praveen properties ltd Directors report

To

THE MEMBERS

The Directors have pleasure in presenting their TWENTY SECOND Annual Report on the Operations of the Company together with the Audited Balance Sheet as at 31^s1 March, 2016 and Profit and loss account for the year ended 31^st March, 2016.

1. FINANCIAL STATUS :

There was no operating income during the year under review of Rs.29,800/- and after meeting out all the expenditure was amounted to Rs.3,04,500/- the company had made a loss of Rs.2,74,700 (including depreciation of Rs.2,210/-).

2. OPERATIONS AND FUTURE PLANS :

During the financial year 2015-2016, the Company had not taken up any construction activity. The Directors expect that the activities would show improvement during the years to come.

3. FIXED DEPOSITS AND SHARE CAPITAL :

Your company has not accepted any fixed deposits from the public. Hence, no information is required to be appended to the report. The company has issued 27,49,600 Nos. of Equity shares of Rs.10/- to the investors. The said shares have been paid upto the extent of Rs.1,51,34,340/- and call money of Rs.1,23,61,660/- has not been paid by the shareholders. Further the company had given due notices to the defaulting shareholders and none of the shareholders responded to the notice. Accordingly the company has in its meeting of the directors dated 11-03-2016 has resolved the said shares by giving due intimation to the respective shareholders. Hence the share capital of the company shows corresponding decrease in the total paid up capital during the year under review.

4. DIVIDEND:

In view of the losses suffered by the company, your company is not in a position to recommend payment of dividend for the financial year ended 31^s1 March, 2016.

5. SUBSIDIARY COMPANIES:

6. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION

AND FOREIGN EXCHANGE EARNINGS AND OUTGO : .

The Company has no activity relating to conservation of energy or technology absorption and there are no Foreign Exchange Earnings as well as Foreign Exchange Outgo.

7. INTERNAL CONTROLS AND THEIR ADEQUACY:

The internal control systems are commensurate to the size of the operation of the Company. Whenever it is required, the systems and procedures are upgraded to suit the changing business needs.

8. RESEARCH AND DEVELOPMENT :

The Company has not carried out any research and development activities during the year.

9. DIRECTORS’ RESPONSIBILTY STATEMENT :

Pursuant to the requirement u/s 134(5) of the Companies Act, 2013 with respect to Directors’ Responsibility Statement, your Directors confirm, that-

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) The selected accounting policies were applied consistently and the directors made judgement 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 31^st March, 2016 and of the loss of the company for the year ended on that date;

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts have been prepared on a "going concern" basis.

(v) 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 and were operating effectively.

10. DIRECTORS AND CODE OF CORPORATE GOVERNANCE :

In accordance with Articles of Association of the Company, Mr. G. Madhan, is the Director who retire by rotation at this Annual General Meeting and being eligible offer themselves for re-appointment. None of the Directors is disqualified for appointment/ reappointment under Section 164 of the Companies Act, 2013. As required by law, this position is also reflected in the Auditors Report A detailed report on the Corporate Governance , as per SEBI (LODR), 2015 of the listing agreement, on Corporate Governance (Annexure A) along with Management Discussion and Analysis are updated with the particulars of this financial year. Also annexed herewith Auditors Report on Compliance of conditions of Corporate Governance.A detailed report, as per Clause 49 of the listing agreement, on Corporate Governance (Annexure A’) alongwith Management Discussion and Analysis are updated with the particulars of this financial year. Also

annexed herewith Auditors Report on Compliance of conditions of Corporate Governance. •

11. AUDITORS :

Mr. Rangan N. Kannan, Chartered Accountant, Chennai, Statutory Auditor of the company retires at the ensuring Annual General Meeting. His re-appointment is recommended.

12. SECRETARIAL AUDIT :

Secretarial audit report as provided by Mr. S. Shreenivasan, Practicing Company Secretary is annexed to this Report as Annexure thereto.

13. RISK MANAGEMENT :

The Company has well defined Risk Management Policy in place. The fact that the Risks and opportunities are inevitably intertwined is well recognized by the Company and thus aims to identify, manage and minimize, risks, strategically. It is committed to embedding risk management throughout the organization and its systems and controls are designed to ensure that exposure to significant risk is properly managed. With the predefined risk management principles and policy, the Company identifies, categorizes, assesses and addresses risks.

