provestment services ltd Directors report

TO,

THE MEMBERS

PRO CLB GLOBAL LIMITED

1. PRESENTATION OF THE ANNUAL REPORT

Your Directors have pleasure to present the Twenty Ninth Annual Report (29th) Annual Report on the business and operations and Audited Statement of Accounts of your Company for the Financial Year ended on 31^st March, 2023.

2. FINANCIAL RESULTS

The Financial Results of the Company for the Financial Year ending on 31st March, 2023 are as under:

PARTICULARS	Year ended on 31st	Year ended on 31st
	March, 2023	March, 2022
Total income	90,67,408	2,46,99,799
Total Expenditure	2,19,01,819	2,68,27,730
Profit before tax	(1,28,34,411)	(21,27,931)
Tax Expenses
Less:
Current Tax
Previous year Tax	9,20,282
Deferred tax	(50,43,540)	12,87,291
Profit after tax for the period	(87,11,153)	(34,15,222)
Add: Balance brought forward from previous Year	60,00,000	60,00,000
Surplus available for appropriation	4,14,25,474	5,01,36,627
Forfeiture Account	1,01,34,235	1,01,34,235
Balance Surplus carried to Balance Sheet	5,75,57,710	6,62,70,862
Earnings per share
Basic	(1.71)	(0.67)
Diluted	(1.71)	(0.67)

3. FINANCIAL PERFORMANCE

During the year 2022-23, your Company recorded a loss of Rs. 1,28,34,411/- (Previous year loss of Rs. (21,27,931/-). The loss for the year has come out to be Rs. (87,11,153/-) as compared to loss of Rs. (34,15,222/-) in year 2022. For details, please refer to the standalone financial statements forming part of this Annual Report.

For detailed analysis of operational performance, please refer to Management Discussion and Analysis Report forming part of this Annual Report.

4. DIVIDEND

The Board of Directors has not recommended any Dividend recommend for Financial Year 2022-23, as company is retaining the reserves for future prospects.

5. RESERVES

During the year under review, your Company has transferred loss amounting to Rs. (87,11,153)/- to Reserve and Surplus.

6. FINANCE

Cash and cash equivalent as at March 31, 2023 was Rs. 21,09,988/-. The Company continues to focus on judicious management of its working capital.

7. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The Company has already diversified the business of the company from tours and travels and entered into the business of packaging/contract packaging/retail model to take up marketing and trading activities pursuant to change in name and objects of the company. However, the company has not started with the new activities. The management endeavors to kick start the new activities and is planning for the future growth prospects and operation of the Company optimistically.

8. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT

The company has already taken the consent from the members of the company regarding the related party transactions which the company has duly completed after the closure of financial year 2022-23.

In accordance with the new circulars issued by SEBI Circular SEBI/HO/CFD/CMD1/CIR/P/2022/40 dated 30.03.2022, and SEBI Circular SEBI/HO/CFD/CMD1/CIR/P/2022/47 dated 08.04.2022 to enter into, contract(s)/ arrangement(s)/ transaction(s) (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise) in order to authorized Related party transaction as approved by the audit committee and shareholders prior to April 1, 2023, the board of the company is seeking approval of members of the Company in its ensuing 29th Annual General Meeting of the Company. The detailed resolutions regarding approval of such related party transactions are stated above in the notice of ensuing AGM.

9. SHARE CAPITAL

(A) AUTHORISED SHARE CAPITAL

The Authorised Share Capital of the Company stands at Rs. 6, 25, 00,000/- (divided into 62, 50,000 Equity Shares of Rs. 10/- each).

During the year, there has been no change in Authorized Share Capital of the company.

(B) PAID -UP SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March, 2023 was Rs. 5, 10, 30, 000/- (divided into 51, 03, 000 Equity Shares of Rs. 10/- each).

During the year under review; the Company has not issued any further Share Capital.

There was no change in the Capital of the Company during the year.

10. CODE OF CONDUCT

Directors, Key Managerial Personnel and Senior Management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company and the declaration in this regard made by the Whole-time Director is attached as "Annexure-T which forms a part of this Report of the Directors.

11. DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)

APPOINTMENT/RESIGNATION OF DIRECTOR:

During the year under review Appointment/Resignation of Directors are as follows:

S.No.	Name of the Director	Designation	Appointment/ Resignation	Date
1	Mr. Krish Sandeep Manocha	Executive Director	Appointment	02.05.2022
2.	Mr. Krish Sandeep Manocha	Executive	Resignation	30.07.2022
3.	Mrs. Namisha Phulani	Executive Director	Resignation	30.07.2022
4.	Mr. Ayush Bhatia	Whole-Time Director	Resignation	31.03.2023

# Mr. Praveen Bhatia (DIN: 00147498) has been re-designated from Non-Executive Director to WholeTime Director of the company w.e.f 28.06.2023

# Mrs. Jyoti Aneja (DIN: 02628815)appointed as an additional (Non-Executive) Director of the company w.e.f 28.06.2023

The Board of Directors of the Company is duly constituted. None of the Directors is disqualified from being appointed as such under the provision of Section 164 (1) of the Companies Act, 2013.

RE-APPOINTMENT OF DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013 and as per the Articles of Association of the Company, Mr. Praveen Bhatia (DIN: 00147498), shall be retire by rotation at ensuing 29^th Annual General Meeting (AGM) and being eligible offer himself for reappointment. The details of Directors seeking re-appointment at the ensuing Annual General Meeting has been provided in the Notice of the Annual General Meeting, forming part of the Annual Report.

The Board of Directors of the Company recommends the re-appointment of Mr. Praveen Bhatia (DIN: 00147498 ) who is liable to retire by rotation and being eligible offer himself for reappointment.

As per Para Clause (10)(i) of Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 read with regulation 34(3) of the said Listing Regulations is attached and forms a part of this Report as "Annexure -II".

12. MANAGEMENTSDISCUSSION AND ANALYSIS REPORT

A comprehensive Managements Discussion and Analysis Report, as required under Regulation 34 (2) (e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached and forms a part of this Report as "Annexure III.

13. MEETINGS

BOARD MEETINGS

During the year, Six (06) Board Meetings were convened and held and details thereof are mentioned in the Report on Corporate Governance forming part of this Annual Report. The intervening gap between the Meetings was within the period as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

GENERAL BODY MEETING

Annual General Meeting of the Company was held during the year. Details are given in Corporate Governance Report.

AUDIT COMMITTEE MEETINGS

During the year, Six (6) Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report.

NOMINATION & REMUNERATION COMMITTEE MEETINGS

During the year, Two (2) Meetings of Nomination & Remuneration Committee were convened and held, the details of which are given in the Corporate Governance Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE MEETING

During the year, One (1) Meeting of Stakeholders Relationship Committee was convened and held, the details of which are given in the Corporate Governance Report.

INDEPENDENT DIRECTORS MEETINGS

During the year, One (1) Meeting of Independent Directors was convened and held, the details of which are given in the Corporate Governance Report.

14. EVALUATION OF THE BOARDS PERFORMANCE

In compliance with the provisions of Section 134 and 178 of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Board has

carried out an Annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Board Committee.

The Board had carried out an annual performance evaluation of its own performance, its committees and all the Directors, pursuant to the requirements of the Act and the Listing Regulations. The process of evaluation was undertaken through discussions amongst the Directors on the basis of criteria formulated by the Nomination and Remuneration Committee such as the composition of Committees, understanding of Companys principles and values, Board effectiveness in providing guidance to the management and processes followed at the meetings etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as constitution and composition of Committees, effectiveness of performance of the committees as outlined in their terms of reference.

In a separate meeting of Independent Directors, the performance of Non-Independent Directors, the Chairman of the Board and the Board as a Whole was also evaluated by the Independent Directors and the recommendation of the Independent Directors, were presented to the Board.

15.INDEPENDENT DIRECTORS DECLARATION

The Company has received declaration from all the Independent Directors under Section 149(7) of the Companies Act, 2013 in respect of meeting the criteria of independence provided under Section 149(6) of the said Act. The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Independent Directors fulfil all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

16.PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS

Criteria for performance evaluation of Independent Directors as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, also form part of this Report as "Annexure IV.

17.SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no Subsidiary / Joint Ventures/ Associate Companies as on 31st March, 2023. As such the Company is not required to consolidate its account with any other Company.

As per the Companies (Accounts) Rules, 2014, the Company is not required to consolidate its Financial Results with the Associate Companies for the Financial Year ended March 31, 2023.Therefore, no need to comply with the Section 129(3) of the Companies Act, 2013 and the Company has prepared its standalone financial statements which forms part of this Annual Report.

