Dear Members of
Praveg Limited
The Directors take pleasure in presenting the Twenty-Nineth Annual Report of The Praveg
Limited (the Company or Praveg) along with the Audited Financial Statements
for the Financial Year ended March 31, 2024. The consolidated performance of the Company
and its subsidiaries has been referred to wherever required.
FINANCIAL PERFORMANCE
The Audited Financial Statements of the Company as on March 31, 2024, 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 nancial highlight is depicted below:
(Rs.in Lakhs)
|
STANDALONE |
CONSOLIDATED |
FINANCIAL RESULTS AND APPROPRIATIONS |
|
|
|
|
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
Income |
|
|
|
|
Income from Operations |
9141.75 |
8437.92 |
9159.67 |
8447.76 |
Other Income |
295.57 |
38.04 |
295.57 |
38.04 |
Total Income |
9437.32 |
8475.96 |
9455.24 |
8485.80 |
Expenses |
|
|
|
|
Events & Site Expenses |
3800.19 |
2895.26 |
3815.19 |
2898.02 |
Employee Bene t Expenses |
1600.06 |
664.13 |
1600.06 |
664.13 |
Financial Costs |
238.89 |
68.99 |
238.92 |
69.03 |
Depreciation And Amortisation Expenses |
1068.09 |
608.76 |
1068.09 |
608.76 |
Other Expenses |
833.38 |
392.10 |
825.64 |
393.87 |
Total Expenses |
7540.61 |
4629.25 |
7547.90 |
4633.81 |
Profit/(Loss) before loss of Share of Joint Venture, |
1896.71 |
3846.71 |
1907.34 |
3851.99 |
Exceptional Items & Tax Expenses |
|
|
|
|
Share of pro t /(loss) from Joint Venture |
0.00 |
0.00 |
0.00 |
0.00 |
Profit/(Loss) before Exceptional Items & Tax Expenses |
1896.71 |
3846.71 |
1907.34 |
3851.99 |
Exceptional Items |
0.00 |
0.00 |
0.00 |
0.00 |
Profit /(loss) before tax |
1896.71 |
3846.71 |
1907.34 |
3851.99 |
Tax Expense |
607.36 |
1008.69 |
607.36 |
1008.69 |
Current Tax |
141.83 |
978.38 |
141.83 |
978.38 |
Deferred Tax |
465.53 |
30.31 |
465.53 |
30.31 |
Profit/(Loss) for the period / year from |
1289.35 |
2838.02 |
1299.98 |
2843.30 |
continuing operations |
|
|
|
|
Pro t/(Loss) from discontinued operations |
0 |
0 |
0 |
0 |
Tax expenses of discontinued operations |
0 |
0 |
0 |
0 |
Profit for the period |
1289.35 |
2838.02 |
1299.98 |
2843.30 |
Other comprehensive income |
|
|
|
|
a. Items that will not be reclassi ed to pro t or loss: |
|
|
|
|
i) Remeasurement of de ned employee bene t plan |
(7.29) |
(2.32) |
(7.29) |
(2.32) |
ii) Income tax relating to item that will |
1.83 |
0.58 |
1.83 |
0.58 |
not be reclassi ed to pro t or loss |
|
|
|
|
Total Other Comprehensive Income (Net of Tax) |
(5.46) |
(1.74) |
(5.46) |
(1.74) |
Total Comprehensive Income for the period / Year |
1283.89 |
2836.28 |
1294.52 |
2841.56 |
Paid up equity share capital (Face Value Rs.10
per share) 2453.26 |
2092.21 |
2453.26 |
2092.21 |
Earnings per Equity Share (Basic) (in Rs.) |
5.73 |
14.75 |
5.78 |
14.78 |
Earnings per Equity Share (Diluted) (in Rs.) |
5.62 |
14.62 |
5.66 |
14.64 |
RESULTS OF OPERATIONS & STATE OF COMPANY'S AFFAIRS
The key aspects of your Company's performance during the nancial year 2023-24 are as
follows:
Standalone Financial Results:
Revenue from operations increased by 7.86% at Rs. 9141.75 lakhs (previous year Rs.
8475.96 lakhs). Pro t before Tax stood to
Rs. 1896.71 lakhs (previous year Rs. 3846.71 lakhs). Pro t after Tax is Rs. 1289.35
lakhs (previous year Rs. 2838.02 lakhs).