Key Elements of Risks :

1. Global Economic Situation: The Economic environment around the world is . showing sign of growth. Growth in the Construction industry has been fairly positive.

2. Cost pressure: Increasing operating cost may create a pressure on margin. The Company is focusing to put up framework for cost management.

3. Regulatory risks: Any Change in regulations in the field of our operations would have an impact on the operations. The Company is vigilant on such changes for easy adaptability.

14. FORMAL ANNUAL EVALUATION :

Criteria for evaluation of performance of Independent Directors, Committees and the Board has been laid by the Nomination and Remuneration Committee for their formal evaluation using various professional attributes, including expertise, skills, behaviour, experience, leadership qualities, knowledge, performance culture, responsibility, etc. Evaluation of Directors performance based on the criteria is done periodically, or as decided by the Nomination and Remuneration Committee and the same is reported to the Board, in case of challenging situations.

Your company has generally complied with all the rules, regulations, notifications and guidelines, issued by the concerned authorities as applicable to our company from time to time.

15. DISCLOSURE ABOUT COST AUDIT :

Provisions relating to Cost Audit are not applicable to the Company.

16. SECRETARIAL STANDARDS :

Secretarial Standards, as applicable on the date of this report are followed by the Company.

17. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

The Company has duly complied with the provision of Section 186 of the Companies Act, 2013 and it has not given any loans, guarantees and investments.

18. VIGIL MECHANISM:

In view of ordinary course of business the policy of Vigiland Whistle Blower Mechanism is not required.

19. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT. 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Internal Complaints Committee ("ICC") has been set up to redress the complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of the complaints received and disposed off during the financial Year 2015-16: a) No. of complaints received: NIL

b) No. of complaints disposed off: NIL

20. ACKNOWLEDGEMENT :

The Board of Directors thanks the Banks, Government Authorities and all the stakeholders for their continued co-operation and support to your company.

	FOR AND ON BEHALF OF THE BOARD
	For PRAVEEN PROPERTIES LIMITED
Place : Chennai - 600 017	sd/ B. GNANASEKARAN
Date : 27.04.2016	Chairman and Managing Director

ANNEXURE - ‘A⁵

TO THE TWENTY SECOND ANNUAL REPORT OF THE BOARD OF DIRECTORS REPORT ON CORPORATE GOVERNANCE

Pursuant to Schedule V(C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Corporate Governance is given below:

1. Introduction :

The Company is complying with the mandatory requirements of the code of Corporate Governance introduced by the SEBI (Lodr), 2015 of the Listing Agreement in all material respects.

2. Company’s Philosophy on Code of Corporate Governance :

The Basic philosophy of the company towards Corporate Governance is to protect and enhance the long-term value of all the stakeholders - shareholders, clients, creditors and employees. The Company is committed to achieve these objectives within regulatory framework through transparency in Dealings. The Company believes in abiding by the Code of Governance so as to be a responsible corporate citizen and to serve the best interests of all the stakeholders, viz., the employees, shareholders, customers, vendors and the society at large. The Company seeks to achieve this goal by being transparent in its business dealings, by disclosure of all relevant information in an easily understood manner, and by being fair to all stakeholders, by ensuring that the Companys activities are managed by a professionally competent and independent Board of Directors.

3. Board of Directors :

The Company is managed by Managing Director under the direction, control and supervision of the Board of Directors and it meets at regular intervals.

Policy formulation, evaluation of performance and control functions vest with Board. The Board comprises of one Managing Director, and two Non executive Directors.

During the financial year ended 31st March, 2016 Six (06) board meetings were held on 22-05-2015, 31-07-2015, 30-10-2015, 30-01-2016, 12-02-2016 and 11-03-2016.

The last Annual General meeting was held on 23-09-2015.

The Composition of Board, attendance of each Director at the Board Meetings held during the year under review as well as in the last Annual General Meting and number of other Directorship / Committee memberships held by them are as follows -

Name(s) of Director(s)	Designation and Category	No. of Board Meetings in the year		Attendance Last AGM	Number of Directorships held in other Indian companies	Number of Board committee memberships held in other companies
		Held	Attended
B. GNANASEKARAN	CHAIRMAN and Managing Director Executive	06	06	Yes	Nil	Nil
G. MADHAN	Director Non Executive and Independent	06	06	Yes	Nil •	Nil
G. PRAVEENA	Director Non Executive and Independent	06	06	Yes	Nil	Nil

Further the Board of Directors would like to inform the members that none of the directors are disqualified to act as directors of this company or any other public company under Section 164 and other applicable provisions of the Companies Act, 2013.

