pro clb global ltd share price Management discussions

As per Regulation 34(2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is as follows:

A. BUSINESS AND ECONOMIC ENVIRONMENT

Over the past two decades, the channels through which transactions take place among enterprises, and between enterprises and consumers, as well as between governments and business have been undergoing considerable change. Till late into the last millennium, a business would open a storefront, enter into contracts with suppliers along the supply chain following a series of meetings, place advertisements in the print, audio and audio-visual media, while consumers would go to a mall or a store. An online platform is a virtual marketplace that brings together buyers and sellers.

B. INDUSTRY STRUCTURE & DEVELOPMENTS

From a negligible base in 1990, e-commerce today accounts for a growing volume of transactions in the global economy. The goods or services are ordered electronically, the payment and the ultimate delivery of the goods or services do not have to be conducted online. The significance of the e-tail sector extends far beyond overall retail. It has stimulated consumption in smaller cities at rates faster than in the higher income metropolitan areas. A growing number of enterprises from small cities and semi-urban areas are using online portals to sell their merchandise.

C. OPPORTUNITIES AND THREATS

The growth of e-commerce is fueled by increasing access to the internet, a rapid fall in the cost of data usage and the proliferation of smart phones. Low fixed costs, reversible investment decisions and competitive prices, resulting from multiple producers of similar products listing on the same platform, enable e-tail firms to sell at lower prices than those at traditional brick-and-mortar stores. Economies of scale and scope and bulk purchases of a wide range of goods help to further reduce prices. The advantages include sheer convenience of purchasing goods or services along with deep discounts offered as a part of strategy to increase the consumer base. The ability to compare prices across producers imparts transparency in transactions; reviews on product quality and vendors service provide important information on the credibility of sellers. Arguably among the most serious threats confronting any entity with an online presence is cybercrime.

D. SEGMENT-WISE PERFORMANCE

The Company earlier operates in business segment - travel & tourism and during the financial year 2022-23 the company changed its name and its objects. Now the company practically has not started the new business activities relating to marketing of cosmetics, sportswear and apparels but the company is actively working out avenues for the same and there is no other segment apart from this. The company is in discussions with the FMCG companies for e-marketing their cosmetics range products through our company.

(Formerly pruvesiivieivi services liiviiieu)

E. OUTLOOK

The digital age of the internet and the World Wide Web has transformed and computerized everything. The traditional marketing concept, strategies, and processes have shifted into electronic marketing. Marketing over the internet or e-marketing involves more advanced and sophisticated tools. They provide easy access to the analytics and data, so the marketers could align their marketing and business strategies along with it.

RISKS AND CONCERNS

The risk management philosophy and policy of the company is an embodiment of the Companys approach to understand measure and manage risk and aims at ensuring sustained growth of healthy asset portfolio. This would entail adopting leadership approach in products and segments well understood by the Company. An innovative approach is undertaken in high-risk areas by taking limited exposure and optimizing return. The Company has robust credit risk framework which provides a scientific method for assessing credit risk rating of a client. Further, the mapping of internal rating grades vis-a-vis external rating agencies grades has been undertaken. The output of the rating models is used in the decision making.

Credit risk: Credit risk occurs when borrower(s), as a counter party, fails to meet its contractual obligations. Credit risk applies not only to loans, but also to other on and off-balance sheet exposure such as guarantees, acceptances and investments in securities. Project lending involves certain inherent risks in a developing economy where long-term macro-economic adjustments towards stability are still in progress. Projects under implementation are prone to time and cost overruns, sometimes due to factors beyond the control of the borrower. Project failure may also occur due to adverse market situations and/or mismanagement. Your Company is making all efforts to identify such risks and factors by constantly reviewing and improving appraisal techniques, sensitivity analysis as well as other factors i.e. Projects ability to withstand changes, expertise and experience of the borrowers to cope with the adverse situations. Your Company continues to give utmost priority to its credit appraisal, intense monitoring and supervision of the projects on a continuous basis.

Interest-rate risk: Interest-rate risks arise out of mismatches between interest-rate-sensitive assets and liabilities. The Company manages such risks by fixing lending interest rates at a level linked to its average cost of borrowings and by constantly monitoring the maturity pattern of its assets and liabilities.

Liquidity risk: Liquidity risk arises out of lack of adequate funds in its day-to-day operations. The Company manages the liquidity risk through prudent resource planning to ensure the availability of adequate funds at all times to meet its obligations on its liabilities as well as disbursements on due dates.

F. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Financial and other operational performance of the Company under review has been discussed in detail in the Directors Report.

G. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONALPERFORMANCE

This has been dealt with in the Directors Report.

H. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED

Financial Services sector is a knowledge intensive sector where employees skills form a critical aspect in proper service delivery. The nature of your Companys business requires trained employees. In pursuance of the Companys commitment to develop and retain the best available talent, the Company had been regularly sponsoring the employees for training programmes organized by professional institutions for upgrading the skill and knowledge in different functional areas. Your company has office in Delhi to provide effective & prompt service to the clients and also for constant follow up with assisted units in these regions. With a view to take the new approved Business Plan ahead, your Company has strengthened the staff. The work force strength of your Company as on March 31, 2023 was 8.

CAUTIONARY STATEMENT

Statements in this report on Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be "forward looking statements" within the meaning of applicable securities laws or regulations. These statements are based on certain assumptions and expectations of future events. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include global and domestic demand supply conditions, finished goods prices, raw material cost and availability, changes in Government regulations, tax regimes, economic developments within India and other factors such as litigation and industrial relations. The Company assumes no responsibility to publicly amend, modify or revise any forward looking statements, on the basis of any subsequent developments, information or events.

ANNEXURE-VII TO DIRECTORS REPORT REPORT ON CORPORATE GOVERNANCE COMPANYS PHILOSOPHY ON CORPORATE GOVERNANCE

Corporate Governance refers to the framework of rules and practices by which the Board of Directors ensures accountability, fairness, and transparency in a Companys relationship with all its stakeholders. The Company has established a reputation for honesty, integrity, and sound governance. The Companys philosophy on Corporate Governance envisages attainment of the highest levels of transparency, accountability and equity in all facets of its operations and in its interactions with its stakeholders, including shareholders, employees, lenders, and the government. The Company is committed to achieve and maintain the highest standards of Corporate Governance. The Company believes that all its actions must serve the underlying goal of enhancing overall stakeholder value over a sustained period of time. Moreover, 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.

BOARD OF DIRECTORS

Corporate Governance practices are shaped by its Board of Directors. The Board is committed to protecting the long-term interests of all our stakeholders, and considering this, it provides objective and prudent guidance to the management. The information relating to procedures, composition, committees, etc. of the Board is provided below.

(i) BOARD PROCEDURES

PRO CLB GLOBAL LIMITED (Formerly known as PROVESTMENT SERVICES LIMITED) currently has 06 (Six) Board members which includes 3 Independent Directors (out of which one is Women Independent Director) who are eminent professionals from diverse fields, with expertise in finance, information systems, marketing, and corporate strategy. None of the Independent Directors have any material association with the Group in the past.

The Board meets at least once in a quarter to review the Companys quarterly performance and financial results. Board meetings are governed with a structured agenda. The Board periodically reviews the compliance reports with respect to laws and regulations applicable to the Company. Before the commencement of the Audit Committee meeting, members of the Audit Committee— which entirely consists of Independent Directors—have a discussion with the Statutory Auditors, in the absence of the management team or Whole-time Directors. For all major items, comprehensive Background information is provided to the Board members to enable them to take an informed decision. Once a year, the Board members participate in a strategy meeting, in which it also interacts with the management team of the Company. The Independent Directors also have a meeting amongst themselves, after which they provide their insights to the entire Board and the management team. During the year, the Independent Directors were imparted training programmes.

(ii) Composition of the Board

The Board of Directors of the Company has an optimum combination of Non-Executive/ Independent Directors having rich knowledge and experience in the industry and related sectors for providing

strategic guidance and direction to the Company. The Composition of the Board and category of Directors as on March 31, 2023 is as follows:

S. NO.	NAME OF THE DIRECTOR	CATEGORY
1	Mr. Ayush Bhatia	Executive, Whole Time Director
2	Mr. Praveen Bhatia	Non-Executive Professional Director
3	Mr. Vinod Ralhan	Non-Executive Professional Director
4	Mr. Anil Lakhani	Non-Executive Independent Director
5	Mr. Subhash Chand Kwatra	Non-Executive Independent Director
6	Ms. Benu Sehgal	Non Executive Woman independent Director

#Mr. Ayush Bhatia (DIN: 07946608) has resigned from the post of WTD w.e.f 31.03.2023.