Pursuant to the provisions of Section 136 of the Act, the standalone financial statements of the Company along with relevant documents are available at Investor Relations section of the website of the Company at www.proclbglobal.com.

18.INTERNAL CONTROL SYSTEM & ITS ADEQUECY

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to

the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and Reporting Financial Statements.

19. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

20. EXTRACT OF ANNUAL RETURN

The particulars required to be furnished under Section 134(3) (a) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 as prescribed in Form No. MGT-9 has been waived off by Companies (Amendment) Act, 2017.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to financial statements forming part of the Annual Report.

22. PARTICULARS OF RELATED PARTY TRANSACTION

All Related Party Transactions that were entered into by the Company during the financial year were on an Arms Length Basis and were in the ordinary course of business. There is no material significant Related party transactions made by the Company with Promoters, Directors and Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. The details of Related Party Transactions have been provided in Form AOC -2 marked as "Annexure-V.

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

The Company strongly believes in providing a healthy work environment that is free of any discrimination and harassment for each and every individual working for the Company through various interventions and practices. It is our continued endeavour to create an environment that enables employees to work without any fear of prejudices, gender bias and harassment including sexual harassment. The Company has adopted a policy on prevention, prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. During the year under review, the Company had conducted various workshops and interactive awareness programs for sensitizing the employees with the provisions of the aforesaid Act.

Pursuant to requirements of the aforesaid Act read with rules made thereunder, the Company has constituted an internal complaints committee to deal with the complaints received by the Company.

During the year under review, no complaints were received by the Company. The Company is an equal opportunity employer and consciously strives to build a work culture that promoters dignity of all employees. As required under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder;

a) The Company has in place a policy on prevention, prohibition and redressal of sexual harassment at work place which has been made part to the Code of Business Conduct and Ethics applicable to all the employees of the Company.

b) All women, permanent, temporary or contractual including those of service providers are covered under the policy.

24. POLICIES OF COMPANY

> RELATED PARTY TRANSACTION POLICY (REGULATION 23(1) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS), REGULATIONS, 2015

Related Party Transaction Policy, as formulated by the Company, defines the materiality of related party transactions and lays down the procedures of dealing with Related Party Transactions. There were no materially significant related party transactions i.e. transactions of material nature, with its promoters, directors or senior management or their relatives etc. that may have potential conflict with the interest of company at large. Transactions entered with related parties as defined under the Companies Act, 2013 and Regulation 23(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the financial year 2022-23 were mainly in the ordinary course of business and on an arms length basis.

Prior approval of the Audit Committee is obtained by the Company before entering into any related party transaction as per the applicable provisions of Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As per the provisions of Section 188 of the Companies Act 2013, approval of the Board of Directors is also obtained for entering into Related Party Transactions by the Company. A quarterly update is also given to the Audit Committee and the Board of Directors on the related party transactions undertaken by the Company for their review and consideration.

During the year, the Company entered into any material contract, arrangement or transaction with related parties, as defined under Regulation 23(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Related Party Transaction Policy of the Company which have been provided in form AOC-2 marked as "Annexure-v".

> DOCUMENT RETENTION AND ARCHIVAL POLICY (DRAP) (REGULATION 9 OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS), REGULATIONS, 2015

Pursuant to the Regulation 9 of SEBI (LODR) Regulations 2015 mandates that every listed entity shall Formulate a policy for preservation of documents and Regulation 30(8) of the Regulations is also required to have an archival policy on archiving all information disclosed to stock exchange(s). The same has been adopted by the Company.

> MATERIALITY DISCLOSURE POLICY (MDP) (REGULATION 30 OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS), REGULATIONS, 2015

Pursuant to the Regulation 30 of SEBI (LODR) Regulations 2015 mandates that every listed entity shall make disclosures of any events or information which, in the opinion of the Board of Directors of the Listed Company, is material and the same being adopted by the Company.

> VIGIL MECHANISM / WHISTLE BLOWER POLICY (REGULATION 22 SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS), REGULATIONS, 2015)

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Company has formulated WHISTLE BLOWER POLICY to deal with instance of unethical behavior, actual or suspected fraud or violation of the Companys code of conduct, if any. The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys policies. The Audit Committee, on a quarterly basis, reviews the status of complaints, summary of findings and action taken in accordance with the policy.

