To,
The Members of Praveg Limited
The Board of Directors present this Annual Report of Praveg Limited
(the Company or Praveg) along with the Audited Financial Statements for the financial year
ended March 31,2023 (FY 2022-23).
FINANCIAL PERFORMANCE
The Audited Financial Statements of the Company as on March 31, 2023,
are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the
Companies Act, 2013 ("Act").
The summarized financial highlight is depicted below:
FINANCIAL RESULTS AND
APPROPRIATIONS |
STANDALONE |
CONSOLIDATED |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Income |
|
|
|
|
Income from Operations |
8437.92 |
4498.86 |
8447.76 |
4524.96 |
Other Income |
38.04 |
4.19 |
38.04 |
4.19 |
Total Income |
8475.96 |
4503.05 |
8485.80 |
4529.15 |
Expenses |
|
|
|
|
Events & Site Expenses |
2895.26 |
1764.24 |
2898.02 |
1774.63 |
Employee Benefit Expenses |
664.13 |
476.87 |
664.13 |
476.86 |
Financial Costs |
68.99 |
50.07 |
69.03 |
50.08 |
Depreciation And Amortisation Expenses |
608.76 |
267.87 |
608.76 |
267.87 |
Other Expenses |
392.10 |
287.63 |
393.87 |
301.92 |
Profit/(Loss) before loss of Share of Joint
Venture, |
3846.71 |
1656.37 |
3851.99 |
1657.79 |
Exceptional Items & Tax Expenses |
|
|
|
|
Share of profit /(loss) from Joint Venture |
0.00 |
0.00 |
0.00 |
0.00 |
Profit/(Loss) before Exceptional Items & Tax
Expenses |
3846.71 |
1656.37 |
3851.99 |
1657.79 |
Exceptional Items |
0.00 |
0.00 |
0.00 |
0.00 |
Profit /(loss) before tax |
3846.71 |
1656.37 |
3851.99 |
1657.79 |
Tax Expense |
1008.69 |
433.59 |
1008.69 |
433.59 |
Current Tax |
978.38 |
431.56 |
978.38 |
431.56 |
Deferred Tax |
30.31 |
2.03 |
30.31 |
2.03 |
Profit/(Loss) for the period / year from |
2838.02 |
1222.78 |
2843.30 |
1224.20 |
continuing operations |
|
|
|
|
Profit/(Loss) from discontinued operations |
0 |
0 |
0 |
0 |
Tax expenses of discontinued operations |
0 |
0 |
0 |
0 |
Profit for the period |
2838.02 |
1222.78 |
2843.30 |
1224.20 |
Other comprehensive income |
|
|
|
|
a. Items that will not be reclassified to
profit or loss: |
|
|
|
|
i) Remeasurement of defined employee benefit
plan |
(2.32) |
(0.19) |
(2.32) |
(0.19) |
ii) Income tax relating to item that will not
be |
0.58 |
0.05 |
0.58 |
0.05 |
reclassified to profit or loss |
|
|
|
|
Total Other Comprehensive Income (Net of Tax) |
(1.74) |
(0.14) |
(1.74) |
(0.14) |
Total Comprehensive Income for the period / Year |
2836.28 |
1222.64 |
2841.56 |
1224.06 |
Paid up equity share capital (Face Value ' 10 per
share) |
2092.21 |
1848.41 |
2841.56 |
1848.41 |
Earnings per Equity Share (Basic) (in ') |
14.75 |
6.61 |
14.78 |
6.62 |
Earnings per Equity Share (Diluted) (in ') |
14.62 |
6.65 |
14.64 |
6.65 |
RESULTS OF OPERATIONS & STATE OF COMPANY'S AFFAIRS
The key aspects of your Company's performance during the financial year
2022-23 are as follows:
Standalone Financial Results:
Revenue from operations increased by 88.23% at ' 8475.96 lakhs
(previous year ' 4503.05 lakhs). Profit before Tax increased by 132.24 % to ' 3846.71lakhs
(previous year ' 1656.38 lakhs). Profit after Tax is ' 2838.02 lakhs (previous year '
1222.79 lakhs).
