Praveg Comm. Director Discussions


To,

The Members of Praveg Limited

The Board of Directors present this Annual Report of Praveg Limited (the Company or Praveg) along with the Audited Financial Statements for the financial year ended March 31,2023 (FY 2022-23).

FINANCIAL PERFORMANCE

The Audited Financial Statements of the Company as on March 31, 2023, are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlight is depicted below:

FINANCIAL RESULTS AND APPROPRIATIONS

STANDALONE

CONSOLIDATED

2022-23 2021-22 2022-23 2021-22
Income
Income from Operations 8437.92 4498.86 8447.76 4524.96
Other Income 38.04 4.19 38.04 4.19
Total Income 8475.96 4503.05 8485.80 4529.15
Expenses
Events & Site Expenses 2895.26 1764.24 2898.02 1774.63
Employee Benefit Expenses 664.13 476.87 664.13 476.86
Financial Costs 68.99 50.07 69.03 50.08
Depreciation And Amortisation Expenses 608.76 267.87 608.76 267.87
Other Expenses 392.10 287.63 393.87 301.92
Profit/(Loss) before loss of Share of Joint Venture, 3846.71 1656.37 3851.99 1657.79
Exceptional Items & Tax Expenses
Share of profit /(loss) from Joint Venture 0.00 0.00 0.00 0.00
Profit/(Loss) before Exceptional Items & Tax Expenses 3846.71 1656.37 3851.99 1657.79
Exceptional Items 0.00 0.00 0.00 0.00
Profit /(loss) before tax 3846.71 1656.37 3851.99 1657.79
Tax Expense 1008.69 433.59 1008.69 433.59
Current Tax 978.38 431.56 978.38 431.56
Deferred Tax 30.31 2.03 30.31 2.03
Profit/(Loss) for the period / year from 2838.02 1222.78 2843.30 1224.20
continuing operations
Profit/(Loss) from discontinued operations 0 0 0 0
Tax expenses of discontinued operations 0 0 0 0
Profit for the period 2838.02 1222.78 2843.30 1224.20
Other comprehensive income
a. Items that will not be reclassified to profit or loss:
i) Remeasurement of defined employee benefit plan (2.32) (0.19) (2.32) (0.19)
ii) Income tax relating to item that will not be 0.58 0.05 0.58 0.05
reclassified to profit or loss
Total Other Comprehensive Income (Net of Tax) (1.74) (0.14) (1.74) (0.14)
Total Comprehensive Income for the period / Year 2836.28 1222.64 2841.56 1224.06
Paid up equity share capital (Face Value 10 per share) 2092.21 1848.41 2841.56 1848.41
Earnings per Equity Share (Basic) (in ) 14.75 6.61 14.78 6.62
Earnings per Equity Share (Diluted) (in ) 14.62 6.65 14.64 6.65

RESULTS OF OPERATIONS & STATE OF COMPANYS AFFAIRS

The key aspects of your Companys performance during the financial year 2022-23 are as follows:

Standalone Financial Results:

Revenue from operations increased by 88.23% at 8475.96 lakhs (previous year 4503.05 lakhs). Profit before Tax increased by 132.24 % to 3846.71lakhs (previous year 1656.38 lakhs). Profit after Tax is 2838.02 lakhs (previous year 1222.79 lakhs).

Consolidated Financial Results:

The Company achieved consolidated Revenue of 8485.80 lakhs (previous year 4529.15 lakhs) and Profit before Tax stood at 3851.99 lakhs for the year under review (previous year 1657.79 lakhs).

DIVIDEND

The company continues to evaluate and manage its dividend policy to build long term shareholder value. The Board of Directors of the Company at its meeting held on May 30, 2023 has recommended the Final Dividend of 45% i.e. 4.5 /- (Four rupees and fifty paisa only) per equity share of 10/- each, which is subject to the approval of members at the ensuing Annual General Meeting.

The Board of Directors of the Company has approved the Dividend Distribution Policy in accordance with the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR"). This policy is available on your Companys website at https://praveg.com/code_of_conduct_and_policies/Dividend_ Distribution_Policy_PL.pdf.