Information about the Directors proposed to be appointed/ re-appointed required to be furnished pursuant to listing regulation with the Stock Exchanges is forming part of the notice of the Twenty Second Annual General Meeting to the shareholders of the Company.

Committees of the Board

1. Audit Committee

An Audit Committee is constituted with all the directors of the company as members.

2. Terms of reference :

The committees composition procedures, powers and role/functions of the audit committee constituted by the company comply with the requirements of Clause 49 of the Listing Agreement.

The terms of reference of the Audit Committee included the following:

• Overseeing the company’s financial reporting process and the disclosure of its financial information.

• Recommending appointment and removal of the external auditor, fixing of audit fees and approving payments for any other service.

• Reviewing with management the quarterly, half yearly and annual financial statement with primary focus on accounting policies and practices, compliance with accounting standards and stock exchange and legal requirements concerning financial statements.

• Reviewing adequacy of internal control systems in order to have the effective use and safeguard of resources and compliance with statutory polices and procedures and ensure compliance of internal control systems and reviewing the company’s financial and risk management policies.

• Reviewing reports furnished by the Statutory Auditors and ensuring suitable follow up thereon.

Composition and Attendance : •

The Company’s Audit Committee consist of the following directors as cited below:-

Name of Directors	Status
B. GNANASEKARAN	CHAIRMAN
G. MADHAN	MEMBER
G.PRAVEENA	MEMBER

All the members, including the chairman, has adequate financial and accounting knowledge.

The Audit Committee reviews the un-audited/audited quarterly, half yearly and yearly financial results with the Management before being submitted to the Board for its consideration and approval. The Chairman of the Audit Committee is always present at the Annual General Meeting.

During the year under review, the Audit Committee had met 4 (Four times) and the details of the meetings and attendance during the year under review was:

Name	Number of meetings held during the year	Number of meetings Attended during the year
B. GNANASEKARAN	04	04
B. MADHAN	04	04
G.PRAVEENA	04	04

Remuneration Committee

The Committee has been formed specifically to determine the Company’s Policy on specific remuneration packages for Executive Directors and compensation payments. The Committee consists of following Directors:

1. Mr. B. GNANASEKARAN -	CHAIRMAN
2. Mr. G. MADHAN -	MEMBER
3. Ms. G. PRAVEENA -	MEMBER

The details of remuneration paid to Executive Directors for the Firtancial year 2015-2016 are given below:

Managing Directors remuneration during the period 1st April 2015 to 31st March 2016 are as under:

Name	Period	Salary	Perquisites	Total
B.GNANASEKARAN	01-04-2015 to 31-03-2016	NIL	NIL	NIL

During the year, no sitting fees has been paid to Mr. B. Gnanasekaran, Mr. G. Madhan and Ms. G. Praveena for the Board meetings or of any Committees of the Board attended by them.

Non-Executive Director

The details of remuneration paid to the Non-Executive Directors are as under:

Name	Period	Saiary	Perquisites	Total
G. MADHAN	01-04-2015 to 31-03-2016	Nil	Nil	Nil
G.PRAVEENA	01-04-2015 to 31-03-2016	Nil	Nil	Nil

No Sitting Fees was paid to them.

None of the non-executive directors has pecuniary relationship with company, its promoters, management or its subsidiaries, though they are related to one another.

Share Transfer and Investors Grievance Committee

Terms of Reference

The Committee oversees share transfers and monitor investors grievances such as complaints on transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends etc., and redress thereof, within the purview of the guidelines set out in the listing agreement.

Composition and Attendance

The Board of Directors had constituted a Shareholders/lnvestors Grievance Committee consisting of the following Directors as members thereof -

Name of Directors	Status
B. GNANASEKARAN	Chairman
G. MADHAN	Member
G.PRAVEENA	Member

Mr. B. Gnanasekaran is the Compliance Officer of this committee. Details of queries/complaints received and resolved during the year 2015 - 2016.