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

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

# Mr. Krish Sandeep Manocha (DIN: 09201140) appointed as an Executive Director on 02.05.2022.

# Mr. Krish Sandeep Manocha (DIN: 09201140) resigned from the post of Executive Director w.e.f 30.07.2022.

# Mrs. Namisha Phulani (DIN: 09295375) resigned from the post of Executive Director w.e.f 30.07.2022.

Mr. Ayush Bhatia (DIN: 07946608) who resigned form the post of WTD as on 31.03.2023 is the son of Mr. Praveen Bhatia (DIN: 00147498). Who is re-designated as the WTD w.e.f 28.06.2023. There is no other relationship between the Directors inter-se. All the Directors are luminous professionals with wide range of expertise and experience in the fields of Business, Law, Finance and Management.

(iii) Other relevant details of the Directors

Name of the Director and their Director Identification Number(DIN)	Category of Directorship	No of other Directorship^) As on 31/03/2023	No. of equity shares held in the Company	Chairman/Chairperson of Committee(**)
Mr. Ayush Bhatia (07946608)	Whole time Director	5	33800	Nil
Mr. Praveen Bhatia (00147498)	Director	6	547080	Nil
Mr. Vinod Ralhan (00146449)	Director	3	93510	Nil
Mrs. Benu Sehgal (03556496)	Director	5	Nil	Chairman of Audit Committee/ Remuneration & Nomination Committee / Stakeholders Relationship Committee
Mr. Subhash Chand Kwatra (08635939)	Director	4	Nil	Nil
Mr. Anil Lakhani (00450542)	Director	2	500	Nil

• Mr. Praveen Bhatia is member in Nomination and Remuneration Committee of Rajshree Polypack Limited.

• #Mr. Ayush Bhatia (DIN: 07946608) has resigned from the post of WTD w.e.f 31.03.2023.

• Mr. Praveen Bhatia (DIN: 00147498) is re-designated from Non-Executive Director to Whole Time Director of the company w.e.f 28.06.2023.

• # Mr. Krish Sandeep Manocha (DIN: 09201140) appointed as an Executive Director on 02.05.2022.

• # Mr. Krish Sandeep Manocha (DIN: 09201140) and Mrs. Namisha Phulani (DIN: 09295375) resigned from the post of Executive Director w.e.f 30.07.2022.

(i) Re-appointment of Directors liable to retire by rotation

The Board has Six (6) Directors (Including 3 Independent Director , not liable to retire by rotation) whose period of office is liable to be determined for retirement by rotation, and out of these 3 directors (Non- Independent) , one-third i.e. one Director shall retire at the Annual General Meeting. Thus, Pursuant to Section 152 of the Companies Act, 2013, Mr. Praveen Bhatia (DIN: 00147498) shall retire at the ensuing 29^th Annual General Meeting of the Company and being eligible is considered for re-appointment. His brief resume is annexed to the notice of the Annual General Meeting.

(iv) Meetings of the Board

During the financial year 2022-23, Eight (06) meetings of the Board were held, as detailed herein below. The gap between two meetings did not exceed four months.

The details of the meetings held and the attendance thereat of the Members of the Board are as detailed herein below:

Date of meeting	Mr. Ayush Bhatia	Mr. Praveen Bhatia	Mr. Vinod Ralhan	Mr. Anil Lakhani	Mrs. Benu Sehgal	Mr. S C Kwatra	Mr. K S Manoch a	Namish a Pulhani
02.05.2022	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
26.05.2022	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
09.08.2022	Yes	Yes	Yes	Yes	Yes	Yes	-	-
02.09.2022	Yes	Yes	Yes	Yes	Yes	Yes	-	-
14.11.2022	Yes	Yes	Yes	Yes	Yes	Yes	-	-
13.02.2023	Yes	Yes	Yes	Yes	Yes	Yes	-	-

• Mr. Ayush Bhatia (DIN: 07946608) has resigned from the post of WTD w.e.f 31.03.2023.

• Mr. Praveen Bhatia (DIN: 00147498) is re-designated from Non-Executive Director to Whole Time Director of the company w.e.f 28.06.2023.

• Mr. Krish Sandeep Manocha (DIN: 09201140) was appointed as an Executive Director on

02.05.2022.

• Mr. Krish Sandeep Manocha (DIN: 09201140) resigned from the post of Executive Director w.e.f

30.07.2022.

