To,
The Members of Prevest Denpro Limited
Your Directors are pleased to present their 25thAnnual Report on the
business and operations of the Company together with the Audited Financial Statements for
the Financial Year ended March 31,2024.
FINANCIAL AND OPERATIONAL PERFORMANCE
Particulars |
FY 2023-24 |
FY 2022-23 |
Total Incom |
5930.14 |
5188.76 |
Less: Expenditur |
3788.69 |
3093.09 |
Profit/(Loss) beforeTax |
2141.46 |
2095.68 |
Tax Expense (including Previous Year Tax Adjustmen ) |
529.09 |
524.67 |
Profit/(Loss) after Ta |
1612.37 |
1571.01 |
During FY 2023-24, the Company has earned profit before tax of Rs. 2141.46 Lakh and
after-tax profit of Rs. 1612.37 Lakh as against profit before tax of Rs.
2095.68. Lakh and after-tax profit of Rs. 1571.01Lakh during FY2023-24.
The Company is striving to make a platform for its future activities and your Directors
are confident about the prospects of the Company and have a belief that its performance
will improve in the years ahead.
DIVIDEND
Based on the Company's performance during the financial year 2023-24, the Board of
Directors has recommended a dividend of ? 1 per share. This decision reflects the
Company's commitment to rewarding its shareholders. Importantly, the promoter of the
Company chose to forgo the dividend for this financial year.
The dividend shall be declared by the shareholders at the Annual General Meeting (AGM)
to be held on September 06, 2024. On declaration of the dividend, tax shall be deducted at
source (TDS) from the dividends paid to the Members, as required by the Income-tax Act,
1961.
TRANSFER TO RESERVES
During the year under review, no amount is proposed to be transferred to the General
Reserve of the Company.
SHARE CAPITAL
The paid-up Share Capital as on March 31,2024, 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.
LISTING
The Company's shares are listed with SME BSE Limited under Scrip Code 543363. The
Company has paid the annual listing fees and there are no arrears.
PUBLIC DEPOSITS
The company has not accepted any deposit falling under Chapter V of the Act during the
year under review.
SUBSIDAIRY AND ASSOCIATES COMPANIES
As on March 31, 2024, the Company is having one (1) wholly owned subsidiary viz.
Denvisio Biomed Limited.
The details as required under Rule 8 of the Companies (Accounts) Rules, 2014 regarding
the performance and financial position of the said Subsidiary are provided in Form AOC-1,
which form part of the Consolidated Financial Statements of the Company for the financial
year ended March 31,2024. H
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of the Companies Act, 2013("the Act") and
as prescribed by the SEBI Listing Regulations, the Audited Consolidated Financial
Statements are provided in this Annual Report.
Pursuant to Section 129(3) of the Act, a statement containing the salient features of
the Financial Statements of the Subsidiaries, Associates and Joint Ventures of the Company
in the prescribed form AOC-1 is annexed as Annexure A to this Annual Report.
Pursuant to Section 136 of the Act, the Financial Statements of the Subsidiary are
available on the website of the Company i.e. www.prevestdenpro.com under the Investors
Section.
AUDITORS & AUDITORS REPORT
STATUTORY AUDITORS AND STATUTORY AUDIT REPORT
M/s. Mittal & Associates, Chartered Accountants (Firm registration number 106456W)
were appointed as the Statutory Auditors of the Company in the 22nd Annual
General Meeting of the Company to hold office for a period of 5 consecutive years till the
conclusion of the 27th Annual General Meeting of the Company to be held for the
Financial Year ending March 21,2026.
The Auditor's Report does not contain any qualification, reservation, or adverse remark
on the financial statements for the financial year ended March 31,2024. The Notes on
financial statements referred to in the Auditors' Report are self-explanatory and do not
call for any further comments.
Further, in terms of section 143 of the Act read with Companies (Audit & Auditors)
Rules, 2014, as amended, no fraud has been reported by the Auditors of the Company where
they have reasons to believe that an offence involving fraud is being or has been
committed against the company by officers or employees of the company.
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 31,2024, is attached as Annexure B to this Report. The
Secretarial Audit Report does not contain any qualifications, reservations, or adverse
remarks.
INTERNAL AUDITORS
In accordance with the provision of the section 138 of the Companies Act, 2013 and read
with Rule 13 of the Companies (Accounts) Rule, 2014 and other applicable provision if any
of the companies Act, 2013 M/s VNB and Company, Chartered Accountants are the Internal
Auditors of the Company.
COST AUDIT
We are aware of the potential applicability of cost audit requirements and will ensure
the timely appointment of a cost auditor if the need arises, in accordance with the Act.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of Loans, Guarantees and Investments made during the year as required under
the provisions of Section 186 of the Act are given in the notes to the Financial
Statements forming part of Annual Report.