Name of queries/ complaints	Received	Resolved	Unresolved
Non receipt of Interest/ Dividend warrant/Cheque/ Demand draft	Nil	Nil	Nil
Change of address/ Bank Mandate / ECS mandate	Nil	Nil	Nil
Letter from SEBI & Stock Exchanges	Nil	Nil	Nil

There has not been any non-compliance, penalties or strictures imposed on the company by the Stock Exchanges, SEBI or any other statutory authority, in any matter related to capital markets, during the last year.

Further the company had given due notices to the defaulting shareholders and none of the shareholders responded to the notice. Accordingly the compgny has in its meeting of the directors dated 11 -03-2016 has resolved the said shares by giving due intimation to the respective shareholders. Hence the share capital of the company shows corresponding decrease in the total paid up capital during the year under review.

GENERAL BODY MEETINGS:

The last three Annual General Meetings held as follows: -

Financial Year	Nature of Meeting	Location	Date	Time
2012-2013	AGM	Saidai Varthagar Trust, No. 107, Bazaar Road, Saidapet, Chennai 600 015.	21-09-2013	10.30 A.M
2013-2014	AGM	Saidai Varthagar Trust, No. 107, Bazaar Road, Saidapet, Chennai 600 015.	30-09-2014	10.30 A.M,
2014-2015	AGM	No.11, Sarangapani Street, T. Nagar. Chennai 600 017.	23-09-2015	10.30 A.M

Disclosures

Related Party Disclosure

No transaction of material nature has been entered into by the Company with related parties (i.e.,) Directors or Management, or relatives which are prejudicial to the interest of the Company other than those as disclosed in the notes on accounts.

Corporate Social Responsibility

Pursuant to Section 135 of the Companies Act, 2013 every company having net worth of Rs.500 crores or more, to turnover of Rs.1000 crores or more or a net profit of Rs.5 crores or more during the financial year shall constitute a CSR Committee. Our company has not triggered any of the above limits, hence no committee in this has been constituted.

Compliance by the Company

The Company routinely submit the required returns/ certificates/ such other reports as may be periodically required to be submitted to the Stock Exchanges. Further the Company corresponds with the Stock Exchanges and informs them timely about the conduct to the board meetings and general meetings and book closure of the company.

There were no instances of non-compliance by the company on any matter related to capital markets during the last three years. Hence there has been no penalties, strictures imposed by the SEBI/Stock exchange or any other statutory/local authorities against the company.

Means of Communication

The financial results of the company were published in English daily "Trinity Mirror" and also in Regional (Tamil) language in "Makkal Kural" for the quarter, halfyear and annual period ending on 31st March 2016. These results are promptly submitted to the Stock Exchanges to enable them to display the same on their website.

Management Discussion and Analysis

The management of Praveen Properties Limited presents below its analysis covering the segmentwise performance of the company for the year 2015 - 16 & an outlook for the future. The report conveys expectations on future performance based on an assessment of the current business environment. These could vary based on future developments.

1. Industry Structure and developments:

During the Financial year 2015 - 16, the Construction industry has not done very well and the present trend is not encouraging. However the Company is looking for the future with optimism.

2. Outlook on Opportunities, threats. Risk and Concerns:

The outlook for the ensuing future years too not encouraging. The Company is taking all possible ways to reduce the threats and risks.

The industry is witnessing intense competition among the players and maintaining the existing market share itself is becoming more and more difficult due to aggressive promotion activities undertaken by the competitors. To overcome the difficult market conditions your company is undertaking various measures to attract more customers with various measures proposed by the management, your company is hopeful of achieving good performance in future.

3. Internal control Systems and their adequacy: .

The company has adequate internal control procedures commensurate with its size and nature of the business. These business control procedures ensure efficient use and protection of the resources and compliance with the policies, procedures and statutes. The internal control system provides for well-documented policies, guidelines, authorizations and approval procedures.

4. Discussion on financial performance with respect to operational performance:

The total turnover (including the other income) of the company for the year under review was Nil. The last during the year in view of increase of raw materials like cement, steel and labour had increased more than the sales price.

5. Material developments in Human Resources / Industrial Relations front, including number of people employed.

There has been no material changes/developments in Human relation front.