• Mrs. Namisha Phulani (DIN: 09295375) resigned from the post of Executive Director w.e.f

30.07.2022.

(v) Evaluation of Boards Performance:

In terms of the Companies Act,2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, the Board has carried out Annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the committees. A structured questionnaire was circulated, covering various aspects of the Boards and Committees functioning, cultures, performance and governance. The Board has a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Whole-time Director based on the criteria laid down by Nomination and Remuneration Committee which included attendance, contribution at the meetings and otherwise, independent judgement, safeguarding of minority shareholders interest, adherence to Code of Conduct and Business ethics, monitoring of regulatory compliance, risk assessment and review of Internal Control Systems etc.

(vi) Remuneration of Directors

The Company does not pay any remuneration/ commission to any Director of the Company. The Company reimburses the out-of-pocket expenses incurred by the directors for attending the meetings.

Further, it has not implemented any Stock Option Scheme. The Company has no pecuniary relationship/ transactions with its Directors during the Financial Year ended March 31, 2023 except as stated above.

(vii) Code of Conduct

The Company has adopted a Code of Conduct for all its Board Members and Senior Management Personnel in compliance with the provisions of Regulation 17 (5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the Board Members and senior management personnel have affirmed the compliance with the Code of Conduct as on 31st March, 2023. A Declaration to this effect signed by the Director and the CFO, forms part of the Director and CFO certification and is attached with the Directors Report.

B. COMPLIANCE OFFICER

Mrs. Deepika Rajput, Company Secretary of the Company, is the Compliance Officer for complying with the requirements of the Securities Laws and the Listing Agreements with the Stock Exchange.

C. COMMITTEES OF BOARD

Under the aegis of the Board of Directors, several committees have been constituted which have been delegated powers for different functional areas. There are three Committees namely:

1) The Audit Committee.

2) Nomination Committee and Remuneration Committee.

3) Stakeholders Relationship Committee.

All the decisions pertaining to the constitution of the Committee(s), appointment of its Members and payment of Sitting Fees to the Committee Members for attending the Committee Meetings, are taken by the Board of Directors. Details on the role and composition of these committees, including the number of meetings held during the financial year and the related attendance, are provided below:

1) AUDIT COMMITTEE

The composition of the Audit Committee is as per the provision of Section 177 of Companies Act, 2013 and in terms of requirements in Regulation 18 of the SEBI (Listing Obligations & Disclosure Requirements), Regulations 2015.

During the year there were in total Six (06) Audit Committee Meetings. The said meetings were attended by all the Committee members.

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

• Assist the Board in its responsibility for overseeing the quality and integrity of the accounting, auditing and reporting practices of the Company and its compliance with the legal and regulatory requirements.

• To oversee the accounting and financial reporting process of the Company, the audits of the Companys financial statements, the appointment, independence, performance and remuneration of the statutory auditors including the Cost auditors, the performance of internal auditors and the Companys risk management policies.

• The terms of reference of Audit Committee cover the areas mentioned under Part C of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as well as Section 177 of the Companies Act, 2013.

• To recommend the appointment, remuneration and terms of appointment of auditors of the Company;

• To review and monitor the auditors independence and performance, and effectiveness of audit process;

• To examine financial statement and the auditors report thereon before submission to the Board;

• To approve any subsequent modification of transactions of the Company with the related parties;

• To scrutinize inter-corporate loans and investments; Valuation of undertakings or assets of the company, wherever it is necessary;

• To evaluate internal financial controls and risk management systems;

• To monitor the end use of funds raised through public offers and related matters; Review of the Audit Reports of the internal Auditors;

• Overseeing the Companys financial reporting process and disclosure of financial information;

• Holding discussions with the Auditors periodically about the Internal control Systems, the scope of Internal Audit, the observation of the Auditors;

• To review the functioning of the Whistle Blower mechanism;

• Approval of the appointment of 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 and background, etc. of the candidate;

• Review of the Quarterly, Half-yearly and Annual Financial Statements before submission to the Board."

• Review/ Approval of any other matter in relation to items specified in Part C of Schedule II of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015;

Composition

The Composition of Committee is as follows:

S. NO.	NAME OF THE MEMBER	CATEGORY
1.	Mrs. Benu Sehgal	Non- Executive Woman Independent Director
2.	Mr. Vinod Ralhan	Non- Executive Director
3.	Mr. Anil Lakhani	Non- Executive Independent Director

All the recommendations as made by the Audit Committee during the year were duly accepted by the Board.