CAPITAL STRUCTURE OF THE COMPANY

The Companys paid-up equity share capital continues to stand at 2092.21 lakhs as on March 31,2023. During the FY 202223, your Company has issued 24,37,980 (Twenty Four Lakhs Thirty Seven Thousand Nine Hundred Eighty) equity shares of face value of 10/- each at a price of 229/- each payable in cash, aggregating upto 55.83 crore and 12,00,000 (Twelve Lakhs) warrants, each convertible into, or exchangeable for, 1 (one) fully paid-up equity share of your Company of face value of 10/- each (Warrants) at a price of 268/- each payable in cash (Warrants Issue Price), aggregating upto 32.16 crore. The warrant holders have paid 25% of the warrant issue price and have options to convert the warrants within a period of 18 months i.e. by August 10, 2024.

Your Company does not have any scheme for the issue of shares, including sweat equity to the Employees or Directors of your Company.

TRANSFER TO RESERVES

The Board of Directors of the Company has not transferred any amount to the Reserves for the period ended March 31,2023.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As of March 31, 2023, the Company has four subsidiaries and one joint venture. The Company had incorporated two wholly owned Subsidiaries i.e. Praveg Adalaj Tourism Infrastructure Private Limited and Praveg Safaris Kenya Limited during FY 2022-23. Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared Consolidated Financial Statements of the Company and a separate statement containing the salient features of Financial Statement of subsidiaries and joint venture in the prescribed format AOC-1 is appended as Annexure-I to the Boards report.

The Annual Financial Statements and related detailed information of the subsidiaries and joint venture shall be made available to the shareholders of the holding and subsidiaries and joint venture seeking such information on all working days during business hours. The financial statements of the subsidiaries and joint venture shall also be kept for inspection by any shareholders during working hours at your Companys registered office and that of the respective subsidiaries and joint venture concerned. In accordance with Section 136 of the Act, the Audited Financial Statements, including Consolidated Financial Statements and related information of your Company and audited accounts of each of its subsidiary joint venture, are available on website of the Company at www.praveg.com under the Investor Relations section.

The Board of Directors of your Company has approved a Policy for determining material subsidiaries in line with the Listing Regulations. The Policy is available on the Companys website (https://praveg.com/code-of-conduct-and-policies/).

Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments of subsidiaries and joint venture of the Company are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft of the Annual Return of the Company for the financial year ended March 31,2023 is uploaded on the website of the Company and can be accessed at www.praveg.com.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS

Particulars of loan given, investments made, guarantees given and securities provided covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All Related Party Transactions entered into during the financial year were on an arms length basis and were in the ordinary course of business. Your Company had not entered into any transactions with the related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in form AOC-2 is not applicable.

The Board of the Company has adopted the Policy and procedure with regard to Related Party Transactions. The policy envisages the procedure governing the materiality of Related Party Transactions and dealing with Related Party transactions required to be followed by Company to ensure compliance with the Law and Regulation. The said Policy is available on the website of the Company at https://praveg.com/code_of_conduct_and_policies/10.-Related-Party-Transactions- Policy_PCL.pdf.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India, which have mandatory application during the FY 2022-23 under review.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Separate reports on Corporate Governance compliance and Management Discussion and Analysis as stipulated by the SEBI Listing Regulations forms part of this Annual Report alongwith the required Certificate from Practising Company Secretary regarding Compliance of the conditions of Corporate Governance as stipulated.

In Compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board Members and Senior Management Personnel of the company, who have affirmed the compliance thereto.

DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in Section 134(3)(c) read with sub-section (5) of the Companies Act, 2013, to the best of their knowledge and ability state that:

a) In the preparation of annual accounts for the year ended March 31,2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit or loss of the Company for the year ended on that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors have laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and are operating effectively; and

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Directorate:

As of March 31,2023, your Companys Board had seven members comprising of Two Executive Director, One Non-Executive and Non-Independent Directors and Four Non-Executive Independent Directors. The Board has one woman Director. The details of Board and Committee composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

The members of the Board of Directors of the Company are of proven competence and integrity. Besides having financial literacy, experience, leadership qualities and the ability to think strategically, the Directors have a significant degree of commitment to the Company and devote adequate time for the meetings, preparation and attendance.