	By Order of the Board
	For PRAVEEN PROPERTIES LIMITED
Place : Chennai - 600 017	sd/- B.GNANASEKARAN
Date : 27.04.2016	Chairman and Managing Director

GENERAL SHAREHOLDER’S INFORMATION

1. Financial Calendar	Audited Annual results for the year end 1st April 2015 to 31st March 2016
	Mailing of Annual Reports on fourth week of August, 2016
	Annual general meeting - 10th September, 2016
Financial reDortina for the - (Tentative)
Quarter ending June 30, 2016	By Fourth week of July, 2016
Quarter ending September 30, 2016	By Fourth week of October, 2016
Quarter ending December 31, 2016	By Fourth week of January, 2017
Quarter ending March 31, 2017	By Fourth week of May, 2017
Annual General Meeting for the year ending March 31, 2016	10th September, 2016
2. Dates of book closure	7th day of September, 2016 to 10th day of September, 2016 (Both days inclusive)
3. Venue of the Annual General Meeting (AGM)	No.11, Sarangapani Street, T. Nagar, Chennai 600 017.
4. Time and Date of AGM	10.30 A.M., 10th September, 2016
5. Dividend Payment Date	N.A
6. The Equity Shares of Rs. 10/-each Are listed at -	The Stock Exchange, Mumbai (Annual Listing fees for the year 2016-17 ife yet to be paid to the above stock exchange)
7. Registered Office	Registered Office of the Company No. 6, Crescent Park Street, T.Nagar, Chennai 600 017.

Stock Market data

Graphical representation of volume of Shares of during April 2015 - March 2016 : NOT APPLICABLE

Share Transfer System

The Company is having its own in-house share transfer system.

Listing status

The shares at the company are suspended from trading on Mumbai Stock Exchange due to non-compliance of dematerialization or shares. Further as stated in the Directors report the partly paid up equity shares have been forfeited by the directors of the company.

Legal Proceedings

There has been no legal proceedings pending against the company.

Instruments

The Company has not issued GDRs/ ADRs/ Warrants / Convertible Instruments. Category wise shareholding pattern as on 31st March. 2016

Category	No. of shares held	% of shareholding
Promoters
Indian Promoters	2079600	79.26
Others
Corporate bodies	5500	0.21
Mutual funds	Nil	Nil
Banks/Financial Institutions	Nil	Nil
Public	538700	20.53
Total	2623800	100.00

 

	FOR AND ON BEHALF OF THE BOARD
	For PRAVEEN PROPERTIES LIMITED
Place : Chennai - 600 017	sd/- B. GNANASEKARAN
Date : 27.04.2016	Chairman and Managing Director

ANNEXURE-1

Nomination and Remuneration Policy of Praveen Properties Limited

This Nomination and Remuneration Policy is being formulated in compliance with Section 178 of the Companies Act, 2013, as amended from time to time. This policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee (NRC or the Committee) and has already been approved by the Board of Directors.

Definitions:

"Remuneration" means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961;

"Key Managerial Personnel" means:

(i) Managing Director, or Chief Executive Officer or Manager and in their absence, a Whole-time Director;

(ii) Chief Financial Officer;

(iii) Company Secretary; and

(iv) such other officer as may be prescribed.

"Senior Managerial Personnel" mean the personnel of the company who are members of its core management team excluding Board of Directors. Normally, this would comprise all members of management, of rank equivalent to General Manager and above, including all functional heads.

Objective:

The objective of the policy is to ensure that

(A) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

(B) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(C) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short^nd longterm performance objectives appropriate to the working of the company and its goals.

Role of the Committee:

The role of the NRC will be the following:

(i) To formulate criteria for determining qualifications, positive attributes and independence of a Director.

(ii) To formulate criteria for evaluation of Independent Directors and the Board.

(iii) To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy.

(iv) To carry out evaluation of Directors performance.

(v) To recommend to the Board the appointment and removal of Directors and Senior

Management.

(vi) To recommend to the Board policy relating to remuneration for Directors, Key

Managerial Personnel and Senior Management.

(vii) To devise a policy on Board diversity, composition, size.

(viii) Succession planning for replacing Key Executives and overseeing.

(ix) To carry out any other function as is mandated by the Board from time to time

and / or enforced by any statutory notification, amendment or modification, as may be applicable.

(x) To perform such other functions as may be necessary or appropriate for the

performance of its duties.