All Members of Audit Committee possess rich knowledge and expertise in Financial and Management fields.

All the Meetings of the Audit Committee, held during the year, were chaired Mrs. Benu Sehgal after her designated appointment as Chairman. Statutory Auditors and Internal Auditors are invited to attend and participate at the Committee Meetings, whenever any need arise.

Meetings

During the financial year 2022-23, Six (6) meetings of the Audit Committee were held, as detailed herein below. The gap between two meetings did not exceed four months.

The details of the meetings held and the attendance thereat of the Members of the Audit Committee are as detailed herein below:

ATTENDANCE
Date of meeting	Mrs. Benu Sehgal	Mr. Vinod Ralhan	Mr. Anil Lakhani
02.05.2022	Yes	Yes	Yes
26.05.2022	Yes	Yes	Yes
09.08.2022	Yes	Yes	Yes
02.09.2022	Yes	Yes	Yes
14.11.2022	Yes	Yes	Yes
13.02.2023	Yes	Yes	Yes

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2) NOMINATION AND REMUNERATION COMMITTEE

The composition of the Nomination and remuneration committee is as per the provision of Section 178 of Companies Act, 2013 and in terms of requirements in Regulation 19 of the SEBI (Listing Obligations & Disclosure Requirements), Regulations 2015.

The terms of reference of the Nomination and Remuneration Committee includes the following:

Salient functions of the NRC includes, recommending to the Board about appointment and removal of the Directors, Key Managerial Personnel (KMPs), Senior Management Personnel (SMPs); carry out evaluation of every directors performance and recommend to the Board a policy pertaining to remuneration for director(s), KMPs and other employees. The terms of the reference of Nomination and Remuneration Committee also covers the areas mentioned under Part D of Schedule II of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 as well as section 178 of the Companies Act, 2013.

• To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the Board their appointment and/ or removal.

• To carry out evaluation of every directors performance.

• To formulate the criteria for determining qualifications, positive attributes and independence of a director, and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

• To formulate the criteria for evaluation of Independent Directors and the Board.

• Devising a Policy on Board Diversity.

• To recommend/review remuneration of the Managing Director(s) and Whole-time Director(s) based on their performance and defined assessment criteria.

• To carry out any other function as is mandated by the Board from time to time and /or enforced by any statutory notification, amendment or modification, as may be applicable.

Composition

The Composition of Committee is as follows:

S. NO.	NAME OF THE MEMBER	CATEGORY
1.	Mrs. Benu Sehgal	Non- Executive Woman Independent Director
2.	Mr. Vinod Ralhan	Non- Executive Director
3.	Mr. Anil Lakhani	Non- Executive Independent Director

Meetings

During the financial year 2022-23, the Committee met Two (2) times. The details of the meetings held and the attendance there at of the Members of the Nomination and Remuneration Committee are as detailed herein below:

ATTENDANCE
Date of meeting	Mrs. Benu Sehgal	Mr. Vinod Ralhan	Mr.Anil Lakhani
26.05.2022	Yes	Yes	Yes
09.08.2022	Yes	Yes	Yes

3) STAKEHOLDERS RELATIONSHIP COMMITTEE

Incompliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations & Disclosure Requirements), Regulations 2015, the Stakeholders Relationship Committee looks into shareholders and investors grievances Composition.

The terms of reference of the Stakeholders Relationship Committee includes the following:

The Terms of Reference adopted by the Committee and approved by the Board of Directors in brief are asunder:

• To approve/refuse/reject registration of transfer/transmission of Shares in a timely manner;

• To Consider and resolve the grievances of the security holders of the Company including complaints related to transfer of shares, non-receipt of declared dividends, non-receipt of balance sheet;

• To authorise printing of Share Certificates post authorization from the Board of Directors of the Company;

• To issue the Share Certificates under the seal of the Company, which shall be affixed in the presence of, and signed by:

(i) any two Directors (including Managing or Whole-time Director, if any), and

(ii) Company Secretary / Authorised Signatory;

• To authorise issue of Duplicate Share Certificates and Share Certificates after Split / Consolidation /

• Re-materialization and in Replacement of those which are defaced, mutilated, torn or old, decrepit, worn out or where the pages on reverse for recording transfers have been utilized ;

• To authorize to maintain, preserve and keep in its safe custody all books and documents relating to the issue of share certificates, including the blank forms of share certificates.