During the FY 2022-23, following changes took place:

Appointments/Re-appointments

Ms. Prolina Barada was appointed as an Executive Director of the Company by the members at 27th Annual General Meeting held on November 28, 2022 with effect October 28, 2022 for a period of five years.

The Board of Directors based on the recommendation of the Nomination and Remuneration Committee, recommended appointment of Ms. Pooja Khakhi as an Independent Director of the Company for a term of 5 (five) consecutive years with effect from May 30, 2023.

The Board of Directors based on the recommendation of the Nomination and Remuneration Committee, recommended appointment of Mr. Bhumit Patel as an Executive Director (Projects) of the Company for a term of 5 (five) consecutive years with effect from August 14, 2023.

The Board of Directors based on the recommendation of the Nomination and Remuneration Committee, recommended appointment of Ms. Bijal Parikh as an Executive Director (Finance) of the Company for a term of 5 (five) consecutive years with effect from August 14, 2023.

Cessation

Mrs. Sunita Patel, Non-Executive Director tendered her resignation from the position of Director with effect from October 28, 2022. The Board noted and accepted her resignation at its meeting held on October 28, 2022 and the Board places on record its immense appreciation for her contribution during her tenure as a Non-Executive Director of the Company.

Ms. Prolina Barada, Executive Director of the Company has tendered her resignation from the position of Director with effect from August 14, 2023. The Board noted and accepted her resignation at its meeting held on August 14, 2023 and the Board places on record its immense appreciation for her contribution during her tenure as an Executive Director of the Company. Retirement by Rotation

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Mr. Vishnukumar Patel (DIN: 02011649), retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers herself for re-appointment.

B. Key Managerial Personnel:

As of March 31,2023, your Companys Board had three Key Managerial Personnel:

Paraskumar Patel - Managing Director
Dharmendra Soni - Chief Financial Officer
Mukesh Chaudhary - Company Secretary

During the FY 2022-23 under review, Mr. Mukesh Chaudhary, Company Secretary resigned w.e.f. April 15, 2022. Mr. Viral Doshi, Chief Financial Officer resigned w.e.f. June 15, 2022 from the Company.

The Board placed on record its appreciation for the valuable services rendered by Mr. Mukesh Chaudhary and Mr. Viral Doshi. The Company appointed Ms. Pratixa Seju as Company Secretary of the Company w.e.f. April 15, 2023. Ms. Pratixa Seju, Company Secretary resigned w.e.f. June 30, 2023 from the Company.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company appointed Mr. Mukesh Chaudhary as Company Secretary w.e.f. July 1,2022.

C. Independent Directors

The Companys Independent Directors have submitted requisite declarations confirming that they continue to meet the

criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct.

All the Independent Directors of the Company have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Further, the Board after taking these declarations/disclosures on record and acknowledging the veracity of the same concluded that the Independent Directors are persons of integrity and possess the relevant expertise and experience to qualify as Independent Directors of the Company and are Independent of the Management.

The Board is of the opinion that all the Independent Directors of the Company strictly adhere to corporate integrity, possesses requisite expertise, experience and qualifications to discharge the assigned duties and responsibilities as mandated by the Companies Act, 2013 and Listing Regulations diligently.

The Policy for selection of Directors and determining Directors independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as Independent Directors of the Company. The Policy also provides for the factors in evaluating the suitability of individual Board members with diverse background and experience that are relevant for the Companys operations. The said policy is put up on the Companys website and can be accessed at https://praveg.com/code_of_conduct_and_policies/T-And-C-of-Appointment-of-IDs_PCIL.pdf.

D. Policy on Directors Appointment and Remuneration

The Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees sets out the guiding principles for the Nomination and Remuneration Committee for recommending to the Board the remuneration of the Directors, Key Managerial Personnel and other employees of the Company. The policy is available on the Companys website at https://praveg.com/code_of_conduct_and_policies/6-Nomination-RemunerationPolicy_PCL.pdf.