Consolidated Financial Results:
The Company achieved consolidated Revenue from operations of Rs. 9159.67 lakhs
(previous year Rs. 8447.76 lakhs) and
Pro t before Tax stood at Rs. 1907.34 lakhs for the year under review (previous year
Rs. 3851.99 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 27,
2024 has recommended the Final Dividend of 10% i.e. Rs. 1 /- (One rupee 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.
MATERIAL DEVELOPMENT DURING THE FINANCIAL YEAR UNDER REVIEW AND OCCURRED
BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT
During the year under review and up to the date of this Report, the following material
events took place:
Preferential Issue
On August 14, 2023, the Securities Allotment Committee of the Board of Directors of the
Company approved allotment of 5,45,533 equity shares of face value of Rs. 10/- each at a
price of Rs. 487/- each payable in cash, aggregating upto Rs. 26.57 crore, on preferential
basis and 8,75,000 warrants, each convertible into, or exchangeable for, 1 (one) fully
paid-up equity share of your Company of face value of Rs. 10/- each (Warrants') at a
price of Rs. 487/- each payable in cash (Warrants Issue Price'), aggregating upto
Rs. 42.61 crore, on preferential basis. The warrant holders have paid 25% of the warrant
issue price and have options to convert the warrants within a period of 18 months.
On February 7, 2024, the Securities Allotment Committee of the Board of Directors of
the Company approved allotment of 14,90,000 equity shares of face value of Rs. 10/- each
at a price of Rs. 670/- each payable in cash, aggregating upto Rs. 99.83 crore, on
preferential basis.
Mergers / Demergers / Amalgamation / Restructuring:
On October 26, 2023, the Board of Directors of the Company has approved the Scheme of
amalgamation between Eulogia Inn Private Limited (the Transferor Company),
with Praveg Limited (the Transferee Company), and their respective
shareholders and creditors under Sections 230 to 232 of the Companies Act, 2013 (the
Scheme), subject to requisite statutory / regulatory approvals including the
approval of the Honourable National Company Law Tribunal, Ahmedabad Bench
(NCLT).
Employee Stock Option Plan
In terms of the recommendation of the Nomination and Remuneration Committee and that of
the Board of Directors, shareholders, at the Extraordinary General Meeting of the Company,
have approved implementation of Employee Stock Option Plan 2024 (ESOP 2024). In terms of
ESOP 2024, a total of 25,000 Options would be granted to the eligible employees of the
Company and its subsidiaries from time to time.
During the year under review, the Company has implemented the Employee Stock Option
Plan 2024 (ESOP 2024) for its employees and employees of its subsidiaries in
accordance with the Securities and Exchange Board of India (Share Based Employee Bene ts
& Sweat Equity Regulations), 2021 (SEBI SBEB Regulations). In terms of
Regulation 13 of the SEBI SBEB Regulations, the Company has obtained a certi cate from the
Secretarial Auditor of the Company stating that the ESOP 2024 has been implemented in
accordance with these regulations read with the special resolution passed by the
shareholders of the Company on April 30, 2024, a copy of which is available for inspection
at the Registered Of ce and Corporate Of ce of the Company during speci ed business hours
and the same is also available on the website of the Company www.dizcoverpraveg.com to
facilitate online inspection till the conclusion of the Meeting. Further, as required
under Regulation 14 of the SEBI SBEB Regulations the details as speci ed in Part F of
Schedule 1 to these Regulations is available on the Company's website of the Company at
www.dizcoverpraveg.com.
CAPITAL STRUCTURE OF THE COMPANY
Authorised share capital
During the year under review, there is no change in the authorised share capital of the
Company, the Authorised Capital of the Company is Rs. 40,00,00,000/- divided into
4,00,00,000 Equity Shares as on March 31, 2024.