• To perform all functions relating to the interests of security holders of the Company and as assigned by the Board, as may be required by the provisions of the Companies Act, 2013 and Rules made thereunder, Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015and/or any other regulations issued by SEBI as amended from time to time.

The Composition of Committee is as follows:

S. NO.	NAME OF THE MEMBER	CATEGORY
1.	Mrs. Benu Sehgal	Non- Executive Woman Independent Director
2.	Mr. Vinod Ralhan	Non- Executive Director
3.	Mr. Anil Lakhani	Non- Executive Independent Director

Meetings

During the financial year 2022-23, the Committee has met One [1] time. The details of the meetings held and attendance thereat of the Members of the Share Transfer and Stakeholders Relationship Committee are as detailed herein below:

ATTENDANCE
Date of meeting	Mrs. Benu Sehgal	Mr. Vinod Ralhan	Mr. Anil Lakhani
09.08.2022	Yes	Yes	Yes

Details of Investor Complaints Status

The Share Department of the Company and Beetal Financial Computer Services Pvt Ltd., the RTA of the Company attend to all grievances of the shareholders and investors received directly or through SEBI, Stock Exchanges etc. Continuous efforts are made to ensure that grievances are more expeditiously redressed to the satisfaction of the investors.

During the year under review, the Company did not receive any complaints from the shareholders/investors.

No complaint was pending as on March 31, 2023.

4) RISK MANAGEMENT COMMITTEE

The provisions of this regulation shall be applicable to top 100 listed entities, determined on the basis of market capitalisation, as at the end of the immediate previous financial year.

Your Company is not required to mandatorily from Risk Management Committee as the provision is applicable to top 100 listed entities.

Furthermore, the Company has not constituted its Risk Management Committee formed by the Company under (Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

GENERAL BODY MEETING

Location, date and time of the Annual General Meetings held during the last three years are given below:

Financial year	Date of Meeting	Time	Venue
2021-2022	September 29th, 2022	04:00 p.m.	Convened through Video Conferencing and Other Audio Visual Means (OAVM)
2020-2021	September 30th, 2021	04:00 p.m.	Convened through Video Conferencing and Other Audio Visual Means (OAVM)
2019-2020	September 30th, 2020	04:30 p.m.	Convened through Video Conferencing and Other Audio Visual Means (OAVM)

SEPARATE INDEPENDENT DIRECTORS MEETING

As required under Clause VII of Schedule IV of Companies Act, 2013 read with Regulation 25(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Independent Directors meet at least once in a year without the presence of Executive Director or CMD or non-independent directors or members of Management and inter-alia discussed:

a) The performance of non-independent directors and the Board as a whole.

b) The performance of Chairman of the Company.

c) Assessment of the quality, quantity and timeliness of flow of information between Management and the Board.

In addition to this meeting, interactions outside the Board Meeting also take place between the Chairman and the Independent Directors.

Accordingly, a separate meeting of Independent directors was held on 13^th February, 2023 inter alia to discuss and review the performance of non-independent directors and the board as a whole; review the performance and to assess the quality, quantity and timeliness of flow of information.

The independent directors have handed over the proceedings of the meeting to the Whole-time Director of the Company.

Familiarization of Independent Directors

Pursuant to Regulation 25(7) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations,2015, the listed entity shall conduct Familiarization Programme for Independent Director aims to familiarize them with the Company, their roles, rights, responsibilities in the Company that would facilitate their active participation in managing the Company. The familiarization programme also extends to other Non- Executive Directors of the Company. The details are available on Companys website i.e. www.proclbglobal.com

Performance Evaluation criteria for Independent Directors

The performance evaluation for Independent Directors is also based on the terms as specified by the Nomination and Remuneration Committee as per the PART D of Schedule II of SEBI (LODR) Regulations, 2015.

MEANS OF COMMUNICATION

(i) The Board of Directors of the Company approves the quarterly and half-yearly/annually financial results in the Performa prescribed pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from time to time within forty five days of the close of the respective periods (except audited results for the year/last quarter within sixty days of the end of the financial year).