E. Mechanism for Evaluation of the Board

The Company has devised a Board Evaluation Framework for performance evaluation of Independent Directors, Board, NonIndependent Directors and Chairman of the Company. Pursuant to this framework, the Board has carried out the annual evaluation of its own performance as well as the evaluation of the working of its Committees and individual Directors, including Chairman of the Board. This exercise was carried out through a structured questionnaire prepared separately for Board, Committee and individual Directors.

The Board acknowledged certain key improvement areas emerging through this exercise and action plans to address these are in progress. The performance evaluation of the Non-Independent Directors including Chairman was carried out by the Independent Directors at a separate meeting of the Independent Directors on February 13, 2023. The Nomination and Remuneration Committee has further carried out evaluation of all Directors including Independent Directors. The report of performance evaluation so arrived at was then noted and discussed by the Nomination and Remuneration Committee. Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually. Feedback was sought by way of a structured questionnaire covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the Directors.

The evaluation is performed by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

In line with SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 5, 2017, the Company has adopted the criteria recommended by the SEBI.

The Directors were given Six Forms for evaluation of the following:

i) Evaluation of Board;

ii) Evaluation of Committees of the Board;

iii) Evaluation of Independent Directors;

iv) Evaluation of Chairperson;

v) Evaluation of Non-Executive and Non-Independent Directors; and

vi) Evaluation of Managing Director.

The Directors were requested to give following ratings for each criteria:

1. Could do more to meet expectations;

2. Meets expectations; and

3. Exceeds expectations.

The Board of Directors have appointed Mr. Anand Lavingia, Practicing Company Secretary as scrutinizer for Board evaluation process.

The Directors have sent the duly filled forms to Mr. Anand Lavingiaafter evaluation.

Mr. Anand Lavingia based on the evaluation done by the Directors has prepared a report and submitted the Evaluation Report. The Chairperson based on the report of the scrutinizer has informed the rankings to each Director and also informed that based on the Evaluation done by the Directors and also report issued by Mr. Anand Lavingia, the performance of Directors is satisfactory, and they are recommended for continuation as Directors of the Company

Executive Directors and Senior Management provide an overview of the operations and familiarize the new Non-Executive Directors on matters related to the Companys values and commitments. They are also introduced to the organisation structure, constitution of various committees, board procedures, risk management strategies, etc.

Strategic presentations are made to the Board where Directors get an opportunity to interact with Senior Management. Directors are also informed of the various developments in the Company through Press Releases, emails, etc.

Senior management personnel of the Company make presentations to the Board Members on a periodical basis, briefing them on the operations of the Company, plans, strategy, risks involved, new initiatives, etc., and seek their opinions and suggestions on the same. In addition, the Directors are briefed on their specific responsibilities and duties that may arise from time to time The Statutory Auditors and Internal Auditors of the Company make presentations to the Board of Directors on Financial Statements and Internal Controls. They will also make presentation on regulatory changes from time to time.

BOARD DIVERSITY

The Company has over the years been fortunate to have eminent persons from diverse fields to serve as Directors on its Board. Pursuant to the SEBI Listing Regulations, the Nomination & Remuneration Committee of the Board has formalised a policy on Board Diversity to ensure diversity of the Board in terms of experience, knowledge, perspective, background, gender, age and culture. The Policy on diversity is available on the Companys website and can be accessed at https://praveg.com/code_of_conduct_and_policies/8-PolicyonBoard-Diversity_PCL.pdf

AUDITORS AND AUDITORS REPORT

Statutory Auditors

M/s. B. K. Patel & Co., Chartered Accountants (Firm Registration No. 112647W) Ahmedabad are the Statutory Auditors of the Company for the year ended March 31,2023.M/s. B. K. Patel & Co., Chartered Accountants (Firm Registration No. 112647W) were appointed as the Statutory Auditors of the Company for a term of 5 (five) consecutive years at the Annual General Meeting held on September 28, 2020. They have confirmed their eligibility and qualifications required under the Act for holding office as Statutory Auditors of the Company.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remarkor disclaimer. The Auditors Report is enclosed with the financial statements forming part of this Annual Report.