Paid-up share capital
During the year under review and up to the date of this report, the Securities
Allotment Committee of the Board of Directors of he Company has allotted equity shares as
per details given below:
Date of Allotment |
Details of securities allotment |
Remarks |
July 25, 2023 |
71,975 fully paid equity shares of |
Conversion of 71,975 warrants into equal amoun |
|
face value of Rs. 10/- each |
of fully paid-up equity shares of Rs. 10 each, upon |
|
|
receipt of 75% of the issue price per warrant as |
|
|
Warrant Exercise Price from the
warrant-holders |
|
|
(non-promoters), as per the terms of issue of |
|
|
Warrants |
August 14, 2023 |
5,45,533 fully paid equity shares of |
Allotment of fully paid-up equity shares at |
|
face value of Rs. 10/- each |
Rs. 487/- each payable in cash, aggregating upto |
|
|
Rs. 26.57 crore, on preferential basis |
August 14, 2023 |
8,75,000 warrants, each convertible |
Allotment of warrants, each convertible into, |
|
into, or exchangeable for, 1 (one) |
or exchangeable for, 1 (one) fully paid-up equity |
|
fully paid-up equity share of face |
share of your Company of face value of Rs. 10/- |
|
value of Rs. 10/- each (Warrants') |
each (Warrants') at a price of Rs. 487/- each |
|
|
payable in cash (Warrants Issue Price') |
|
|
aggregating upto Rs. 42.61 crore, on preferential |
|
|
basis |
November 22, 2023 |
2,00,000 fully paid equity shares of |
Conversion of 2,00,000 warrants into equal |
|
face value of Rs. 10/- each |
amount of fully paid-up equity shares of Rs. 10 |
|
|
each, upon receipt of 75% of the issue price per |
|
|
warrant as Warrant Exercise Price from the |
|
|
warrant-holders (non-promoters), as per the terms |
|
|
of issue of Warrants |
January 16, 2024 |
28,025 fully paid equity shares of |
Conversion of 28,025 warrants into equal amount |
|
face value of Rs. 10/- each |
of fully paid-up equity shares of Rs. 10 each, upon |
|
|
receipt of 75% of the issue price per warrant as |
|
|
Warrant Exercise Price from the
warrant-holders |
|
|
(non-promoters), as per the terms of issue of |
|
|
Warrants |
January 25, 2024 |
49,212 fully paid equity shares of |
Conversion of 49,212 warrants into equal amount |
|
face value of Rs. 10/- each |
of fully paid-up equity shares of Rs. 10 each, upon |
|
|
receipt of 75% of the issue price per warrant as |
|
|
Warrant Exercise Price from the
warrant-holders |
|
|
(non-promoters), as per the terms of issue of |
|
|
Warrants |
January 30, 2024 |
95,600 fully paid equity shares of |
Conversion of 95,600 warrants into equal amount |
|
face value of Rs. 10/- each |
of fully paid-up equity shares of Rs. 10 each, upon |
|
|
receipt of 75% of the issue price per warrant as |
|
|
Warrant Exercise Price from the
warrant-holders |
|
|
(non-promoters), as per the terms of issue of |
|
|
Warrants |
February 7, 2024 |
14,90,000 fully paid equity shares of |
Allotment of fully paid-up equity shares at |
|
face value of Rs. 10/- each |
Rs. 670/- each payable in cash, aggregating upto |
|
|
Rs. 99.83 crore, on preferential basis |
February 12, 2024 |
16,496 fully paid equity shares of |
Conversion of 16,496 warrants into equal amount |
|
face value of Rs. 10/- each |
of fully paid-up equity shares of Rs. 10 each, upon |
|
|
receipt of 75% of the issue price per warrant as |
|
|
Warrant Exercise Price from the warrant-holders |
|
|
(non-promoters), as per the terms of issue of |
|
|
Warrants |
February 24, 2024 |
6,844 fully paid equity shares of |
Conversion of 6844 warrants into equal amount |
|
face value of Rs. 10/- each |
of fully paid-up equity shares of Rs. 10 each, upon |
|
|
receipt of 75% of the issue price per warrant as |
|
|
Warrant Exercise Price from the warrant-holders |
|
|
(non-promoters), as per the terms of issue of |
|
|
Warrants |
February 29, 2024 |
6,848 fully paid equity shares of |
Conversion of 6848 warrants into equal amount |
|
face value of Rs. 10/- each |
of fully paid-up equity shares of Rs. 10 each, upon |
|
|
receipt of 75% of the issue price per warrant as |
|
|
Warrant Exercise Price from the warrant-holders |
|
|
(non-promoters), as per the terms of issue of |
|
|
Warrants |
May 17, 2024 |
12,93,024 fully paid equity shares of |
Allotment of fully paid-up equity shares at |
|
face value of Rs. 10/- each |
Rs. 955/- each payable in cash, aggregating upto |
|
|
Rs. 123.48 crore, on preferential basis |
May 17, 2024 |
8,56,976 warrants, each convertible |
Allotment of warrants, each convertible into, |
|
into, or exchangeable for, 1 (one) |
or exchangeable for, 1 (one) fully paid-up equity |
|
fully paid-up equity share of face |
share of your Company of face value of Rs. 10/- |
|
value of Rs. 10/- each (Warrants') |
each (Warrants') at a price of Rs. 955/- each |
|
|
payable in cash (Warrants Issue Price') |
|
|
aggregating upto Rs. 81.84 crore, on preferential |
|
|
basis |
Accordingly, the Paid-up Share Capital of the Company as on March 31, 2024 is Rs.