Consolidated Financial Results:
The Company achieved consolidated Revenue of ' 8485.80 lakhs (previous
year ' 4529.15 lakhs) and Profit before Tax stood at ' 3851.99 lakhs for the year under
review (previous year ' 1657.79 lakhs).
DIVIDEND
The company continues to evaluate and manage its dividend policy to
build long term shareholder value. The Board of Directors of the Company at its meeting
held on May 30, 2023 has recommended the Final Dividend of 45% i.e. ' 4.5 /- (Four rupees
and fifty paisa only) per equity share of ' 10/- each, which is subject to the approval of
members at the ensuing Annual General Meeting.
The Board of Directors of the Company has approved the Dividend
Distribution Policy in accordance with the provisions of Regulation 43A of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI
LODR"). This policy is available on your Company's website at
https://praveg.com/code_of_conduct_and_policies/Dividend_ Distribution_Policy_PL.pdf.
CAPITAL STRUCTURE OF THE COMPANY
The Company's paid-up equity share capital continues to stand at '
2092.21 lakhs as on March 31,2023. During the FY 202223, your Company has issued 24,37,980
(Twenty Four Lakhs Thirty Seven Thousand Nine Hundred Eighty) equity shares of face value
of ' 10/- each at a price of ' 229/- each payable in cash, aggregating upto ' 55.83 crore
and 12,00,000 (Twelve Lakhs) warrants, each convertible into, or exchangeable for, 1 (one)
fully paid-up equity share of your Company of face value of '10/- each ('Warrants') at a
price of ' 268/- each payable in cash ('Warrants Issue Price'), aggregating upto ' 32.16
crore. The warrant holders have paid 25% of the warrant issue price and have options to
convert the warrants within a period of 18 months i.e. by August 10, 2024.
Your Company does not have any scheme for the issue of shares,
including sweat equity to the Employees or Directors of your Company.
TRANSFER TO RESERVES
The Board of Directors of the Company has not transferred any amount to
the Reserves for the period ended March 31,2023.
MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments affecting the financial
position of the Company between the end of the financial year and the date of this report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
As of March 31, 2023, the Company has four subsidiaries and one joint
venture. The Company had incorporated two wholly owned Subsidiaries i.e. Praveg Adalaj
Tourism Infrastructure Private Limited and Praveg Safaris Kenya Limited during FY 2022-23.
Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made
thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared
Consolidated Financial Statements of the Company and a separate statement containing the
salient features of Financial Statement of subsidiaries and joint venture in the
prescribed format AOC-1 is appended as Annexure-I to the Board's report.
The Annual Financial Statements and related detailed information of the
subsidiaries and joint venture shall be made available to the shareholders of the holding
and subsidiaries and joint venture seeking such information on all working days during
business hours. The financial statements of the subsidiaries and joint venture shall also
be kept for inspection by any shareholders during working hours at your Company's
registered office and that of the respective subsidiaries and joint venture concerned. In
accordance with Section 136 of the Act, the Audited Financial Statements, including
Consolidated Financial Statements and related information of your Company and audited
accounts of each of its subsidiary joint venture, are available on website of the Company
at www.praveg.com under the 'Investor Relations' section.
The Board of Directors of your Company has approved a Policy for
determining material subsidiaries in line with the Listing Regulations. The Policy is
available on the Company's website (https://praveg.com/code-of-conduct-and-policies/).
Pursuant to Section 134 of the Act read with rules made thereunder, the
details of developments of subsidiaries and joint venture of the Company are covered in
the Management Discussion and Analysis Report, which forms part of this Annual Report.
ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of
the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014,
the draft of the Annual Return of the Company for the financial year ended March 31,2023
is uploaded on the website of the Company and can be accessed at www.praveg.com.
PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS
Particulars of loan given, investments made, guarantees given and
securities provided covered under the provisions of Section 186 of the Companies Act, 2013
are provided in the notes to the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All Related Party Transactions entered into during the financial year
were on an arm's length basis and were in the ordinary course of business. Your Company
had not entered into any transactions with the related parties which could be considered
material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure
of related party transactions as required under Section 134(3)(h) of the Companies Act,
2013 in form AOC-2 is not applicable.
The Board of the Company has adopted the Policy and procedure with
regard to Related Party Transactions. The policy envisages the procedure governing the
materiality of Related Party Transactions and dealing with Related Party transactions
required to be followed by Company to ensure compliance with the Law and Regulation. The
said Policy is available on the website of the Company at
https://praveg.com/code_of_conduct_and_policies/10.-Related-Party-Transactions-
Policy_PCL.pdf.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors affirms that the Company has complied with the
applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of
India, which have mandatory application during the FY 2022-23 under review.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS
Separate reports on Corporate Governance compliance and Management
Discussion and Analysis as stipulated by the SEBI Listing Regulations forms part of this
Annual Report alongwith the required Certificate from Practising Company Secretary
regarding Compliance of the conditions of Corporate Governance as stipulated.
In Compliance with Corporate Governance requirements as per the SEBI
Listing Regulations, your Company has formulated and implemented a Code of Business
Conduct and Ethics for all Board Members and Senior Management Personnel of the company,
who have affirmed the compliance thereto.
DIRECTORS' RESPONSIBILITY STATEMENT
As stipulated in Section 134(3)(c) read with sub-section (5) of the
Companies Act, 2013, to the best of their knowledge and ability state that:
a) In the preparation of annual accounts for the year ended March
31,2023, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
b) The Directors have 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 as at March 31, 2023
and of the profit or loss of the Company for the year ended on that period;
c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013, for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d) The Directors have prepared the annual accounts on a going concern
basis;
e) The Directors have laid down the internal financial controls to be
followed by the Company and that such Internal Financial Controls are adequate and are
operating effectively; and
f) The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Directorate:
As of March 31,2023, your Company's Board had seven members comprising
of Two Executive Director, One Non-Executive and Non-Independent Directors and Four
Non-Executive Independent Directors. The Board has one woman Director. The details of
Board and Committee composition, tenure of Directors, areas of expertise and other details
are available in the Corporate Governance Report, which forms part of this Annual Report.
The members of the Board of Directors of the Company are of proven
competence and integrity. Besides having financial literacy, experience, leadership
qualities and the ability to think strategically, the Directors have a significant degree
of commitment to the Company and devote adequate time for the meetings, preparation and
attendance.
During the FY 2022-23, following changes took place:
Appointments/Re-appointments
Ms. Prolina Barada was appointed as an Executive Director of the
Company by the members at 27th Annual General Meeting held on November 28, 2022 with
effect October 28, 2022 for a period of five years.
The Board of Directors based on the recommendation of the Nomination
and Remuneration Committee, recommended appointment of Ms. Pooja Khakhi as an Independent
Director of the Company for a term of 5 (five) consecutive years with effect from May 30,
2023.
The Board of Directors based on the recommendation of the Nomination
and Remuneration Committee, recommended appointment of Mr. Bhumit Patel as an Executive
Director (Projects) of the Company for a term of 5 (five) consecutive years with effect
from August 14, 2023.
The Board of Directors based on the recommendation of the Nomination
and Remuneration Committee, recommended appointment of Ms. Bijal Parikh as an Executive
Director (Finance) of the Company for a term of 5 (five) consecutive years with effect
from August 14, 2023.
Cessation
Mrs. Sunita Patel, Non-Executive Director tendered her resignation from
the position of Director with effect from October 28, 2022. The Board noted and accepted
her resignation at its meeting held on October 28, 2022 and the Board places on record its
immense appreciation for her contribution during her tenure as a Non-Executive Director of
the Company.
