Prevest Denpro Ltd Directors Report

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Jul 23, 2024|03:40:00 PM

Prevest Denpro Ltd Share Price directors Report

The Members Prevest Denpro Limited

The Directors are pleased to present their 24thAnnual Report on the business and operations of the Company together with the audited financial statements for the Financial Year ended March 31, 2023.

FINANCIAL RESULTS

The Companys financial performance for the Financial Year ended March 31, 2023 is summarised below:

(Amount in Rs. Lakh)

Particulars FY 2022-23 FY 2021-22
Total Income 5188.76 3973.50
Less: Expenditure 3093.09 2368.33
Profit/(Loss) before Tax 2095.68 1605.16
Tax Expense (including Previous Year Tax Adjustment) 524.67 448.28
Profit/(Loss) after Tax 1571.01 1156.88

RESULTS OF OPERATIONS & STATE OF COMPANYS AFFAIRS

During FY 2022-23, the Company has earned profit before tax of Rs. 2095.68 Lakh and after-tax profit of Rs. 1571.01 Lakh as against profit before tax of Rs. 1605.16 Lakh and after-tax profit of Rs. 1156.88 Lakh during FY2021-22. The Company is striving towards making platform for its future activities and your Directors are confident about the prospects of the Company and have a belief that its performances will improve in the years ahead.

DIVIDEND AND RESERVES

Based on the Companys performance, the Directors of Company recommend a dividend of ^ 1 per share, subject to the approval of the Members.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members w.e.f. April 1, 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at prescribed rates as per the Income- tax Act, 1961.

DEPOSITS

There were no outstanding deposits at the beginning and end of the FY 2022-23. Also, the Company has not Accepted any deposits from the public/members under Section 73 of the Companies Act, 2013 (the Act) read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year.

SHARE CAPITAL

The paid-up Share Capital as on March 31, 2023, was Rs. 12,00,30,000 consisting of 1,20,03,000 Equity shares of Rs. 10 each fully paid-up. During the year under review, the Company has not issued any further shares.

The Company has not issued shares with differential voting rights during the year under review.

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished

SUBSIDAIRY AND ASSOCIATESCOMPANIES

As on March 31, 2023, the Company did not have any Subsidiary, Joint Venture, and Associate Company.

However, the Company incorporated a wholly owned subsidiary in the name of Denvisio Biomed Limited on 15th May 2023

DIRECTORS REPORT

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return of the Company for Financial Year 2022-23 prepared in accordance with Section 92(1) of the Act has been placed on the website and is available at www.prevestdenpro.com

RELATED PARTY TRANSACTIONS AND POLICY

• The Company has developed a related party transactions framework through standard operating procedures for the purpose of identification and monitoring of transactions with the related parties.

• The policy on related party transactions as approved by the Board of Directors has been uploaded on the website of the Company. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company.

• The details of transactions entered with the related parties are given in form AOC-2 in terms of the provision of section 188(1) including certain arms length transactions and annexed herewith as Annexure A

PARTICULARS OF REMUNERATION OF DIRECTORS AND CERTAIN SPECIFIED EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees), Rules 1975, the ratio of remuneration of each Director to the median of the employees remuneration is furnished in Annexure B.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2023, the Board of Directors of the Company comprised of six Directors, viz., three Executive Directors, one Non-Executive Director and two Independent Directors.

As per the Articles of Association of the Company, one third of the rotational Directors (other than Independent Directors) are liable to retire by rotation at the Annual General Meeting ("AGM") of the Company, every year. Dr. Sai Kalyan DIN 07330470is liable to retire by rotation at the ensuing 24thAGM and being eligible offers herself for reappointment.

Brief profiles of the Directors seeking appointment/ re-appointment have been given as an annexure to the Notice of the ensuing AGM.