Also, pursuant to Paragraph A (2) of Schedule V of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("SEBI
Listing Regulations") particulars of Loans/Advances given to subsidiary have been
disclosed in the notes to the Financial Statements forming part of Annual Report.
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 are furnished in Annexure C.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Details required to be furnished pursuant to Section 134(3)(m) of the Companies Act,
2013 are as under:
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 equipment's as necessary for the
Machine Shop.
The Company is all well equipped with its current quality control machine and will
modify itself for any future advancement
EXPENDITURE |
AMOUNT |
Capital Expenditure |
2,88,91,931 |
Revenue Expenditure |
6,34,279 |
Total |
56,34,279 |
These expenditure details are related to our research and Development Centre.
Foreign Exchange earnings in go : Rs. 19,16,44,439 and outgo: Rs. 17,54,42,981.
CORPORATE GOVERNANCE:
As a Small and Medium-sized Enterprise (SME) listed on the SME exchange of BSE Limited,
the company is exempt from complying with certain corporate governance provisions.
Specifically, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015, compliance with corporate governance requirements
specified in Regulations 17 to 27, clauses (b) to (i) of sub-regulation 2 of Regulation
46, and Para C, D, and E of Schedule V is not mandatory. Therefore, corporate governance
does not form part of this Board's Report
However, please be assured that the company is committed to adhering to good corporate
governance practices. We are working diligently to ensure that our governance practices
align with the highest standards and contribute to the overall integrity and transparency
of the organization.
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 31,2024.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on March 31, 2024, the Board of Directors of the Company comprised of eight
Directors, viz., four Executive Directors, one Non-Executive Director and three
Independent Directors.
Mrs. Namrata Modi DIN 0788266 is liable to retire by rotation at the ensuing 25thAGM
and, being eligible offers herself for re-appointment. Brief profiles of the Directors
seeking appointment/ re-appointment have been given as an annexure to the Notice of the
ensuing AGM.
There was no change in Key Managerial Personnel during the Financial Year ending 31
March, 2024.
Except Mr. Aman Sadhotra has appointed as the Company secretary on 1/09/2023
Composition of the Board and KMP along with the number of other Directorships/Committee
positions held as on March 31,2024, 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) |
% of Equity Shares held in the Company(%o) |
|
|
|
|
As Chairperson |
As Member |
|
1 |
Mr. Atul Modi |
Chairman, Managing Director |
1 |
Nil |
Nil |
37.52.% |
2 |
Mrs. Namrata Mod i |
Whole Time Director, CFO |
1 |
Nil |
Nil |
36.03% |
3 |
Dr. Sai Kalyan Surapaneni |
Executive Director |
1 |
Nil |
Nil |
^0.00083% |
4 |
Mr. Vaibhav Munja |
Director and CMO |
1 |
Nil |
Nil |
Nil |
5 |
Mrs. Niharika Modi |
Non-Executive Director |
Nil |
Nil |
Nil |
0.0 3% |
6 |
CA Pardeep Gandotra |
Non-Executive Independent Director |
Nil |
Nil |
Nil |
Nil |
7 |
Dr. Nikhil Shrikant Bobade |
Non-Executive Independent Director |
Nil |
Nil |
Nil |
Nil |
8 |
Dr. Sudeep Haralakatte Murthy |
Non-Executive Independent Director |
Nil |
Nil |
Nil |
Nil |
9. |
Mr. Aman Sadhotra |
Company Secretary and Compliance Officer |
Nil |
Nil |
Nil |
Nil |
NUMBER OF MEETINGS OF THE BOARD
During the financial year 2023-24, Six meetings of the Board were held on April 27,
2023; July 20,2023 ; August 03, 2023; September 01,2023, November 03, 2023; and February
03, 2024 and the gap between two meetings did not exceed one hundred and twenty days. The
necessary quorum was present for all the meetings.
Attendance of Directors at the Board Meetings held during the financial year 2023-24:
Name of the Director |
Board Meetings entitled to attend |
Board Meetings attended |
Mr. Atul Mod i |
6 |
6 |
Mrs. Namrata Modi |
6 |
6 |
Dr. Sai Kalyan Surapanen |
6 |
5 |
Mr. Vaibhav Munjal |
6 |
3 |
Mrs. Niharika Modi |
6 |
2 |
CA Pardeep Gandota |
6 |
2 |
Dr. Nikhil Shrikant Bobad |
6 |
4 |
Dr. Sudeep Haralakatt Murthy |
6 |
3 |
The Board Meetings are prescheduled, and adequate notice is given to the Board members.
Board Meetings are generally held at the registered office of the Company either through
video conference or through physical presence.