> RISK MANAGEMENT POLICY (REGULATION 17(9) (A) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS), REGULATIONS, 2015)

Pursuant to provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, your Company has formulated and adopted a Risk Management Policy which covers a formalised Risk Management Structure, along with other aspects of Risk Management i.e. Credit Risk Management, Operational Risk Management, Market Risk Management and Enterprise Risk Management. The Risk Management Policy approved by the Board acts as an overarching statement of intent and establishes the guiding principles by which key risks are managed across the organisation. Directors are overall responsible for identifying, evaluating and managing all significant risks faced by the Company.

The Company has also in place a risk management policy to address risks such as foreign exchange risk, and interest rate risk, which was reviewed and approved by the Board.

> NOMINA TION AND REMUNERA TION POLICY

The Board on the recommendation of Nomination and Remuneration Committee has framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

The Companys Policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other manners provided under SubSection (3) of Section 178 the Companies Act, 2013 is as below :

The appointment policy for Independent Directors, Key Managerial Personnel & Senior Executives is as under-

(A) Independent Directors:

Independent Directors will be appointed based on the criteria mentioned under section 149(6) of the Companies Act, 2013 and in accordance with other applicable provisions of the Companies Act, 2013, rules made there under & Listing Agreements entered with Stock Exchanges.

(B) Key Managerial Personnel (KMP):

KMP will be appointed by the resolution of the board of directors of the Company, based on the qualification, experience and exposure in the prescribed fields. Removal of the KMP will also be done by the Resolution of the Board of Directors of the Company. Appointment/Removal will be in accordance with provisions of the Companies Act, 2013, rules made there under & Listing Agreements entered with Stock Exchanges.

(C) Senior Executives:

Senior Executives will be appointed by the Chairman & Whole-time Director and/or Executive Director of the Company based on their qualification, experience & exposure. Removal of the Senior Executives will also be by Chairman & Whole-time Director and/or Executive Director. Further, appointment & removal will be noted by the Board as required under Clause 8(3) of Companies (Meetings of Board and its Powers) Rules, 2014.

> SEXUAL HARRASSMENT POLICY

The Company has in place a Policy on Prevention, Prohibition & Redressal of Sexual Harassment of Women at Work place and an Internal Complaints Committee (ICC) has been constituted thereunder.

The primary objective of the said Policy is to protect the women employees from sexual harassment at the place of work and also provides for punishment in case of false and malicious representations.

> INSIDER TRADING POLICY

The Policy provides the framework in dealing with securities of the Company.

25. PARTICULARS OF EMPLOYEES & REMUNERATION

Information in accordance with the provisions of Section 134(3) (q) and Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, regarding employees and remuneration is given in "Annexure- W.In terms of Section 136 of the Act, the report and the accounts are being sent to the members excluding the said annexure and the same is available for available for inspection at the Registered office of the Company during business hours.

26. ANNUAL LISTING FEE

The Company has paid the Annual Listing fee for the Financial Year 2022-23 to BSE Limited.

27. COMMITTEES OF COMPANY

> AUDIT COMMITTEE

The Audit Committee comprises of Mrs. Benu Sehgal as the Chairman of the Committee, Mr. Vinod Ralhan and Mr. Anil Lakhani as members. The details of term of reference of the Audit Committee member, dates of meeting held and attendance of the members are given separately in the Corporate Governance Report.

> NOMINA TION &REMUNERA TION COMMITTEE

This Committee comprises of Mrs. Benu Sehgal as the Chairman of the Committee, Mr. Vinod Ralhan and Mr. Anil Lakhani as members. The details of term of reference of the Committee member, dates of meeting held and attendance of the members are given separately in the Corporate Governance Report.

> STAKEHOLDERS RELA TIONSHIP COMMITTEE

This Committee comprises of Mrs. Benu Sehgal as the Chairman of the Committee, Mr. Vinod Ralhan and Mr. Anil Lakhani as members. The details of term of reference of the Committee member, dates of meeting held and attendance of the members are given separately in the Corporate Governance Report.