During the April 27, 2023 meeting, the Board of Directors appointed two new directors, namely Mr. Vaibhav Munjal (DIN: 10072098) as an additional Executive Director and Mr. Pardeep Gandotra (DIN: 08733719) as an additional Independent Director. The regularization of their positions is contingent upon the approval of shareholders during the Annual General Meeting.

Composition of the Board and KMP along with the number of other Directorships/Committee positions held as on March 31, 2023 by the Directors is as follows

Sl. No. Name Of the director Category Number of other Directorships held in other public/listed companies

Number of committee membership held in other public companies (limited to only audit and stakeholders relationship committees)

No and % of equity shares held in the company(%)
As Chairperson As Member
1 Mr. Atul Modi Chairman, Managing Director Nil Nil Nil 37.52.%
2 Mrs. Namrata Modi Whole Time Director, CFO Nil Nil Nil 36.03%
3 Dr. Sai Kalyan Surapaneni Executive Director Nil Nil Nil 0.00083%
4 Mrs. Niharika Modi Non-Executive Director Nil Nil Nil 0.03%
5 Dr. Nikhil Shrkant Bobade Non-Executive Independent Director Nil Nil Nil Nil
6 Dr. Sudeep Haralakatte Murthy Non-Executive Independent Director Nil Nil Nil Nil
7. Ms. Krishna Rathi Company Secretary and Compliance Officer Nil Nil Nil Nil

Number of meetings of the board

During the financial year 2022-23, Eight meetings of the Board were held and the gap between two meetings. did not exceedone hundred and twenty days. The Board Meetings are prescheduled, and adequate notice is given to the Board members. BoardMeetings are generally held at the registered office of the Company either through video conference or through physical presence.

These Board Meetings were held on April 21, 2022; May 09, 2022; May 17, 2022; August10, 2022; August 27, 2022; November 09, 2022; February 13, 2023, and March 03, 2023.

The necessary quorum was present for all the meetings.

Attendance of Directors at the Board Meetings held during the financial year 2022-23:

Nameof the Directo r Board Meetin gs entitledo attend BoardMeeting s Attended
M r. Atul Mo di 08 08
Mrs. Namrata Modi 08 08
Dr. Sai Kalyan Surapanen 08 05
Mrs. Niharika Modi 08 01
Dr. Nikhil Shrikant Bob a 08 03
Dr. Sudeep Haralak: M urthy 08 02

INDEPENDENT DIRECTORS

The Board is of the opinion that the Independent Directors fulfil the conditions specified in the Companies Act,

2013 and SEBI (LODR), Regulations, 2015 and that they are independent of the management.

During the financial year 2022-23, one (1) meeting of the Independent Directors was held on July 30, 2022,

Interalia to review the following and the meeting was attended by all the Independent Directors to:

• Review performance of non-independent directors and the Board of Directors as a whole.

• Review performance of the Chairperson of the Company.

• Assess the quality, quantity, and timeliness of flow of information between the management of the Company and the Board of Directors that is necessary for the Board to perform their duties effectively and reasonably.

The familiarization program and other disclosures as specified under SEBI (LODR) Regulations, 2015 is available on the Companys website www.prevestdenpro.com

No Independent Director had resigned during the financial year 2022-23.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations. In the opinion of the Board, the Independent Directors, fulfil the conditions of independence specified in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations. A formal letter of appointment to Independent Directors as provided in Companies Act, 2013 has been issued.

PERFORMANCE EVALUATION CRITERIA FOR THE INDEPENDENT DIRECTORS

The indicative criteria for evaluation of performance of the Independent Director that are provided in the in terms of appointment are as under:

•• Attendance and contribution at Board and Committee meetings.

• Appropriate mix of expertise, skills, behavior, experience, leadership qualities, sense of sobriety and understanding of business, strategic direction to align companys value and standards

• Knowledge of finance, accounts, legal, investment, marketing, foreign exchange/ hedging, internal controls, risk

• Management, assessment and mitigation, business operations, processes and corporate governance.

• Ability to create a performance culture that drives value creation and a high quality of debate with robust and probing discussions.