The approved financial results are e-mailed/submitted online immediately after the Board Meeting to the Stock Exchanges where the Companys shares are listed and are published in The Millennium Post (English) and Hari Bhoomi (Hindi) news papers, within forty-eight hours of approval thereof by the Board of Directors.

iii) The Companys financial results, official news releases and presentations are displayed on the Companys website - http://www.proclbglobal.com/

GENERAL SHAREHOLDER INFORMATION

1	29th Annual General Meeting: Day, Date and Time Venue	26th September, 2023, Tuesday at 04:00 P.M. through Video Conferencing (VC) and Other Audio Visual Means (OAVM)
2	Financial Year	1st April 2022 to 31st March 2023
3	Date of Book Closure	Wednesday, September 20, 2023 to Tuesday, September 26, 2023 (both days inclusive)
4	Listing on Stock Exchanges	THE BOMBAY STOCK EXCHANGE LIMITED Mumbai PJ Towers, Dalal Street, Mumbai- 400001
5	ISIN Number for Equity Shares in NSDL & CDSL	INE438C01010
6	Corporate Identification Number(CIN)	L74899DL1994PLC058964
7	Dividend Payment Date	NA
8	Registrar to an issue and share transfer agents	M/S. BEETAL FINANCIAL & COMPUTER SERVICES PRIVATE LIMITED Beetal House, 3rd Floor, 99 Madangir, Behind Local Shopping Centre, Near Dada Harsukhdas Mandir, New Delhi- 110 062 Tel: 91-11-2996 1281-83 Fax: 91-11-2996 1284 Email: beetal@beetalfinancial.com
9	Share Transfer System	After considering by the Stakeholders/Investors Grievance Committee, the Share transfer in Physical form are registered and returned within a period of 15 days from the date of receipt in case the documents are completed in all respects. The Shares of the Company in electronic form are tradable only through the Depository Systems. The Transfer of Shares in physical form is processed by Registrar and Share Transfer Agents of the Company and thereafter the same are approved by the Company Secretary/ Directors of the Company. The Company obtains from a Company Secretary in Practice half-yearly Certificate of Compliance with the share transfer formalities and files a copy of the said certificate with stock exchange.
10	Dematerialization of shares and liquidity	The Companys shares are in process for compulsory demat mode facilitated through NSDL and CDSL. Your Directors earnestly appeal to all of you to demat your shares of the company and derive the benefits of holding the shares in electronic form. The Equity Shares of your Company are available for trading in the depository systems of both the Depositories viz., National Securities Depository Limited (NSDL) and Central Depository Services (India)Limited (CDSL). The ISIN No. allotted to the Company is INE438C01010.
11	Mandatory/Non-Mandatory Requirements	During the financial year 2022-23, the Company has duly complied with all mandatory requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.
12	Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity	The Company has not issued any GDRs/ADRs/Warrants or any Convertible instruments.

DISCLOSURES

(a) Materially significant Related Party Transactions that may have potential conflict with the interests of company at large:-

The Company has complied with the Accounting standards on Related Party Disclosures during the Financial year 2022-23, the Related Party Disclosures have been given in the Notes to Financial Statements.

(b) Disclosure of Accounting Treatment

The Accounting Standards as notified in the Companies (Accounting Standards) Rules, 2006 and as referred to under Section 129 of the Companies Act, 2013 have been followed in the preparation of the Financial Statements for the year ended 31st March, 2023.

(c) Board Disclosures - Risk Management

The Company has in place built-in internal control systems for assessing and mitigating elements of risks in relation to its operations which are followed scrupulously in day to day functioning of the Company.

The Board of Directors has formed and approved the Risk Management Policy of the Company.

(d) Details of Non-Compliance, penalties, and strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years:-

The following are the details of actions taken against the listed entity/ its promoters/ directors/ material subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under the aforesaid Acts/ Regulations and circulars/ guidelines issued thereunder:

Sr. No.	Action taken by	Details of Violation	Details of action taken E.g. fines, warning letter, debarment, etc.	Observations/ remarks of the Practicing Company Secretary, if any.
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(e) Proceeds from Public Issues, Rights Issue and Preferential Issue etc.

The Company has not raised any funds through public issue, right issue, preferential issue etc. during the year.

(f) Related Party Transactions Policy

The Company as per the regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, has adopted the Policy on Related Party Transactions.

(g) Vigil Mechanism/Whistle Blower Policy

The Company has adopted a Whistle Blower Policy and established a vigil mechanism in line with the provisions of Section 177 of Companies Act, 2013, which aims to provide a mechanism to the employees and directors of the Company to report instances of unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. It also provides or adequate safeguards against victimisation of Directors and employees who avail the mechanism and provides for direct access to the Chairman of the Audit Committee, in exceptional cases.