Ms. Prolina Barada, Executive Director of the Company has tendered her
resignation from the position of Director with effect from August 14, 2023. The Board
noted and accepted her resignation at its meeting held on August 14, 2023 and the Board
places on record its immense appreciation for her contribution during her tenure as an
Executive Director of the Company. Retirement by Rotation
In accordance with the provisions of Section 152 of the Act, read with
rules made thereunder and Articles of Association of the Company, Mr. Vishnukumar Patel
(DIN: 02011649), retires by rotation at the ensuing Annual General Meeting (AGM) and being
eligible, offers herself for re-appointment.
B. Key Managerial Personnel:
As of March 31,2023, your Company's Board had three Key Managerial
Personnel:
Paraskumar Patel - |
Managing Director |
Dharmendra Soni - |
Chief Financial Officer |
Mukesh Chaudhary - |
Company Secretary |
During the FY 2022-23 under review, Mr. Mukesh Chaudhary, Company
Secretary resigned w.e.f. April 15, 2022. Mr. Viral Doshi, Chief Financial Officer
resigned w.e.f. June 15, 2022 from the Company.
The Board placed on record its appreciation for the valuable services
rendered by Mr. Mukesh Chaudhary and Mr. Viral Doshi. The Company appointed Ms. Pratixa
Seju as Company Secretary of the Company w.e.f. April 15, 2023. Ms. Pratixa Seju, Company
Secretary resigned w.e.f. June 30, 2023 from the Company.
Based on the recommendation of the Nomination and Remuneration
Committee, the Board of Directors of the Company appointed Mr. Mukesh Chaudhary as Company
Secretary w.e.f. July 1,2022.
C. Independent Directors
The Company's Independent Directors have submitted requisite
declarations confirming that they continue to meet the
criteria of independence as prescribed under Section 149(6) of the Act
and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also
confirmed that they have complied with Schedule IV of the Act and the Company's Code of
Conduct.
All the Independent Directors of the Company have confirmed that they
are not aware of any circumstance or situation, which exist or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgment and without any external influence. Further, the Board
after taking these declarations/disclosures on record and acknowledging the veracity of
the same concluded that the Independent Directors are persons of integrity and possess the
relevant expertise and experience to qualify as Independent Directors of the Company and
are Independent of the Management.
The Board is of the opinion that all the Independent Directors of the
Company strictly adhere to corporate integrity, possesses requisite expertise, experience
and qualifications to discharge the assigned duties and responsibilities as mandated by
the Companies Act, 2013 and Listing Regulations diligently.
The Policy for selection of Directors and determining Directors'
independence sets out the guiding principles for the Nomination and Remuneration Committee
for identifying persons who are qualified to become Directors and to determine the
independence of Directors, in case of their appointment as Independent Directors of the
Company. The Policy also provides for the factors in evaluating the suitability of
individual Board members with diverse background and experience that are relevant for the
Company's operations. The said policy is put up on the Company's website and can be
accessed at
https://praveg.com/code_of_conduct_and_policies/T-And-C-of-Appointment-of-IDs_PCIL.pdf.
D. Policy on Directors' Appointment and Remuneration
The Nomination and Remuneration Policy for Directors, Key Managerial
Personnel and other employees sets out the guiding principles for the Nomination and
Remuneration Committee for recommending to the Board the remuneration of the Directors,
Key Managerial Personnel and other employees of the Company. The policy is available on
the Company's website at
https://praveg.com/code_of_conduct_and_policies/6-Nomination-RemunerationPolicy_PCL.pdf.
E. Mechanism for Evaluation of the Board
The Company has devised a Board Evaluation Framework for performance
evaluation of Independent Directors, Board, NonIndependent Directors and Chairman of the
Company. Pursuant to this framework, the Board has carried out the annual evaluation of
its own performance as well as the evaluation of the working of its Committees and
individual Directors, including Chairman of the Board. This exercise was carried out
through a structured questionnaire prepared separately for Board, Committee and individual
Directors.