• Effective decision-making ability.

• Ability to open channels of communication with executive management and other colleagues on Board to maintain high standards of integrity and probity.

• His/her global presence, rational, physical, and mental fitness, broader thinking, vision on corporate social Responsibility etc. standards of integrity and probity.

• Controls and systems in place by ensuring the right level of contact with external stakeholders.

• His/her contribution to enhance over all brand image of the Company.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Company has adopted a Code of Conduct for the Board of Directors and Senior Management Personnel to ensure that the business of the Company is conducted with the highest standards of ethics and values in accordance with the applicable laws, regulations and rules and is critical to the success of the Company. The Code is available on the Companys website at www.prevestdenpro.com

COMMITTEES OF THE BOARD

AUDIT COMMITTEE

Composition of the Committee and Meetings held and attended by each member:

Name of the Member Category Position

Meetings

Held Attended
Dr. Sudeep Haralakatte Murthy Independent Director Chairperson 4 3
Dr. Nikhil Shrikant Bobad e Independent Director Member 4 4
Mrs. Namrata Mod i Executive Director Member 4 4

Terms of Reference

The Audit Committee has interalia the following mandate:

• Oversight of the Companys financial reporting process, examination of the financial statement and the auditors report there on and the disclosure of its financial information to ensure that the financial statement is correct, sufficient, and credible.

• Recommendation for appointment, re-appointment and replacement, remuneration and terms of appointment of auditors, including the internal auditor, cost auditor and statutory auditor, of the Company and the fixation of audit fee.

• Approval of payments to statutory auditors for any other services rendered by the Statutory Auditors of the Company.

• Reviewing, with the management, the Annual Financial Statements and Auditors Report there submission to the

• Board for approval, with reference to:

i) Matters required to be included in the Directors Responsibility Statement to be included in the Boards Report in terms of clause(c) of sub-section 3 of section 134 of the Companies Act.

ii) Changes, if any, in accounting policies and practices and reasons for the same.

iii) Major accounting entries involving estimates based on the exercise of judgment by the management of the Company.

iv) Significant adjustments made in the financial statements arising out of audit findings.

v) Compliance with listing and other legal requirements pertaining to financial statements

vi) Disclosure of any related-party transactions; and

vii) Qualifications/modified opinions in the draft audit report.

• Reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the Board for approval.

• Reviewing, with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice, and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter

• Reviewing and monitoring the auditors independence and performance, as well as the effectiveness of the audit process.

• Formulating a policy on related-party transactions, which shall include the materiality of related-party transactions.

• Approval or any subsequent modification of transactions of the Company with related parties, and omnibus approval for related-party transactions proposed to be entered into by the Company, subject to prescribed conditions.

• Reviewing, at least on a quarterly basis, the details of related-party transactions entered by the Company pursuant to each of the omnibus approvals given.

• Scrutiny of inter-corporate loans and investments.

• Valuation of undertakings or assets of the company, wherever necessary.

• Evaluation of internal financial controls and risk management systems.

• Reviewing, with the management, the performance of statutory and internal auditors, as well as the adequacy of the internal control systems.

• Reviewing the adequacy of the internal audit function, if any, including the structure of the internal audit department, staffing, and seniority of the official heading the department, reporting structure, coverage, and frequency of internal audit.

• Discussion with internal auditors on any significant findings and follow-up thereon.

• Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a material failure of internal control systems and reporting the matter to the Board.

• Discussion with statutory auditors before the audit commences regarding the nature and scope of the audit, as well as post-audit discussions to ascertain any areas of concern.

• Investigating the reasons for substantial defaults in the payment to depositors, debenture holders, shareholders (in case of non-payment of declared dividends), and creditors.

• Recommending to the Board of Directors the appointment and removal of the external auditor, fixation of audit fees, and approval for payment for any other services.

• Reviewing the functioning of the whistleblower mechanism.