24,53,26,130/- divided into 2,45,32,613 Equity Shares of 10 each fully paid up.
TRANSFER TO RESERVES
The Board of Directors of the Company has not transferred any amount to the Reserves
for the period ended March 31, 2024.
MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments affecting the nancial position of the
Company between the end of the
nancial year and the date of this report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
As of March 31, 2024, the Company has ve subsidiaries and one joint venture. 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 nancial statements of the
subsidiaries and joint venture shall also be kept for inspection by any shareholders
during working hours at your Company's registered of ce 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.dizcoverpraveg.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://www.dizcoverpraveg.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 nancial year ended March 31, 2024 is uploaded on the
website of the Company and can be accessed at www.dizcoverpraveg.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 nancial 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/Related_Party_Transactions_Policy.pdf.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors af rms 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 2023-24 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 Certi cate 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 af
rmed the compliance thereto.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
In terms of Regulation 34 of the Listing Regulations, the Business Responsibility and
Sustainability Report ("BRSR") along with Reasonable Assurance Statement on BRSR
Core Indicators as required in terms of SEBI Circular dated July 12, 2023 has been
provided in a separate section which forms part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal nancial controls and compliance systems established
and maintained by the Company, the work performed by the internal, statutory and
secretarial auditors and external consultants, including the audit of internal nancial
controls over nancial reporting by the statutory auditors and the reviews performed by
management and the relevant Board Committees, including the Audit and Compliance
Committee, the Board is of the opinion that the Company's internal nancial controls were
adequate and effective during FY 2023-24.
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, 2024, 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, 2024 and of the pro t or
loss of the Company for the year ended on that period;
c) The Directors have taken proper and suf cient 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 nancial 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, 2024, your Company's Board had seven members comprising of One
Whole-time Director, One Executive Director, One Non-Executive and Non-Independent
Directors and Four Non-Executive Independent Directors. The Board has two-woman Directors.
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 nancial literacy, experience, leadership qualities and the
ability to think strategically, the Directors have a signi cant degree of commitment to
the Company and devote adequate time for the meetings, preparation and attendance.
Appointments/Re-appointments
Ms. Pooja Khakhi was appointed as Non-Executive Independent Director of the Company by
the members through Postal Ballot on July 31, 2023 with effect May 30, 2023 for a period
of ve years.
Ms. Bijal Parikh and Mr. Bhumit Patel were appointed as an Executive Directors of the
Company by the members at 28th Annual General Meeting held on September 22, 2023 with
effect August 14, 2023 for a period of ve years. Further, Mr. Bhumit Patel was appointed
as a Wholetime Director of the Company by the members at an Extraordinary General Meeting
held on January 23, 2024 with effect December 13, 2023 for a period of ve years.
Post March 31, 2024, Mr. Alpesh Patel has been appointed as an Additional Director
(Executive) and Mr. Kalpesh Patel has been appointed as an Additional Director
(Non-Executive) of the Company by the Board of Directors at its meeting held on August 10,
2024.
Further, Mr. Dilip Patel has been appointed as an Additional Director (Independent) of
the Company with effect from August 10, 2024.
Cessation
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. Mr. Paras Patel, Managing Director of the Company has tendered his
resignation from the position of Managing Director with effect from September 16, 2023.
The Board noted and accepted his resignation and the Board places on record its immense
appreciation for his contribution during his tenure as Managing Director of the Company.