Disclosure of total fees paid to Statutory Auditor, on a consolidated basis

Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to statutory auditors of the Company and other firms in the network entity of which the statutory auditors are a part, during the year ended March 31, 2023, is Rs. 8.00 lakhs.

Secretarial Auditor

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Mr. Anand Lavingia, Practicing Company Secretary, Ahmedabad, as the Secretarial Auditor for conducting Secretarial Audit of the Company for the financial year ended March 31,2023.

The report of the Secretarial Auditor is given in Annexure-II. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the Financial Year ended March 31,2023 for all applicable compliances as per the Securities and Exchange Board of India Regulations and Circulars/Guidelines issued there under. The Annual Secretarial Compliance Report issued by Mr. Anand Lavingia Practicing Company Secretary has been submitted to the Stock Exchanges within 60 days of the end of the Financial Year.

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

A. Conservation of Energy

Being a responsible Company, Pravegs daily operations are not energy-intensive. The Company follows energy efficient practices to contribute its bit in energy conservation.

i) Steps taken or impact on conservation of energy:

The Company believes that energy conservation is a collective effort and works towards ensuring implementation of energy efficient techniques by the staff by providing training and conducting awareness programmes.

ii) Steps taken for utilization of alternate sources of energy:

1. The Company follows energy-efficient techniques like limiting the use of artificial lights and encouraging use of natural light as much as possible.

2. The Company uses energy efficient CFL or LED lights in place of regular bulbs to save energy.

3. The Staff has been advised to use hibernation mode on Computers when it is not in use.

4. All the employees are trained of the energy-saving features of appliances and other electronics like the printers and air- conditioners.

5. The company ensures to replace the outdated electronic equipment with certified energy efficient ones.

iii) Capital investment on energy conservation equipments:

No significant capital investment is made on energy consumption equipment which can be quantified.

B. Technology absorption

Operations of the company do not involve any kind of special technology and there was no expenditure on research & development during this financial year.

i) Efforts made towards technology absorption : Not Applicable
ii) Benefits derived : Not Applicable
iii) Details of Technology Imported in last three years
a) Details of Technology imported : Not Applicable
b) Year of import : Not Applicable
c) whether the technology been fully absorbed : Not Applicable
d) if not fully absorbed, areas where absorption has not
taken place, and the reasons thereof : Not Applicable
iv) Expenditure incurred on Research and Development : Not Applicable

C. Foreign Exchange Earnings and Outgo

During the Financial Year, the foreign exchange earned in terms of actual inflows was NIL, whereas the foreign exchange in terms of actual outflows was NIL.

PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

The information required pursuant to Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided separate annexure forming part of this Report as Annexure III.

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request. In terms of Section 136 of the Companies Act, 2013, theReport and Accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in this regard.

LISTING AT STOCK EXCHANGE

The Companys equity shares are listed on the BSE Limited, Phiroze JeeJeebhoy Towers, Dalal Street,

Mumbai - 400 001, Maharashtra, India

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

DISCLOSURES

Meetings of the Board

Fourteen Meetings of the Board of Directors were held during the year. The particulars of the meetings held and attended by each Director are detailed in the Corporate Governance Report.

Committees of the Board

Details of various committees constituted by the Board of Directors as per the provision of the SEBI Listing Regulations and the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this Annual Report.

Audit Committee

The Audit Committee comprises Mr. Ajit Panda (Chairman), Mr. Jaladhi Shah and Mr. Rajendrakumar Patel. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

Share Capital

The Authorised Capital of the Company is 40,00,00,000/- divided into 4,00,00,000 Equity Shares as on March 31,2023 and The Paid-up Share Capital of the Company as on March 31,2023 is 20,92,20,800/- divided into 2,09,22,080 Equity Shares of 10 each fully paid up.