• Approval of the appointment of the Chief Financial Officer of the Company ("CFO") (i.e., the whole-time finance director or any other person heading the finance function or discharging that function), after assessing the qualifications, experience, background, etc., of the candidate.

• Carrying out any other functions as provided under the Companies Act, the SEBI Listing Regulations, and other applicable laws.

• Formulating, reviewing, and making recommendations to the Board to amend the Audit Committee charter from time to time.

• Establishing a vigil mechanism for directors and employees to report their genuine concerns or grievances.

• Carrying out any other function mentioned in the terms of reference of the Audit Committee.

• Performing any roles as prescribed under the Companies Act and SEBI Listing Regulations.

NOMINATION AND REMUNERATION COMMITTEE

Composition of the Committee and Meetings attended by each member:

Nameof the Member Category Position

Meetings

Held Attended
Mrs. Niharika Modi Director M em ber 1 1
Dr. Nikhil Shrikar Bobade Independent Director Chairperson 1 1
Dr. Sudeep Haralakatt Murthy Independent Director M em ber 1 1

Terms of Reference

The Nomination and Remuneration Committee has the following mandate:

• Formulating the criteria for determining qualifications, positive attributes, and independence of a director and recommending to the Board a policy related to the remuneration of directors, key managerial personnel, and other employees.

• Formulating criteria for the evaluation of the performance of Independent Directors and the Board.

• Devising a policy on Board diversity.

• Identifying individuals qualified to become directors of the Company and who may be appointed in senior management positions in accordance with the laid-down criteria, and recommending their appointment and removal to the Board. The Company shall disclose the remuneration policy and evaluation criteria in its annual report.

• Analyzing, monitoring, and reviewing various human resource and compensation matters.

• Determining the Companys policy on specific remuneration packages for executive directors, including pension rights and any compensation payment, and determining the remuneration packages of such directors.

• Recommending the remuneration, in any form, payable to senior management personnel and other staff (as deemed necessary).

• Determining whether to extend or continue the term of appointment of independent directors, based on the report of performance evaluation of independent directors.

• Performing other activities delegated by the Board and/or statutorily prescribed under any law to be attended to by the Nomination and Remuneration Committee.

• Fulfilling such terms of reference as may be prescribed under the Companies Act and SEBI Listing Regulations.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Composition of the Committee and Meetings held:

Name of the Membe r

Category

Position

Meetings

Held Attended
Dr. Nikhil Shrikant Bobade Independent Director Chairperson 1 1
Mr. Atul Mod i Managing Director Member 1 1
Mrs. Namrata Mod i Executive Director Member 1 1

Terms of Reference

The Administrative and Stakeholders Relationship Committee has interalia the following mandate:

1. Redressal of all security holders and investors grievances such as complaints related to transfer of shares, including non-receipt of share certificates and review of cases for refusal of transfer/transmission of shares and debentures, non-receipt of balance sheet, non-receipt of declared dividends, non-receipt of annual reports, etc., and assisting with quarterly reporting of such complaints.

2. Reviewing of measures taken for effective exercise of voting rights by shareholders.

3. Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares, debentures, or any other securities.

4. Giving effect to all transfer/transmission of shares and debentures, dematerialization of shares and rematerialization of shares, split and issue of duplicate/consolidated share certificates, compliance with all the requirements related to shares, debentures, and other securities from time to time.

5. Reviewing the measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.

6. Reviewing the adherence to the service standards by the Company with respect to various services rendered by the registrar and transfer agent of the Company and to recommend measures for overall improvement in the quality of investor services.

7. Carrying out such other functions as may be specified by the Board from time to time or specified/provided under the Companies Act or SEBI Listing Regulations, or by any other regulatory authority.

Name and designation of compliance officer: Ms. Krishna Rathi, Company Secretary & Compliance Officer.