28. CORPORATE GOVERNANCE

The Company is not required to mandatorily comply with the provision of Regulation 17 to Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations, 2015) as its Equity Share Capital is less than Rs.10 Crore and Net Worth is not exceeding Rs.25 crores, as on the last day of the previous financial year. Your Company believes in adopting best practices of corporate governance. Therefore, Corporate Governance principles are enshrined in the spirit of Company, which forms the core values of the Company. These guiding principles are also articulated through the Companys code of business conduct, corporate governance guidelines, charter of various sub committees and disclosure policy "Annexure-VII".

Pursuant to Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Corporate Governance Report is made a part of this Report. As per the applicable provisions of Schedule- V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance practices followed by your Company on compliance with Corporate Governance norms under the Listing Regulations.

A certificate from the auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached with this Report. The Company is complying with Regulations of SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 with regard to Corporate Governance and reports to that effect are being regularly filed with the Stock Exchanges. The Company has obtained declaration from the Directors and Senior Management members of the Company for compliance of Code of Conduct and the Certificate from Executive Director (Whole-time Director) was placed before the Board of Directors and adopted.

A separate report on Corporate Governance together with a certificate from the Secretarial Auditors of the Company regarding compliance of conditions of Corporate Governance in compliance of Regulation 34 of the Listing Regulations forms part of this Annual Report.

29. AUDITORS & THEIR REPORTS AUDITORS:

(A) STATUTORY AUDITORS

At the 29th AGM to be held on 26^th September, 2023 approval of members required for for appointment of M/s. Ahuja Arun & Co., Chartered Accountants (Firm Registration No.012985N) as

the Statutory Auditor of the Company to fill the casual vacancy created by M/s. Khiwani & Co. (Firm Registration No. 002589N) vide its resignation letter dated 29.08.2023 as the Statutory Auditor of the Company for a term of 5(Five) years from the conclusion of this Annual General Meeting till the conclusion of the 34^th Annual General Meeting.

The Statutory Auditors have submitted a certificate, as required under Section 139(1) of the Act confirming that they meet the criteria provided in Section 141 of the Act.

[I Ul 11 Id I y r 11 KS v LJ I IrILI V I JLn IMI.LJ L.IIVII I l-LS/

(B) STA TUTORY A UDITORS REPORT

There is no qualification, observation or adverse remarks or disclaimer made by the Auditors in their report on the financial statement of the Company for the financial year ended on 31st March, 2023. The Notes on financial statements are self-explanatory, and needs no further explanation.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditors Report are self-explanatory.

The Notes on Accounts and the observations of the Auditors in their Report on the Accounts of the Company are self explanatory and in the opinion of the Directors, do not call for any clarifications.

(C) INTERNAL AUDITOR

The internal auditor of the Company is Akhilesh Agrawal & Associates, Chartered Accountant (FRN: 040209N), has been appointed for the Financial Year 2023-24 in according to Section 138 of the Companies Act, read with Companies (Accounts) Rules, 2014 and carried out the roles and responsibilities which are as follows:

• Evaluated and provided reasonable assurance that risk management, control, and governance systems are functioning as intended and will enable the organizations objectives and goals to be met.

• Reported risk management issues and internal controls deficiencies identified directly to the audit committee and provided recommendations for improving the organizations operations, in terms of both efficient and effective performance.

• Evaluated information security and associated risk exposures.

• Evaluated regulatory compliance program with consultation from legal counsel.

(D) SECRETARIAL AUDITOR, SECRETARIAL AUDIT REPORTAND SECRETARIAL COMPLIACE REPORT SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Board of Directors appointed M/s. Mohit Singh & Associates. Company Secretaries as Secretarial Auditor to carry out Secretarial Audit of the records maintained by the Company for the Financial Year 2023-24.

SECRETARIAL AUDIT REPORT

The Report given by them for the said financial year in the prescribed Form No: MR-3 is annexed to this report as "Annexure-VIII". The observations of the Secretarial Auditors in their report are selfexplanatory and have shown adverse remark.

SECRETARIAL COMPLIANCE REPORT

The Report given by them for the said financial year is annexed to this report as "Annexure- IX". The observations of the Secretarial Auditors in their report are self-explanatory and have shown adverse remark.

(E) COST AUDIT

The Cost Audit is not applicable on your Company.

30. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The notes on accounts referred to in Auditors Report are self-explanatory and, therefore does not call for any further comments under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

31. CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES

Your Company has in place a Code for Prevention of Insider Trading Practices in accordance with the Model Code of Conduct, as prescribed under Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended and has duly complied with the provisions of the said code. The details of the same are provided in Corporate Governance Report forming part of this Annual Report.