APPOINTMENT AND REMOVAL OF DIRECTOR, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

(i) The Committee shall identify and ascertain the integrity, qualification, expertise

and experience of the person for appointment as Director, KMP or at Senior Management level and recommend his / her appointment, as per Companys Policy.

(ii) A person should possess adequate qualification, expertise and experience for the

position he / she is considered for appointment. The Committee has authority , to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the position.

(iii) The Company shall not appoint or continue the employment of any person as

Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution.

TERM / TENURE

a) Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

b) Independent Director:

An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Boards report.

No Independent Director shall hold office for more than two consecutive terms of upto maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director.

Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company or such other number as may be prescribed under the Act.

EVALUATION

The Committee shall carry out evaluation of performance of Director, KMP and Senior Management Personnel yearly or at such intervals as may be considered necessary.

REMOVAL

The Committee may recommend with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the Companies Act, 2013, rules and regulations and the policy of the Company.

RETIREMENT

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

POLICY FOR REMUNERATION TO DIRECTORS / KMP / SENIOR MANAGEMENT PERSONNEL

(i) Remuneration to Managing Director / Whole-time Directors:

(ii) The Remuneration/ Commission etc. to be paid to Managing Director / Wholetime Directors, etc. shall be governed as per previsions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvais obtained from the Members of the Company.

(iii) The Nomination and Remuneration Committeeshall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director / Whole-time Directors.

(iv) Remuneration to Non- Executive / Independent Directors:

(v) The Non-Executive / Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.

(vi) All the remuneration of the Non- Executive / Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197 (5) of the Companies Act, 2013) shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be.

(vii) Any remuneration paid to Non- Executive / Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the following conditions are satisfied:

(viii) The Services are rendered by such Director in his capacity as the professional; and

(ix) In the opinion of the Committee, the director possesses the requisite qualification for the practice of that profession.

(x) Remuneration to Key Managerial Personnel and Senior Management:

The remuneration to Key Managerial Personnel and Senior Management shall consist of fixed pay and incentive pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Companys Policy.

(xi) The Fixed pay shall include monthly remuneration, employers contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from to time.

(xii) The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be considered appropriate.

IMPLEMENTATION

(i) The Committee may issue guidelines, procedures, formats, reporting mechanism and manuals in supplement and for better implementation of this policy as considered appropriate.

(ii) The Committee may Delegate any of its powers to one or more of its members.

ANNEXURE - II

Vigil Mechanism & Whistle Blower Policy of Praveen Properties Limited

Preface

Praveen Properties Limited (Company) is committed to conducting its business in accordance with applicable laws, rules and regulations and the highest standards of business ethics and to full and accurate disclosures. The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. The purpose of this mechanism is to eliminate and help to prevent malpractices, to investigate and resolve complaints, take appropriate action to safeguard the interests of the Company and to ensure that any person making a complaint (referred to as "a whistleblower") is protected, while at the same time actively discouraging frivolous and insubstantial complaints. Company shall oversee the vigil mechanism through Audit committee and if any of the members of the committee have a conflict of interest in a given case, they should recuse themselves and the others on the committee would deal with the matter on hand.

Scope of Vigil Mechanism

1. To act as an additional internal eiement of the Companys compliance and integrity policies.

2. Not a substitute for other formal internal arrangements and procedures.

3. Seeks to ensure that anyone who is aware (director or employee of the company) of a breach of Company policies and procedures, suspected or . actual frauds and embezzlement, illegal, unethical behavior or violation of companys code of conduct or ethics etc., feels free to bring this to the attention of appropriate personnel in the Company, without fear of victimization, harassment or retaliation.

Applicability

This Mechanism applies to the following:

(i) Ail the Directors

(ii) Ail the employees and ex-employees and their representative bodies of different departments of the Company ‘

(iii) All the Business Associates of the Company Compliance with Laws, Rules and Regulations Section 177 of the Companies Act, 2013 provides for a requirement for all listed companies to establish a mechanism called Vigil Mechanism’ for all the Directors and employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy.

Accordingly, this Vigil Mechanism is required to provide adequate- safeguards against victimization of persons who use such mechanisms and also to ensure direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.