Details of shareholders complaints:

Number of complaints received up to March 31, 2023: Nil

Number of complaints resolved up to March 31, 2023: Nil Number of pending complaints as on March 31, 20223 Nil

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

Your Company believes that Corporate Social Responsibility (CSR) is an integral part of its business. It seeks to operate its business in a sustainable manner that benefits society at large and aligns with the interests of its stakeholders. In accordance with section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors has constituted a CSR Committee.

The CSR Committee has developed a CSR Policy, which has been uploaded to the companys website at www.prevestdenpro.com.

The committees composition and the meetings held during the year are as follows:

Name of the Member

Category

Position

Meetings

Held Attended
Mr. Atul Mod i Managing Director Chairperson 1 1
Mrs. Namrata Modi Executive Director Member 1 1
Dr. Nikhil Shrikant Bobade Independent Director Member 1 1

Terms of Reference

The Corporate Social Responsibility Committee has the following mandate:

1. To formulate and recommend to the board a corporate social responsibility policy that specifies the activities to be undertaken by the company in accordance with Schedule VII of the Companies Act and the rules made thereunder. The committee may also suggest revisions to the policy as decided by the board.

2. To identify partners and programs for corporate social responsibility initiatives.

3. To recommend the amount of expenditure to be allocated for corporate social responsibility activities and to distribute the funds among various programs undertaken by the company.

4. To delegate responsibilities to the corporate social responsibility team and oversee the proper execution of all delegated tasks.

5. To review and monitor the implementation of corporate social responsibility programs, providing necessary directions for their proper execution and timely completion.

6. To perform any other duties and functions as required by the board to promote the companys corporate social responsibility activities, and to exercise any additional powers conferred upon the CSR Committee under the provisions of Section 135 of the Companies Act.

Number of Meetings:

During the financial year 2022-23, one meeting was held.

The annual report on CSR including a brief outline of the CSR Policy and the activities undertaken during the year under review is enclosed as Annexure C to this Report.

GENERAL MEETINGS

The Annual General Meeting of the Company was held at its registered office for the Financial Year 2022-23.

Financia Year Nature of Meeting Time(IST) Date
2022-23 AGM 01.00 PM 16-09-2022

BOARD EVALUATION, INDUCTION AND TRAINING OF BOARD MEMBERS

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of the Board and its Committees, culture, execution and performance of specific duties, obligations, and governance.

The performance evaluation of the Independent Directors has been completed. The Independent Directors conducted the performance evaluation of the Chairman and the Non-independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to financial statements.

WHISTLE BLOWER POLICY

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the Listing Regulations is implemented through the Companys Whistle Blower Policy to enable all its employees, consultants (part time, full time and temporary employees) of the Company to report genuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee. Your Directors affirm that no employee/consultant has been denied access to the Audit Committee.

The Company has a whistle blower policy to report genuine concerns or grievances. The Whistle Blower policy has been posted on the website of the Company. (www.prevestdenpro.com)

REMUNERATION AND NOMINATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The remuneration and nomination policy has been posted on the website of the Company (www.prevestdenpro.com)

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(5) of the Companies Act, 2013, the Directors confirm that.

i. In the preparation of the Annual Accounts for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to departures, ifany.

ii. Appropriate accounting policies have been selected and applied consistently and such judgments and

iii. Estimates have been made that are reasonable and prudent in order to provide a true and fair view of the state of affairs of the Company as of March 31, 2023, and the profit of the Company for the year ended on that date.

iv. Furthermore, proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act to safeguard the assets of the Company and to prevent and detect fraud and other irregularities the annual accounts have been prepared on a "going concern" basis.

v. Proper internal financial controls are laid down and such internal financial controls are adequate and operating effectively.

vi. Proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively

RECOGNITIONS

We are happy to inform that your Company and Directors has received the following recognitions during the year :

Honors include the "Best Manufacturing Exports MSME" by Naya Bharat - Business Conclave Awards 2022, recognition as one of the "Top 5 Companies in Startup and SME" by Bombay Stock Exchange, and the "Best of North Awards" by 24m Pride of India Brands. These showcase Prevest Denpro Limiteds dedication to excellence, innovation, and customer satisfaction. The company remains committed to advancing dental healthcare, seffing industry standards, and empowering dental professionals with cuffing-edge solutions.