The Board acknowledged certain key improvement areas emerging through
this exercise and action plans to address these are in progress. The performance
evaluation of the Non-Independent Directors including Chairman was carried out by the
Independent Directors at a separate meeting of the Independent Directors on February 13,
2023. The Nomination and Remuneration Committee has further carried out evaluation of all
Directors including Independent Directors. The report of performance evaluation so arrived
at was then noted and discussed by the Nomination and Remuneration Committee. Pursuant to
the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own
performance and that of its Committees as well as performance of the Directors
individually. Feedback was sought by way of a structured questionnaire covering various
aspects of the Board's functioning such as adequacy of the composition of the Board and
its Committees, Board culture, execution and performance of specific duties, obligations
and governance and the evaluation was carried out based on responses received from the
Directors.
The evaluation is performed by the Board, Nomination and Remuneration
Committee and Independent Directors with specific focus on the performance and effective
functioning of the Board and Individual Directors.
In line with SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004, dated
January 5, 2017, the Company has adopted the criteria recommended by the SEBI.
The Directors were given Six Forms for evaluation of the following:
i) Evaluation of Board;
ii) Evaluation of Committees of the Board;
iii) Evaluation of Independent Directors;
iv) Evaluation of Chairperson;
v) Evaluation of Non-Executive and Non-Independent Directors; and
vi) Evaluation of Managing Director.
The Directors were requested to give following ratings for each
criteria:
1. Could do more to meet expectations;
2. Meets expectations; and
3. Exceeds expectations.
The Board of Directors have appointed Mr. Anand Lavingia, Practicing
Company Secretary as scrutinizer for Board evaluation process.
The Directors have sent the duly filled forms to Mr. Anand
Lavingiaafter evaluation.
Mr. Anand Lavingia based on the evaluation done by the Directors has
prepared a report and submitted the Evaluation Report. The Chairperson based on the report
of the scrutinizer has informed the rankings to each Director and also informed that based
on the Evaluation done by the Directors and also report issued by Mr. Anand Lavingia, the
performance of Directors is satisfactory, and they are recommended for continuation as
Directors of the Company
Executive Directors and Senior Management provide an overview of the
operations and familiarize the new Non-Executive Directors on matters related to the
Company's values and commitments. They are also introduced to the organisation structure,
constitution of various committees, board procedures, risk management strategies, etc.
Strategic presentations are made to the Board where Directors get an
opportunity to interact with Senior Management. Directors are also informed of the various
developments in the Company through Press Releases, emails, etc.
Senior management personnel of the Company make presentations to the
Board Members on a periodical basis, briefing them on the operations of the Company,
plans, strategy, risks involved, new initiatives, etc., and seek their opinions and
suggestions on the same. In addition, the Directors are briefed on their specific
responsibilities and duties that may arise from time to time The Statutory Auditors and
Internal Auditors of the Company make presentations to the Board of Directors on Financial
Statements and Internal Controls. They will also make presentation on regulatory changes
from time to time.
BOARD DIVERSITY
The Company has over the years been fortunate to have eminent persons
from diverse fields to serve as Directors on its Board. Pursuant to the SEBI Listing
Regulations, the Nomination & Remuneration Committee of the Board has formalised a
policy on Board Diversity to ensure diversity of the Board in terms of experience,
knowledge, perspective, background, gender, age and culture. The Policy on diversity is
available on the Company's website and can be accessed at
https://praveg.com/code_of_conduct_and_policies/8-PolicyonBoard-Diversity_PCL.pdf
AUDITORS AND AUDITORS' REPORT
Statutory Auditors
M/s. B. K. Patel & Co., Chartered Accountants (Firm Registration
No. 112647W) Ahmedabad are the Statutory Auditors of the Company for the year ended March
31,2023.M/s. B. K. Patel & Co., Chartered Accountants (Firm Registration No. 112647W)
were appointed as the Statutory Auditors of the Company for a term of 5 (five) consecutive
years at the Annual General Meeting held on September 28, 2020. They have confirmed their
eligibility and qualifications required under the Act for holding office as Statutory
Auditors of the Company.