Definitions

(i) Act" means the Companies Act, 2013 and relevant rules; as amended from time to time;

(ii) Audit Committee" means a Committee constituted by the Board of Directors of the Company in accordance with the Companies Act, 2013;

(iii) "Board" means the Board of Directors of the Company;

(iv) "Company" means Praveen Properties Limited

(v) "Disciplinary Action" means any action that can be taken on the completion of / during the investigation proceedings including but not limiting to a warning, imposition of fine, suspension from official duties or any such action as is deemed to be fit considering the gravity of the matter.

(vi) "Directors" mean all the directors of the Company including directors of its subsidiaries and associates.

(vii) "Employee" means every employee on the permanent or temporary rolls of the Company and ex-employees including its subsidiaries and associates (whether working in India or abroad) and includes their representative bodies.

(viii) "Fraud" in relation to affairs of a company or anybody corporate, includes any act, omission, concealment of any fact or abuse of position committed by any person or any other person with the connivance in any manner, with intent to deceive, to gain undue advantage from, or to injure the interests of, the company or its shareholders or its creditors or any other person, whether or not there is any wrongful gain or wrongful loss.

(ix) "Investigation Subject" means a person or group of persons against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation.

(x) "Policy" means The Vigil Mechanism/Whistle Blower Policy.

(xi) "Protected Disclosure" means any communication made in good faith by the whistle blower that discloses or demonstrates information that may indicate evidence towards unethical or improper activity.

(xii) "Reporting Authority" means any member of the Audit Committee.

(xiii) "Whistle Blower" means a person making a Protected Disclosure under this

Policy. Whistle Blower or complainant could be Director(s)/employee/ex- employee including their representative bodies /business associate whether at the Senior Management level or at lower level. ‘

(xiv) Wrongful Gain" means the gain by unlawful means of property to which the person gaining is not legally entitled.

(xv) "Wrongful Loss" means the loss by unlawful means of property to which the person losing is legally entitled.

Disclosure

The information on suspected wrongful conduct should be such information which is intended to cover serious concerns that could have a large impact on the Company such as actions that:

1. Abuse of Authority

2. Breach of contract

3. Negligence causing substantial and specific danger to public health and safety

4. Manipulation of company data/records

5. Financial irregularities, including fraud, or suspected fraud

6. Criminal offence

7. Pilferation of confidential/propriety information

8. Deliberate violation of law/regulation

9. Wastage/misappropriation of company funds/assets

10. Breach of employee Code of Conduct or Rules

11. Any other unethical, biased, favoured, imprudent event

12. Amount to serious improper conduct, including any kind of harassment (sexual or otherwise)

The above list is only illustrative and should not be considered as exhaustive.

Policy should not be used in place of the Company grievance procedures or be a route for raising malicious or unfounded allegations against colleagues.

Investigation

1. Whistle Blower can make Protected Disclosure to Reporting Authority, as soon as possible after becoming aware of the suspected or actual frauds and embezzlement, illegal, unethical behavior or violation of companys code of conduct or ethics etc.

2. Whistle Blower must put his/her name to allegations. Concerns expressed anonymously WILL NOT BE investigated.

3. If initial enquiries by the Reporting Authority indicate that the concern has no basis, or it is not a matter to be investigation pursued under this Policy, it may be dismissed at this stage and the basis for such dismiss will be recorded and such decision will be documented.

4. Where initial enquiries indicate that further investigation is necessary, this will be carried through either by the Reporting Authority.

Documentation and Reporting

1. Written report of the findings would be made. The record would include:

(i) Facts of the Matter

(ii) Whether the Protected Disclosure was raised previously by anyone or not, and if made, the outcome thereof;

(iii) Whether any Protected Disclosure was raised previously against the same investigation Subject;

(iv) The financial/ otherwise loss which has been incurred / would have been incurred by the Company.

(v) Findings of Reporting authority;

(vi) Impact Analysis (If applicable). .

(vii) The timeline for final decision of investigation (Maximum 15 days).

2. In case the Protected Disclosure is proved, take such Disciplinary Action as the

Committee may think fit and take preventive measures to avoid reoccurrence of the matter;

(i) In case the Protected Disclosure is not proved, extinguish the matter and take note of the same;

Or

(ii) Depending upon the seriousness of the matter, the Committee may refer the matter to the Audit Committee with proposed disciplinary action/ countermeasures. In case the Audit Committee thinks that the matter is too serious, it can further place the matter before the Board with its recommendations. The Board may decide the matter as it deems fit.

