.

20) PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

21) EXTRACT OF ANNUAL RETURN:

Pursuant to the requirements under Section 92(3) read with Rule 12(1) of Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is given in the Report as Annexure C.

22) 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 have been no material changes occurred subsequent to the close of the financial year of the company to which the balance sheet relates and the date of the report.

23) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE.

There has been no material order passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

24) RISK MANAGEMENT AND INTERNAL CONTROLS:

The Company has the risk management and internal control framework in place commensurate with the size of the Company. However Company is trying to strengthen the same. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.

25) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

- Conservation of Energy

The company has taken various in -house measures to conserve the electricity and energy.

- Technology Absorption

Technology absorption and innovation is a continuous process in the company.

- Foreign Exchange:

There was no Foreign Exchange Transaction during the year.

26) POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The company has framed policy and Constitute Internal Committees for Redressal of Sexual Harassment in accordance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2017-18, no cases in the nature of sexual harassment were reported at any workplace of the company.

27) DIRECTORS:

A. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Anand Khemani, Independent Director tendered his resignation on 01st August, 2017.

Mr. Parag Malde, Whole Time Director was appointed as Chief Financial Officer w.e.f. 01^st February, 2018.

Mr. Alberto Zummo, was appointed as Independent Director w.e.f. 24^th February, 2018

Except as above, there was no other change that took place in the positions of directors and KMP''s in the Company.

B .DECLARATION BY INDEPENDENT DIRECTOR:

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6).

C. FORMAL ANNUAL EVALUATION:

The Nomination & Remuneration Committee (hereinafter known as ''NRC'') had formulated policy (approved by the board) on performance evaluation of the whole board, its committees, individual directors and KMP''s. As per the Policy, performance evaluation of:

- Independent directors has been done by the whole board excluding the director being evaluated and submit its report to NRC;

- Non-Independent directors including chairman has been done by independent directors and submit its report to NRC;

- Committees of the board and KMP''s have been done by the board of directors and submit its report to NRC.

NRC reviews the reports of the Independent Directors and Board and accordingly, recommends the appointment/re-appointment/continuation of Directors to the Board. Based on the recommendation of NRC, Board will take the appropriate action.

28) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Related Party Transactions are stated in the "Annexure D" annexed to this report.

29) SECRETARIAL AUDIT REPORT:

The Board has appointed Tariq Budgujar & Co., Practicing Company Secretaries as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013. The Report of the Secretarial Auditor is annexed to the Report as per Annexure E.

30) VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established vigil mechanism for directors and employees to report genuine concerns of fraud & misconduct in the company and the vigil policy is uploaded on the website of the company www.prabhatgroup.net.

31) MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report covering a wide range of issues relating to Industry Trends, Company Performance, SWOT analysis, Corporate Process, Business Outlook among others is annexed to this Report in Annexure F for the year ended March 31^st, 2018.

32) OTHER DETAILS:

- No Change in the nature of the business of the company during the year;

- No change of the name of the company during the year;

33) ACKNOWLEDGEMENT:

The Board of Directors wishes to express sincere thanks to Members, Bankers, Clients, Financial Institutions, Customers, Suppliers and Employees of Companies for extending support during the year. Your Directors express their deep sense of appreciation towards all the employees and staff of the company and wish the management all the best for achieving greater heights in the future.

For and On behalf of the Board

PRABHAT TELECOMS (INDIA) LIMITED

SD/-

Mr. Vishwamani Tiwari

Chairman & Managing Director

DIN: 01932624

Date: 6^th June, 2018

Place: Mumbai

---

Mar 31, 2016

The Directors are pleased to present the 9^th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2016. The Management Discussion & Analysis is also incorporated into this Report.

1) FINANCIAL RESULTS:

Summary of the Company’s financial performance for F.Y. 2015-2016 as compared to the previous financial year is given below:

(Figures)

Particulars	F.Y. 2015 - 2016	F.Y. 2014 - 2015	F.Y. 2015 - 2016
	Standalone	Standalone	Consolidated
Revenue from operations	3,16,71,94,734	3,03,26,73,391	3,36,04,14,870
Revenue from Other Income	34,53,434	96,62,338	34,53,434
Total Revenue	3,17,06,48,168	3,04,23,35,729	3,36,38,68,305
Profit/Loss before Depreciation & Interest	13,37,92,125	11,33,35,310	13,58,71,077
Depreciation & Amortization	2,12,42,606	2,65,36,339	2,12,42,606
Interest Cost	9,42,93,016	7,49,40,167	9,42,99,969
Profit/Loss After Depreciation & Interest	1,82,56,503	1,18,58,804	2,03,28,501
Provision for Tax	73,12,343	6,00,911	74,92,989
Profit After Tax	1,09,44,160	1,12,57,892	1,28,35,512
EPS	1.32	1.35	0.15

2) HIGHLIGHTS:

During the year under review, your company has reported a Consolidated Turnover of Rs. 3,36,38,68,305/- including other income. The Turnover of the Company has increased because the Company has PAN India Sales of Telecommunication Products including mobile handsets, wireless dongles, data-cards, data products and mobile / telecom accessories.