The Notes on financial statement referred to in the Auditors' Report
are self-explanatory and do not call for any further comments. The Auditors' Report does
not contain any qualification, reservation, adverse remarkor disclaimer. The Auditors'
Report is enclosed with the financial statements forming part of this Annual Report.
Disclosure of total fees paid to Statutory Auditor, on a consolidated
basis
Total fees for all services paid by the Company and its subsidiaries,
on a consolidated basis, to statutory auditors of the Company and other firms in the
network entity of which the statutory auditors are a part, during the year ended March 31,
2023, is Rs. 8.00 lakhs.
Secretarial Auditor
In terms of the provisions of Section 204 of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board
had appointed Mr. Anand Lavingia, Practicing Company Secretary, Ahmedabad, as the
Secretarial Auditor for conducting Secretarial Audit of the Company for the financial year
ended March 31,2023.
The report of the Secretarial Auditor is given in Annexure-II. The
Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.
ANNUAL SECRETARIAL COMPLIANCE REPORT
The Company has undertaken an audit for the Financial Year ended March
31,2023 for all applicable compliances as per the Securities and Exchange Board of India
Regulations and Circulars/Guidelines issued there under. The Annual Secretarial Compliance
Report issued by Mr. Anand Lavingia Practicing Company Secretary has been submitted to the
Stock Exchanges within 60 days of the end of the Financial Year.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
A. Conservation of Energy
Being a responsible Company, Praveg's daily operations are not
energy-intensive. The Company follows energy efficient practices to contribute its bit in
energy conservation.
i) Steps taken or impact on conservation of energy:
The Company believes that energy conservation is a collective effort
and works towards ensuring implementation of energy efficient techniques by the staff by
providing training and conducting awareness programmes.
ii) Steps taken for utilization of alternate sources of energy:
1. The Company follows energy-efficient techniques like limiting the
use of artificial lights and encouraging use of natural light as much as possible.
2. The Company uses energy efficient CFL or LED lights in place of
regular bulbs to save energy.
3. The Staff has been advised to use hibernation mode on Computers when
it is not in use.
4. All the employees are trained of the energy-saving features of
appliances and other electronics like the printers and air- conditioners.
5. The company ensures to replace the outdated electronic equipment
with certified energy efficient ones.
iii) Capital investment on energy conservation equipments:
No significant capital investment is made on energy consumption
equipment which can be quantified.
B. Technology absorption
Operations of the company do not involve any kind of special technology
and there was no expenditure on research & development during this financial year.
i) Efforts made towards technology absorption |
: Not Applicable |
ii) Benefits derived |
: Not Applicable |
iii) Details of Technology Imported in last
three years |
|
a) Details of Technology imported |
: Not Applicable |
b) Year of import |
: Not Applicable |
c) whether the technology been fully absorbed |
: Not Applicable |
d) if not fully absorbed, areas where
absorption has not |
|
taken place, and the reasons thereof |
: Not Applicable |
iv) Expenditure incurred on Research and
Development |
: Not Applicable |
C. Foreign Exchange Earnings and Outgo
During the Financial Year, the foreign exchange earned in terms of
actual inflows was NIL, whereas the foreign exchange in terms of actual outflows was NIL.
PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION
The information required pursuant to Section 197 of the Companies Act,
2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are provided separate annexure forming part of this Report as
Annexure III.