32. EXECUTIVE DIRECTOR/CFO CERTIFICATION

As required by the Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Certificate from Executive Director (Whole-time Director)/CFO had been obtained in accordance with Part B of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which forms a part of this report as "Annexure-X".

33. COMPLIANCE CERTIFICATE BY THE AUDITORS

M/s. Mohit Singh & Associates, Company Secretaries have certified that the Company has complied with the conditions of Corporate Governance as stipulated in Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same forms a part of the Annual Report as "Annexure-XI".

34. DEPOSITS

The Company has not accepted any public deposits during the financial year under report.

35. LISTING

The Company has obtained In-Principal approval dated 17th August, 2017 for Direct Listing and permission on BSE main Board for its 51,03,000 Equity Shares of Rs. 10/ each for trading on the Bombay Stock Exchange (BSE) during the financial year. The Company received listing & trading approval on dated 19^th September, 2017 from BSE and same was effective from 21^st September, 2017 to deal on the Exchange.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS

There are no orders passed by the Courts/ Tribunals, which would impact the going concern status of the Company and its future operations.

37. DETAILS OF FRAUD REPORTED BY AUDITOR

No fraud has been noticed or reported by the Auditors including Secretarial Auditor of the Company as per Section 134 (3) (ca) of the Companies Act, 2013 read with Companies (Amendment) Act, 2015.

38. DEMATERIALIZATION OF SHARES AND NOMINATION FACILITY AND LISTING AT STOCK EXCHANGES

As per the Securities and Exchange Board of India (SEBI) directives, the transactions of the Companys shares must be compulsorily in dematerialized form. Your Company had entered into agreements with National Securities Depository Ltd. and Central Depository Services (India) Ltd. to facilitate holding and trading of shares in electronic form. Shareholders holding shares in physical form are requested to convert their holding into dematerialized form. Shareholders may utilize the nomination facility available by sending duly filled form prescribed to our Registrar and Share Transfer Agent, M/s. Beetal Financial & Computer Services (P) Ltd. Your Companys equity shares are listed with Bombay Stock Exchange Ltd. (BSE). The Company has paid the Annual Listing Fees to said Stock Exchanges for the Financial Year 2023-24.

39. SHARE TRANSFER SYSTEM

The Stakeholders Relationship Committee has authorized the Company Secretary of the Company to approve the transfer of shares within a period of 15 days from the date of receipt in case the documents are completed in all respects. Shares under objection are returned within two weeks. All request for dematerialization of shares are processed, if found in order and confirmation is given to the respective depositories, that is National Securities Depositaries Ltd (NSDL) and Central Depositories Services Ltd (CDSL) within 15 days.

40. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in "Annexure- XII" and is attached to this report.

41. DOCUMENTS PLACED ON THE WEBSITE

Pursuant to the provisions of the Companies Act, 2013, SEBI (LODR) Regulations, the Company is required to place various Policies/Documents/ Details on the website of the Company. The Company has a functional website and all the requisite information is being uploaded thereat.

42. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your directors make the following statement in terms of Section 134 of the Companies Act, 2013; -

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023.

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The directors had prepared the annual accounts on a going concern basis.

e) The directors had laid down internal financial controls and that such internal financial controls are adequate and have been operating effectively.

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems have been found adequate and operating effectively.

Your Directors confirm compliance of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India by the Company.

43. CAUTIONARY STATEMENT

Statements in the Boards Report and the Management Discussion and Analysis Report describing the Companys objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operations include the status of the promoters, change in government regulations, tax laws, economic developments within the country and other factors such as litigation, arrangement of funds.

44. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2022-2023.

45. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR:

[Formerly pruvesiveni services liivuieuj

46. ACKNOWLEDGMENT

Your Directors thank various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year.

The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

By Order of the Board of Directors For PRO CLB GLOBAL LIMITED

Sd/-	Sd/-	Sd/-
DEEPIKA RAJPUT	VINOD RALHAN	PRAVEEN BHATIA
COMPANY SECRETARY	DIRECTOR	WHOLE TIME DIRECTOR
M.NO: 21202	DIN:00146449	DIN:00147498
		DATE:31/08/2023 PLACE: NEW DELHI