3) SHARE CAPITAL:

The Paid Up Equity Capital as on March 31, 2016 was Rs. 8,31,48,000/- During the year under review, the Company has not issued bonus shares nor issued shares with differential voting rights nor granted stock options nor sweat equity and neither bought back its own securities.

4) TRANSFER TO RESERVE AND SURPLUS:

There was no transfer to General Reserve and Surplus during the year ended March 31, 2016.

5) NON ACCEPTANCE OF PUBLIC DEPOSITS:

The Company has not accepted any public deposits as defined under Section 73 (1) of the Companies Act, 2013 during the Financial Year 2015-16.

6) DIVIDEND:

With a view to strengthening the financial position of the company, Your Board of Director’s have not recommended any dividend for the financial year 2015-16.

7) POLICIES ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

The policies of the Company on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act is appended as Annexure A to this Report.

8) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The company has not given any loans or guarantees covered under the provision of section 186 of the Companies Act, 2013. There is no investment and guarantee made during the year.

9) DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

SL.	Name and address	CIN / GLN	Holding/	% of
No.	of the Company		Subsidiary	shares
			/ Associate	held
1.	Prabhat Telecoms Hong Kong Limited	-	Subsidiary	100%

A separate statement containing the salient features of the financial statement of the said subsidiary in “Form AOC-1” which is annexed as Annexure B.

10) DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3) (c) of the Companies Act, 2013, and based on the information provided by management, your Directors’ state that:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2016 the applicable accounting standards have been followed.

2. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the State of affairs of the Company as on March 31, 2016 and of the profit and loss of the Company for the year ended on that date.

3. Proper and sufficient care to the best of their knowledge and ability 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.

4. The Annual Accounts of the Company have been prepared on going concern basis.

5. 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.

6. 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.

11) OFFER FOR SALE (OFS):

The Company obtained consent of the Board in its Meeting held on 29^th February, 2016 for making Offer For Sale in aggregate of 22,00,000 Equity Shares of Rs. 10/- each at an Offer price of Rs. 51/- each by the Selling Shareholders i.e. Mr. Vishwamani M Tiwari and M/s. Vee Three Informatics Limited, pursuant to Section 23 of the Companies Act, 2013 and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and other applicable laws, rules, regulations from time to time.

12) TRADING APPROVAL OF BSE:

The Company received an approval dated 2^nd August, 2016 from BSE for listing of equity shares on the SME platform of Bombay Stock Exchange bearing Scrip Code 540027.

13) NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on the company’s policies and strategy apart from other Board matters. During the Financial year 2015-2016, Board meetings were held 19 times as follows; 03.04.2015 , 28.04.2015 , 02.05.2015 , 07.05.2015 , 09.06.2015 , 06.07.2015 , 01.08.2105 , 02.09.2015, 21.10.2015 , 19.11.2015 , 30.11.2015 , 05.12.2015 , 26.12.2015 , 23.01.2016 , 29.01.2016 , 04.02.2016 , 18.02.2016 , 29.02.2016 , 12.03.2016.

14) BOARD COMMITTEES:

Your company has formed following Committees of the Board in accordance with Companies Act, 2013:

- Audit Committee

The Audit Committee comprises Mr. Vaibhav Shastri as Chairman, Mr. Atul Bhatkhalkar and Mr. Vishwamani Tiwari as the members. The Committee is assigned role, powers and responsibilities as provided under Section 177 of the Companies Act, 2013.

- Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises Mr. Vaibhav Shastri as Chairman and Mr. Atul Bhatkhalkar and Mr. Vishwamani Tiwari as the members. The Committee is formed for the purpose of recommending the Nomination and Remuneration and evaluation of the Directors’ performance.

15) POSTAL BALLOT:

No postal ballot was held during the year 2015-2016.

16) CORPORATE SOCIAL RESPONSIBILITY TCSR1:

The provisions of the CSR expenditure and Composition of Committee, as provided in the Section 135 of the Companies Act, 2013, are not applicable to the company.

17) STATUTORY AUDITORS:

M/s Rajiv Sood & Co. (FRN: 10478N), Chartered Accountants, were appointed as Statutory Auditors from the conclusion of the 7th Annual General Meeting till the conclusion of 12th Annual General Meeting of the company subject to ratification at every AGM during the continuation of their tenure.

18) INTERNAL AUDITORS:

During the year, Company has appointed M/S SSRV & Associates as Internal Auditor for the Financial Year 2015-16 to conduct Internal Audit on such terms and conditions as decided mutually.

19) AUDITORS REPORT:

The Observations made in the Auditors’ Report are self-explanatory and therefore do not call for any further comments under Section 134 (3) of the Companies Act, 2013.