AUDITORS & AUDITORS REPORT

STATUTORY AUDITORS AND STATUTORY AUDIT REPORT

Pursuant to provision of section 139 the current Statutory Auditors of the Company M/s. Mittal & Associates, Chartered Accountants (Firm registration number 106456W) will hold office till the conclusion of ensuing 27th Annual General Meeting of the Company to be held for the F.Y. ending March 21, 2026.

The Auditors Report does not contain any qualification, reservation, or adverse remark on the financial statements for the financial year ended March 31, 2023. The Notes on financial statements referred to in the Auditors Report are selfexplanatory and do not call for any further comments.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed NKM & Associates a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report issued by them for the financial year ended March 31, 2023, is attached as Annexure D to this Report. The Secretarial Audit Report does not contain any qualifications, reservations, or adverse remarks.

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

INTERNAL AUDITOR

In accordance with the provision of the section 138 of the Companies Act, 2013 and read with Rule 13 of the Companies(Accounts) Rule, 2014and other applicable provision if any of the companies Act, 2013 M/s VNB and Company, Chartered Accountants were appointed as an Internal Auditor of the Company.

COSTAUDIT

The provisions of Companies (Cost Records and Audit) Rules, 2014 are not applicable to your Company.

STATEMENT ON COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

The Company has implemented appropriate systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India. These systems have been deemed adequate and are operating effectively.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

Your company has an effective internal control and risk-mitigation system that is continuously assessed and strengthened through the implementation of new or revised standard operating procedures. The internal control system of the company is aligned with its size, scale, and complexity of operations.

The primary focus of the internal audit is to test and review controls, assess risks, evaluate business processes, and compare controls with industry best practices. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and provides recommendations for improvements. The company utilizes a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee, along with the Statutory Auditors and Business Heads, is regularly briefed on the findings of the internal audit and the corrective actions taken. The audit function plays a vital role in providing assurance to the Board of Directors. Noteworthy audit observations and the corresponding corrective actions implemented by the management are presented to the Audit Committee.

To maintain objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee. RISK MANAGEMENT

Your Company has a Risk Management Policy adopted by the Board. Periodical in-house risk audits were conducted to detect and mitigate the risks in a timely and effective manner.

During the financial year under review, the company has identified and evaluated various elements of business risk. As a result, a Business Risk Management framework has been established. This framework outlines the companys approach to risk management and includes periodic reviews of identified risks, documentation of mitigating controls, and the establishment of a reporting mechanism for such risks.

The risk management framework incorporates different risk models that aid in identifying trends, assessing exposure, and conducting potential impact analyses at both the company level and specific business units. This allows for a comprehensive understanding of the risks faced by the company and enables proactive risk management strategies to be implemented.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment.

All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year2022- 2023,no complaints were received by the Company related to Sexual Harassment

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company from end of the financial year up to the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

PREVENTION OF INSIDER TRADING CODE

As per SEBI (Prohibition of Insider Trading) Regulation, 2015,the Company has adopted a Code of Conduct for Prevention of Insider Trading. During the year under review, there has been due compliance with the said code.

CORPORATE GOVERNANCE:

The company is SME Company and listed on SME exchange of BSE Limited therefore, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the compliance with corporate governance as specified in regulation 17 to 27 and clauses (b) to (i) of sub regulation 2 of regulation 46 and Para C, D and E of Schedule V shall not apply. Hence your company is exempted to comply with aforesaid provisions of the SEBI (LODR) Regulation, 2015. Hence corporate Governance does not form part of this Boards Report.