Mr. Jaladhi Shah, Non-Executive Independent Director of the Company has tendered his
resignation from the position of Non-Executive Independent Director with effect from
October 2, 2023. The Board noted and accepted his resignation and the Board places on
record its immense appreciation for his contribution during his tenure as Independent
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, 2024, your Company's Board had three Key Managerial
Personnel: |
|
Bhumit Patel - |
Wholetime Director |
Dharmendra Soni - |
Chief Financial Of cer |
Mukesh Chaudhary - |
Company Secretary |
During the FY 2023-24 under review, Mr. Paras Patel, Managing Director resigned w.e.f.
September 16, 2023. The Board placed
on record its appreciation for the valuable services rendered by Mr. Paras Patel.
Based on the recommendation of the Nomination and Remuneration Committee, the Board of
Directors of the Company
appointed Mr. Bhumit Patel as a Wholetime Director w.e.f. December 13, 2023.
C. Independent Directors
The Company's Independent Directors have submitted requisite declarations con rming
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 con rmed 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 con rmed 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 in uence. 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 quali cations
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 quali ed 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_ID.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/Nomination_and_Remuneration_Policy.pdf.
E. Mechanism for Evaluation of the Board
The Company has devised a Board Evaluation Framework for performance evaluation of
Independent Directors, Board, Non-Independent 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. The performance of the Committees was
evaluated by the Board after seeking inputs from the Committee Members on the basis of
criteria such as the composition of committees, effectiveness of committee meetings, etc.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by
the Securities and Exchange Board of India (SEBI) on January 5, 2017.
The information pertaining to the annual evaluation of the performance of the Board,
its Committees and individual directors as required to be provided in terms of Section
134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts)
Rules, 2014 has been provided in the Corporate Governance Report forming part of this
Annual Report.
BOARD DIVERSITY
The Company has over the years been fortunate to have eminent persons from diverse elds
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/Policy_on_Board_Diversity.pdf.
Meetings of the Board
Eleven 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. Rajendrakumar Patel and
Ms. Bijal Parikh. During the year, all
the recommendations made by the Audit Committee were accepted by the Board.
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, 2024.
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 ( ve) consecutive years
at the Annual General Meeting held on September 28, 2020. They have con rmed their
eligibility and quali cations required under the Act for holding of ce as Statutory
Auditors of the Company.
The Notes on nancial 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 quali
cation, reservation, adverse remark or disclaimer. The Auditors' Report is enclosed with
the nancial 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 rms in the network entity of which
the statutory auditors are a part, during the year ended March 31, 2024, is Rs. 10.00
lakhs.
Internal Auditor
In terms of Section 138 of the Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014, M/s Paresh Parekh & Co., Chartered Accountants (FRN: 130194W), Appointed
as an internal auditor of the Company from July 1, 2023 to March 31, 2024.
M/s. K. V. Patel & Co. has resigned as an internal auditor w.e.f. August 12, 2023,
due to recommendation of related party into the Board of Directors of the Company.
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 nancial year ended March
31, 2023.
The report of the Secretarial Auditor is given in Annexure-II. The Secretarial Audit
Report does not contain any quali cation,
reservation or adverse remark.
ANNUAL SECRETARIAL COMPLIANCE REPORT
The Company has undertaken an audit for the Financial Year ended March 31, 2024 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 ef cient
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 ef cient 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-ef cient techniques like limiting the use of arti cial
lights and encouraging use of natural light as much as possible.
2. The Company uses energy ef cient 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 certi ed
energy ef cient ones. iii) Capital investment on energy conservation equipments:
No signi cant capital investment is made on energy consumption equipment which can be
quanti ed.
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 nancial year. |
|
i) Efforts made towards technology absorption : |
Not Applicable |
ii) Bene ts 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 in ows was
NIL, whereas the foreign exchange
in terms of actual out ows 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, the Report 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 Of ce 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
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 nancial 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 nancial controls were adequate and
effective during the nancial year 2023-24.
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.
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 at
https://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 Of cer 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/Whistle_Blower_Policy.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 led 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.dizcoverpraveg.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 of
cials of the Company who are responsible for assisting and handling investor grievances
for the bene t 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 bene t 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 led for
corporate insolvency and Bankruptcy Code, 2016. x. Maintenance of Cost Records speci ed 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 signi cant 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 in uence 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 and on behalf of the Board of Directors |
Date : August 10, 2024 |
Vishnukumar Patel |
Bijal Parikh |
Place : Ahmedabad |
Chairman |
Director |
|
DIN 02011649 |
DIN 07027983 |