Corporate Social Responsibility (CSR)

The Company has focused on several corporate social responsibility programs. The Company continues its endeavour to improve the lives of people and provide opportunities for their holistic development through its different initiatives in the areas of Education, Employment enhancing vocation skills, Arts, Culture, promotion of traditional art and handicrafts.

The Company has constituted a Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The policy can be accessed at https://praveg.com/code_of_conduct_and_policies/CSR-Policy.pdf.The brief details of CSR Committee are provided in the Corporate Governance Report. The Annual Report on CSR activities is annexed herewith and marked as Annexure IV to this Report.

Internal Financial Controls

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2022-23.

Internal Control Systems

Adequate internal control systems commensurate with the nature of the Companys business and size and complexity of its operations are in place and have been operating satisfactorily.

Reclassification of Promoters / Promoter Group to Public

The Company has received approval from Stock Exchange i.e. the BSE Limited on July 07, 2022 for the re-classification of the following Promoters and Members of the Promoter Group of the Company from the Promoter and Promoter Group category to the Public category of the shareholders of the Company, in accordance with Regulation 31A of the Listing Regulations.

Sr. No. Name of the Promoters and Members of the Promoter Group Category
1 Pravinbhai Maneklal Patel Promoter
2 Jyotsnaben Pravinbhai Patel Promoter
3 Jayesh Ishwarlal Patel Promoter Group
4 Rajesh K Patel Promoter Group
5 Manishkumar Sureshchandra Rami Promoter Group
6 Kalpesh Ramanlal Patel Promoter Group
7 Parag Vijaykumar Patel Promoter Group

Risk Management Policy

The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholders value and providing an optimum risk-reward trade off. The risk management approach is based on a clear understanding of the variety of risks that the organisation faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal control systems and procedures to combat risks. The said Policy is available on the website of the Company athttps://praveg.com/code_of_conduct_and_policies/Risk_ Management_Policy_PL.pdf.

Vigil Mechanism & Whistle Blower Policy

The Company has a Vigil mechanism & Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. The reportable matters may be reported to the Vigilance & Ethics

Officer which operates under the supervision of the Audit Committee, as protected disclosures through an e-mail, or dedicated telephone line or a written letter. Employees may also report directly to the Chairman of the Audit Committee. The said Policy is available on the website of the Company at https://praveg.com/code_of_conduct_and_policies/11- WhistleBlowerPolicy_PCL.pdf.

Prevention of Sexual Harassment of Women at Workplace

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has formed Internal Committee for various workplaces to address complaints pertaining to sexual harassment in accordance with the POSH Act. The Company has a policy for prevention of Sexual Harassment, which ensures a free and fair enquiry process with clear timelines for resolution. There were no cases/complaints filed during the year under POSH Act.

Prevention of Insider Trading

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

INSURANCE

The assets of your Company have been adequately insured.

PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

WEBSITE

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely "www.praveg.com" containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

GENERAL

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

I. Details relating to deposits covered under Chapter V of the Act.

ii. Issue of equity shares with differential rights as to dividend, voting or otherwise.

iii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

iv. Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company

v. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

vi. Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing Director of the Company.

vii. Change in the nature of business of the Company.

viii. Instances of transferring the funds to the Investor Education and Protection Fund.

ix. Under Corporate Insolvency Resolution Process under the Details of any application fled for corporate insolvency and Bankruptcy Code, 2016.

x. Maintenance of Cost Records specified by the Central Government under Section 148 of the Companies Act, 2013

xi. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime

settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

xii. There have been no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations

CAUTIONARY STATEMENT

Certain Statements in this Annual Report may constitute "forward looking statements". These forward-looking statements are subject to a number of risks, uncertainties and other factors which could cause actual results to differ materially from those suggested by forward looking statements. Important factors that could influence the Companys 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 Companys employees. Your Directors acknowledge with gratitude, the encouragement and support extended by our valued shareholders.

For an on behalf of the Board of Directors

For and on behalf of the Board of Directors
Date : August 14, 2023 Vishnukumar Patel Bijal Parikh
Place : Ahmedabad Chairman Director
DIN 02011649 DIN 07027983