The statement containing particulars of employees as required under
Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request. In
terms of Section 136 of the Companies Act, 2013, theReport and Accounts are being sent to
the members and others entitled thereto, excluding the information on employees'
particulars which is available for inspection by the members at the Registered Office of
the Company during business hours on working days of the company up to the date of ensuing
Annual General Meeting. If any member is interested in inspecting the same, such member
may write to the company secretary in this regard.
LISTING AT STOCK EXCHANGE
The Company's equity shares are listed on the BSE Limited, Phiroze
JeeJeebhoy Towers, Dalal Street,
Mumbai - 400 001, Maharashtra, India
The Company has paid the Annual Listing Fees to the BSE Limited for the
Financial Year 2022-23.
DISCLOSURES
Meetings of the Board
Fourteen Meetings of the Board of Directors were held during the year.
The particulars of the meetings held and attended by each Director are detailed in the
Corporate Governance Report.
Committees of the Board
Details of various committees constituted by the Board of Directors as
per the provision of the SEBI Listing Regulations and the Companies Act, 2013 are given in
the Corporate Governance Report which forms part of this Annual Report.
Audit Committee
The Audit Committee comprises Mr. Ajit Panda (Chairman), Mr. Jaladhi
Shah and Mr. Rajendrakumar Patel. During the year, all the recommendations made by the
Audit Committee were accepted by the Board.
Share Capital
The Authorised Capital of the Company is ' 40,00,00,000/- divided into
4,00,00,000 Equity Shares as on March 31,2023 and The Paid-up Share Capital of the Company
as on March 31,2023 is '20,92,20,800/- divided into 2,09,22,080 Equity Shares of '10 each
fully paid up.
Corporate Social Responsibility (CSR)
The Company has focused on several corporate social responsibility
programs. The Company continues its endeavour to improve the lives of people and provide
opportunities for their holistic development through its different initiatives in the
areas of Education, Employment enhancing vocation skills, Arts, Culture, promotion of
traditional art and handicrafts.
The Company has constituted a Corporate Social Responsibility (CSR)
Committee and has framed a CSR Policy. The policy can be accessed at
https://praveg.com/code_of_conduct_and_policies/CSR-Policy.pdf.The brief details of CSR
Committee are provided in the Corporate Governance Report. The Annual Report on CSR
activities is annexed herewith and marked as Annexure IV to this Report.
Internal Financial Controls
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by the Statutory
Auditors and the reviews performed by Management and the relevant Board Committees,
including the Audit Committee, the Board is of the opinion that the Company's internal
financial controls were adequate and effective during the financial year 2022-23.
Internal Control Systems
Adequate internal control systems commensurate with the nature of the
Company's business and size and complexity of its operations are in place and have been
operating satisfactorily.
Reclassification of Promoters / Promoter Group to Public
The Company has received approval from Stock Exchange i.e. the BSE
Limited on July 07, 2022 for the re-classification of the following Promoters and Members
of the Promoter Group of the Company from the 'Promoter and Promoter Group' category to
the 'Public' category of the shareholders of the Company, in accordance with Regulation
31A of the Listing Regulations.
Sr. No. Name of the Promoters and Members of the
Promoter Group |
Category |
1 Pravinbhai Maneklal Patel |
Promoter |
2 Jyotsnaben Pravinbhai Patel |
Promoter |
3 Jayesh Ishwarlal Patel |
Promoter Group |
4 Rajesh K Patel |
Promoter Group |
5 Manishkumar Sureshchandra Rami |
Promoter Group |
6 Kalpesh Ramanlal Patel |
Promoter Group |
7 Parag Vijaykumar Patel |
Promoter Group |
Risk Management Policy
The Board of Directors of the Company has put in place a Risk
Management Policy which aims at enhancing shareholders' value and providing an optimum
risk-reward trade off. The risk management approach is based on a clear understanding of
the variety of risks that the organisation faces, disciplined risk monitoring and
measurement and continuous risk assessment and mitigation measures.Risk Management Policy
of the Company outlines different kinds of risks and risk mitigating measures to be
adopted by the Board. The Company has adequate internal control systems and procedures to
combat risks. The said Policy is available on the website of the Company
athttps://praveg.com/code_of_conduct_and_policies/Risk_ Management_Policy_PL.pdf.