20) COMMENTS ON AUDITORS’ REPORT:

There are no qualifications, reservations, adverse remarks or disclaimers made by M/s. Rajeev Sood & Co., Statutory Auditors, in their Audit Report. The Auditors Report to the Shareholders is self-explanatory and therefore do not call for any further comments.

21) INTERNAL CONTROL AND ITS ADEQUACY:

The Company has a well-placed, proper and adequate internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The Company’s internal financial control system also comprises due compliances with Company’s policies and Standard Operating Procedures (SOPs) and audit and compliance by in-house Internal Audit Division, supplemented by internal audit checks from Independent Internal Auditors of the Company.

22) PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

23) EXTRACT OF ANNUAL RETURN:

Pursuant to the requirements under Section 92(3) read with Rule 12(1) of Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is given in the Report as Annexure C.

24) 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 have been no material changes occurred subsequent to the close of the financial year of the company to which the balance sheet relates and the date of the report.

25) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE.

There has been no material order passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

26) PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:

In terms of the provisions of Section 197 of the Companies Act, 2013 the Company has inadequate profits hence Schedule V is applicable to the company. The remuneration paid by the Company to its Directors has been approved by the members in the Extra Ordinary General Meeting held on 06^th June, 2016 and approval for proposed remuneration is in line with the applicable provision stated in Schedule V.

27) RISK MANAGEMENT AND INTERNAL CONTROLS:

The Company has the risk management and internal control framework in place commensurate with the size of the Company. However Company is trying to strengthen the same. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.

28) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

- Conservation of Energy

The company has taken various in -house measures to conserve the electricity and energy.

- Technology Absorption

Technology absorption and innovation is a continuous process in the company.

- Foreign Exchange:

There was no Foreign Exchange Transaction during the year.

29) POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The company has recently framed policy and Constitute Committee for Sexual Harassment in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2015-16, no cases in the nature of sexual harassment were reported at any workplace of the company.

30) DIRECTORS:

A.CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Ms. Dipti More was appointed as Additional Director w.e.f. 4^th April, 2015 and was regularized as a Director in the 8^th Annual General Meeting held on 30^th September, 2015. Pursuant to Section 152 of the Companies Act, 2013, Ms. Dipti More is due to retire by rotation in the ensuing AGM and being eligible, offers herself for reappointment.

Mr. Kalanad Sathi, Independent Director tendered his resignation on 09^th June, 2015.

Mr. Amit Pandit, was appointed as Chief Financial Officer w.e.f. 26^th December, 2015.

Mrs. Mittal Shah tendered her resignation on 26th December, 2015.

Mr. Lijo Varghese was appointed as Company Secretary w.e.f. 04^th February, 2016.

Except as above, there was no other change that took place in the positions of directors and KMP’s in the Company.

B.DECLARATION BY INDEPENDENT DIRECTOR:

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6).

C. FORMAL ANNUAL EVALUATION:

The Nomination & Remuneration Committee (hereinafter known as ‘NRC’) had formulated policy (approved by the board) on performance evaluation of the whole board, its committees, individual directors and KMP’s. As per the Policy, performance evaluation of;

- independent directors has been done by the whole board excluding the director being evaluated and submit its report to NRC;

- non-independent directors including chairman has been done by independent directors and submit its report to NRC;

- Committees of the board and KMP’s have been done by the board of directors and submit its report to NRC.

NRC reviews the reports of the Independent Directors and Board and accordingly, recommends the appointment/re-appointment/continuation of Directors to the Board. Based on the recommendation of NRC, Board will take the appropriate action.

31) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Related Party Transactions are stated in the Annexure D annexed to this report.

32) SECRETARIAL AUDIT REPORT:

The Board has appointed Mr. Nitesh Chaudhary, Practicing Company Secretaries as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013. The Report of the Secretarial Auditor is annexed to the Report as per Annexure E.

33) VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established vigil mechanism for directors and employees to report genuine concerns of fraud & misconduct in the company and the vigil policy is uploaded on the website of the company www.prabhatgroup.net.

34) MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report covering a wide range of issues relating to Industry Trends, Company Performance, SWOT analysis, Corporate Process, Business Outlook among others is annexed to this Report in Annexure F for the year ended March 31,2016.

35) OTHER DETAILS:

- No Change in the nature of the business of the company during the year;

- No change of the name of the company during the year;

36) ACKNOWLEDGEMENT:

The Board of Directors wishes to express sincere thanks to Members, Bankers, Clients, Financial Institutions, Customers, Suppliers and Employees of Companies for extending support during the year. Your Directors express their deep sense of appreciation towards all the employees and staff of the company and wish the management all the best for achieving greater heights in the future.

For and On behalf of the Board

PRABHAT TELECOMS (INDIA) LIMITED

Sd/-

Mr. Vishwamani Tiwari

(Chairman & Managing Director)

DIN: 01932624

Date: 31^st August, 2016

Place: Mumbai