BOARD POLICIES:

In addition to above, the Board has also adopted below mentioned policies:

(a) Vigil Mechanism / Whistle Blower Policy

(b) Code of Conduct for Directors and Senior Management

(c) Code of Conduct for Independent Directors

(d) Insider Trading Policy

(e) Code of Fair Disclosure of Unpublished Price Sensitive Information

(f) Policy for Determination of Materiality

(g) Policy on Materiality of Related Party Transactions

(h) Nomination and Remuneration Policy

All above named policies and codes are available on our website www.prevestdenpro.com

SECRETARIAL STANDARDS

The Company has complied with the applicable SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2 (Secretarial Standard on General Meetings) issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

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

Required to be furnished pursuant to Section 134(3)(m) of the Companies Act, 2013 are:

Conservation of Energy: The range of activities of the Company requires minimal energy consumption and every endeavor has been made to ensure optimal utilization of energy and avoid wastage through automation and deployment of energy-efficient equipment. The Company takes adequate measures to reduce energy consumption by using efficient computer terminals and by using latest technology. The impact of these efforts has enhanced energy efficiency. As energy cost forms a very small part of total expenses, the financial impact of these measures is not material and measured.

Technology Absorption: Company is committed towards technology driven innovation and lays strong emphasis in inculcating driven culture within the organization.

The Company has best of operating machines and highly precisions equipment for production and quality management also the Company has hired the optimal of quality team who dedicates their full enthusiasm and work tirelessly for delivering best quality and services. The team along with state-of-the-art quality equipments as necessary for the Machine Shop.

The Company is all well equipped with its current quality control machining and will modify itself for any future advancement.

EXPENDITURE AMOUNT
Capital Expenditure 935.85 lakh
Revenue Expenditure 1.35 lakh
Total 937.2 lakh

Foreign Exchange earnings and outgo: Earnings - Rs.2100.01 lakh ENVIRONMENT AND SAFETY

Your company is dedicated to ensuring a strong Safety, Health, and Environmental (SHE) performance in relation to its activities, products, and services. It takes consistent measures to develop safer process technologies and unit operations, investing significantly in areas such as process automation to enhance safety and reduce the potential for human error.

Additionally, the company emphasizes the importance of training in process and behavior-based safety, as well as adopting production processes that are both safe and environmentally friendly. The company maintains a continuous focus on improving its management system to enhance safety and environmental practices.

Furthermore, your company is committed to continuously taking further steps to provide a safe and healthy environment. This commitment reflects the ongoing dedication to ensuring the well-being of employees, stakeholders, and the community at large.

STATUTORY INFORMATION

The company confirms the following:

• It has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

• The Business Responsibility Reporting, as required under SEBI (LODR) Regulations, 2015, is not applicable to the company for the financial year under review.

• The disclosure requirements outlined in para-F of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the company during the financial year.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under SEBI (LODR), Regulations, 2015 is presented in a separate section forming part of the Annual Report for the financial year ended March 31, 2023.

CAUTIONARY STATEMENT

Statements in this Report, Management Discussion and Analysis, Notice to the Shareholders or elsewhere in this Annual Report, describing the Companys objectives, projections, estimates and expectations may constitute ‘forward looking statement with in the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the Market conditions and circumstances.

STATEMENT PURSUANT TO SEBI LISTINGREGULATIONS

The Companys shares are listed with SME BSE Limited. Your Company has paid the respective annual listing fees and there are no arrears.

ACKNOWLEDGEMENT ANDAPPRECIATION

The Directors extend their heartfelt gratitude for the support and cooperation received from Banks, Government Authorities, Shareholders, Suppliers, and Customers. They also acknowledge and express their appreciation for the contributions made by the employees at all levels, which have played a crucial role in achieving the Companys goals.

The Directors highly value and appreciate the dedication and commitment of every member of the Prevest family.

On behalf of the Board of Director of Prevest Denpro Limited

Place : Jammu sd/- sd/-
Dated :03/08/2023 Atul Modi Namrata Modi
(Managing Director) (Whole-time Director)
DIN:00788272 DIN:00788266

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