(h) Details of compliance mandatory requirements and adoption of non-mandatory requirements

The Company has duly complied with all the mandatory requirements of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Besides complying with all the mandatory requirements of

(Formerly pruvesiivieivi services liiviiieu)

SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, your Company has also complied with the following non-mandatory requirements:

• Submission of reports of the Internal Auditors to the Audit Committee.

• The Internal Auditor of the Company regularly reports their findings of the internal audit to the Audit Committee Members.

OTHER DISCLOSURES

1. Reconciliation of Share Capital Audit

As stipulated by SEBI, a qualified Company Secretary-in-Practice carries out a Reconciliation of Share Capital Audit, to reconcile the total admitted capital with National Securities Depository Limited ("Depositories") and the total issued and listed capital with the Stock Exchanges. The audit confirms that the total issued/paid-up capital is in agreement with the aggregate of the total number of shares in physical form and the total number of shares in dematerialised form (held with Depositories). The audit report is being submitted on quarterly basis to the Stock Exchanges.

2. Corporate Disclosure practices for prevention of Insider Trading

The Board of Directors adopted the Code of Conduct for Board Members and Senior Management Personnel. The said code was communicated to the Directors and members of the senior management and they affirmed their compliance with the said Code. The Code requires the Directors and employees to act honestly, ethically and with integrity and in a professional and respectful manner.

Pursuant to the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has adopted Code of practices and procedures for fair disclosure of unpublished price sensitive information and Code of Conduct in order to monitor and report Insider Trading.

All Directors and the designated employees have confirmed compliance with the Code.

3. Management Discussion and Analysis Report

As per Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Management Discussion and Analysis Report which forms part of the Annual report is given by the means part of the Directors Report.

4. Demat Suspense Account/Unclaimed Suspense Account

The company does not have any outstanding Demat Suspense Account/Unclaimed Suspense Account.

5. Whole Time Director/ CFO /CEO Certification

The Whole Time Director/ CFO has furnished certificate to the Board as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and same is reviewed by the Audit Committee and was placed before the Board of Directors of the Company.

6. Secretarial Audit for Financial Year 2022-23

M/s. Mohit Singh & Associates, Company Secretaries, New Delhi, our Secretarial Auditor has conducted Secretarial Audit of the Company for the financial year ended March 31, 2023, as per the provisions of

Companies Act, 2013. The Secretarial Audit Report addressed to the Board of Directors of the Company forms part of this Annual Report.

7. Certificate on Corporate Governance

M/s. Mohit Singh & Associates, Company Secretaries, New Delhi, have certified that the Company has complied with the conditions of Corporate Governance as stipulated Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 which forms part of this Annual Report.

THERE HAS BEEN NO INSTANCE OF NON-COMPLIANCE OF ANY REQUIREMENT OF CORPORATE GOVERNANCE REPORT

DISCRETIONARY REQUIREMENTS AS SPECIFIED IN PART E OF SCHEDULE II OF SEBI (LODR), REGUALTIONS, 2015

A. The Board

A non-executive chairperson may be entitled to maintain a chairpersons office at the companys expense and also allowed reimbursement of expenses incurred in performance of his duties.

B. Shareholder Rights

A half-yearly declaration of financial performance including summary of the significant events in last six-months, may be sent to each household of shareholders.

C. Modified opinion(s) in audit report

The Company may move towards a regime of financial statements with unmodified audit opinion but for this financial year, there was no modified opinion with respect to financial statements.

D. Separate posts of Chairperson and Chief Executive Officer

The Company may appoint separate persons to the post of chairperson and managing director or chief executive officer.

E. Reporting of Internal auditor

The Internal Auditor may report directly to the audit committee.

DISCLOSURE OF THE COMPLIANCE WITH CORPORATE GOVERNANCE REQUIREMENTS SPECIFIED IN REGULATION 17 TO 27 AND CLAUSES (B) TO (I) OF SUB-REGULATION (2) OF REGULATION 46 SHALL BE MADE IN THE SECTION ON CORPORATE GOVERNANCE OF THE ANNAUL REPORT

During the Financial Year 2022-23, the Company has duly complied with the provisions of Regulation 17 to 27 and Clauses (b) to (i) of Sub-Regulation (2) of Regulation 46 of SEBI (LODR) Regulations, 2015