(iii) In case of repeated frivolous complaints being filed by a director or an employee, the audit committee may take suitable action against the concerned director or employee including reprimand.

(iv) In exceptional cases, where the Whistie Blower is not satisfied with the outcome of the investigation and the decision, he/she can make a direct appeal to the Chairman of the Audit Committee.

Protection

(i) No unfair treatment will be meted out to a Whistle Blower by virtue of his/her having reported a Protected Disclosure under this Policy. *•

(ii) The Company, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted against Whistle Blower. Complete protection will, therefore, be given to Whistle Blower against any unfair practice like retaliation, threat or intimidation of termination/ suspension of service, disciplinary action, transfer, demotion, refusal of promotion, discrimination, any type of harassment, biased behavior or the including any direct or indirect use of authority to obstruct the Whistle Blowers right to continue to perform his duties/functions including making further Protected Disclosure,

(iii) As a matter of general deterrence, the Company shall- publicly inform employees of the penalties imposed and discipline of any person from misconduct arising from retaliation.

(iv) Any investigation into allegations of potential misconduct will not influence or be influenced by any disciplinary or redundancy procedures already taking place concerning an employee reporting a matter under this policy.

(v) The Company will take steps to remove difficulties if any, which the Whistle Blower may experience as a result of making the Protected Disclosure. Thus, if the Whistle Blower is required to give evidence in criminal or disciplinary proceedings, the Company will arrange for the Whistle Blower to receive advice about the procedure, etc.

(vi) The identity of the Whistle Blower shall be kept confidential.

(vii) Any other Employee assisting in the said investigation or furnishing evidence shall also be protected to the same extent as the Whistle Blower.

The independent directors shall ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicial!y affected on account of such use;

Secrecy and Confidentiality

The Whistle Blower, the Investigation Subject, Audit Committee, and everyone involved in the process shall:

1. maintain complete confidentiality/secrecy of the matter

2. not discuss the matter in any informal/social gatherings/meetings

3. discuss only to the extent or with the persons required for the purpose of completing the process and investigations

4. not keep the papers unattended anywhere at any time

5. keep the electronic mails/fiies under password

If anyone is found not complying with the above, he/ she shall be held liable for such disciplinary action as is considered fit.

Reporting

A quarterly report with number of complaints received under the Policy and their outcome shall be placed before the Audit Committee. *

Amendment

The Company reserves the right to amend or modify this Policy in whole or in part, at any point of time. Any amendment to the Policy shall take effect from the date when it is approved by the Audit Committee of the Company and hosted on the Company website.

ANNEXURE - 111

DECLARATION REGARDING COMPLIANCE BY CFO

WITH THE COMPANYS CODE OF CONDUCT PURSUANT TO SEBI (LODR) 2015

As required under Schedule V(D) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board Members and the Senior Management Personnel have confirmed compliance with the Code of Conduct for the Board of Directors and the Senior Management for the year ended 31st March, 2016.

Place: Chennai	Sd/
Date: 27.4.2016	Chief Executive Officer

CFO Certification

We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief:

a. These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

b These statements together present a true and fair view of the companys affairs and are in compliance with existing accounting standards, applicable laws and regulations.

We are, to the best of our knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violative of the companys code of conduct.

We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

We have indicated to the auditors and the Audit Committee

i. Significant changes in internal control over financial reporting during the year;

ii. Significant changes in accounting policies during the year and tffet the same have been disclosed in the notes to the financial statements; and

iii. Instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or an employee having a significant role in the companys internal control system over financial reporting.

Place: Chennai	Sd/
Date: 27.4.2016	Chief Finacia! Officer

Certificate of Compliance with the Corporate Governance requirements under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To

The Members of Praveen Properties Limited

We have examined the compliance of conditions of corporate governance by Praveen Properties Limited ("the Company") for the year ended on 31 March 2016 as stipulated in Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 pursuant to the Listing Agreement of the Company with Stock Exchanges.

The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion, and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 pursuant to the Listing Agreement of the Company with Stock Exchanges.

We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Place : Chennai	RANGAN N. KANNAN
Date : 27.04.2016	Chartered Accountant •.