Vigil Mechanism & Whistle Blower Policy
The Company has a Vigil mechanism & Whistle blower policy under
which the employees are free to report violations of applicable laws and regulations and
the Code of Conduct. The reportable matters may be reported to the Vigilance & Ethics
Officer which operates under the supervision of the Audit Committee, as
protected disclosures through an e-mail, or dedicated telephone line or a written letter.
Employees may also report directly to the Chairman of the Audit Committee. The said Policy
is available on the website of the Company at
https://praveg.com/code_of_conduct_and_policies/11- WhistleBlowerPolicy_PCL.pdf.
Prevention of Sexual Harassment of Women at Workplace
In accordance with the requirements of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act")
and Rules made thereunder, the Company has formed Internal Committee for various
workplaces to address complaints pertaining to sexual harassment in accordance with the
POSH Act. The Company has a policy for prevention of Sexual Harassment, which ensures a
free and fair enquiry process with clear timelines for resolution. There were no
cases/complaints filed during the year under POSH Act.
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 pre-clearance 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.
INSURANCE
The assets of your Company have been adequately insured.
PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016
There are no proceedings initiated/pending against your Company under
the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the
Company.
WEBSITE
As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has
maintained a functional website namely "www.praveg.com" containing basic
information about the Company. The website of the Company is also containing information
like Policies, Shareholding Pattern, Financial Results and information of the designated
officials of the Company who are responsible for assisting and handling investor
grievances for the benefit of all stakeholders of the Company, etc.
GENERAL
Directors of the Company states 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. Details relating to deposits covered under Chapter V of the Act.
ii. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
iii. Issue of shares (including sweat equity shares) to employees of
the Company under any scheme.
iv. Fraud reported by the Auditors to the Audit Committee or the Board
of Directors of the Company
v. The Company does not have any scheme of provision of money for the
purchase of its own shares by employees or by trustees for the benefit of employees.
vi. Payment of remuneration or commission from any of its holding or
subsidiary companies to the Managing Director of the Company.
vii. Change in the nature of business of the Company.
viii. Instances of transferring the funds to the Investor Education and
Protection Fund.
ix. Under Corporate Insolvency Resolution Process under the Details of
any application fled for corporate insolvency and Bankruptcy Code, 2016.
x. Maintenance of Cost Records specified by the Central Government
under Section 148 of the Companies Act, 2013
xi. The requirement to disclose the details of difference between
amount of the valuation done at the time of onetime
settlement and the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof.
xii. There have been no significant material orders passed by the
Regulators or Courts or Tribunals which would impact the going concern status of the
Company and its future operations
CAUTIONARY STATEMENT
Certain Statements in this Annual Report may constitute "forward
looking statements". These forward-looking statements are subject to a number of
risks, uncertainties and other factors which could cause actual results to differ
materially from those suggested by forward looking statements. Important factors that
could influence the Company's operation can be affected by global and domestic demand /
supply and price conditions in the domestic and overseas markets in which the Company
operates changes in government regulations, tax laws, and other factors such as litigation
and industrial relations.
ACKNOWLEDGEMENTS
Your Company express its appreciation for the sincere co-operation and
assistance of the Central and the State Governments, authorities, bankers, customers,
suppliers and business associates. Your Directors also wish to place on record their deep
sense of appreciation for the committed services by your Company's employees. Your
Directors acknowledge with gratitude, the encouragement and support extended by our valued
shareholders.
For an on behalf of the Board of Directors
|
For and on behalf of the Board of Directors |
|
Date : August 14, 2023 |
Vishnukumar Patel |
Bijal Parikh |
Place : Ahmedabad |
Chairman |
Director |
|
DIN 02011649 |
DIN 07027983 |
|