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 and are
independent of management.
During the financial year 2023-24, one (1) meeting of the Independent Directors was
held on March 16, 2024, inter-alia,to review the following:
(i) Review performance of non-independent directors and the Board of Directors as a
whole.
(ii) Review performance of the Chairperson of the Company.
(iii) Assess the quality, quantity, and timeliness of the 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 meeting was attended by all the Independent Directors.
The familiarization program and other disclosures as specified under SEBI (LODR)
Regulations, 2015 is available on the Company's website www.prevestdenpro.com.
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.
PERFORMANCE EVALUATION CRITERIA FOR THE INDEPENDENT DIRECTORS
The indicative criteria for valuation of performance of the Independent Director that
are provided in the in terms of appointment are as under:
(i) Attendance and contribution at Board and Committee meetings.
(ii) Appropriate mix of expertise, skills, behavior, experience, leadership qualities,
sense of sobriety and understanding of business, strategic direction to align company's
value and standards.
(iii) Knowledge of finance, accounts, legal, investment, marketing, foreign exchange/
hedging, internal controls, risk
(iv) Management, assessment and mitigation, business operations, processes and
corporate governance.
(v) Ability to create a performance culture that drives value creation and a high
quality of debate with robust and probing discussions.
(vi) Effective decision-making ability.
(vii) Ability to open channels of communication with executive management and other
colleagues on Board to maintain high standards of integrity and probity.
(viii) His/her global presence, rational, physical, and mental fitness, broader
thinking, vision on corporate social Responsibility etc.
(ix) His/her ability to monitor the performance of management and satisfy
himself/herself with integrity of the financial
(x) Controls and systems in place by ensuring the right level of contact with external
stakeholders.
(xi) His/her contribution to enhance overall brand image of the Company.
COMMITTEES OF THE BOARD AUDIT COMMITTEE
Composition of the Committee and Meetings held and attended by each member:
|
|
|
Meetings |
Name of the Member |
Category |
Position |
Held |
Attended |
Dr. Sudeep Haralakatte Murthy |
Independent Director |
Chairperson |
4 |
4 |
Dr. Nikhil Shrikant Bobade |
Independent Director |
Member |
4 |
3 |
Mrs. Namrata Modi |
Executive Director |
Member |
4 |
4 |
Terms of Reference
The Audit Committee has interalia the following mandate:
1. Oversight of the Company's financial reporting process, examination of the financial
statement and the auditors' report thereon and the disclosure of its financial information
to ensure that the financial statement is correct, sufficient, and credible.
2. 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.
3. Approval of payments to statutory auditors for any other services rendered by the
Statutory Auditors of the Company.
4. Reviewing, with the management, the Annual Financial Statements and Auditor's Report
there submission to the Board for approval, with reference to:
I). Matters required to be included in the Director's Responsibility Statement to be
included in the Board's Report in terms of clause? 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.
5. Reviewing, with the management, the quarterly, half-yearly and annual financial
statements before submission to the Board for approval.
6. 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
7. Reviewing and monitoring the auditor's independence and performance, as well as the
effectiveness of the audit process.
8. Formulating a policy on related-party transactions, which shall include the
materiality of related-party transactions.
9. 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.
10. 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.
11. Scrutiny of inter-corporate loans and investments.
12. Valuation of undertakings or assets of the company, wherever necessary.
13. Evaluation of internal financial controls and risk management systems.
14. Reviewing, with the management, the performance of statutory and internal auditors,
as well as the adequacy of the internal control systems.
15. 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.
16. Discussion with internal auditors on any significant findings and follow-up
thereon.
17. 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.
18. 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.
19. Investigating the reasons for substantial defaults in the payment to depositors,
debenture holders, shareholders (in case of non-payment of declared dividends), and
creditors.
20. 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.
21. Reviewing the functioning of the whistleblower mechanism.
22. 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.
23. Carrying out any other functions as provided under the Companies Act, the SEBI
Listing Regulations, and other applicable laws.
24. Formulating, reviewing, and making recommendations to the Board to amend the Audit
Committee charter from time to time.
25. Establishing a vigil mechanism for directors and employees to report their genuine
concerns or grievances.
26. Carrying out any other function mentioned in the terms of reference of the Audit
Committee.
27. 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:
|
|
|
Meetings |
Name of the Member |
Category |
Position |
Held |
Attended |
Dr. Nikhil Shrikan Bobade |
Independent Director |
Chairperson |
2 |
2 |
Mrs. Niharika Modi |
Director |
Member |
2 |
2 |
Dr. Sudeep Haralakatte Murthy |
Independent Director |
Member |
2 |
2 |
Terms of Reference
The Nomination and Remuneration Committee has the following mandate:
1. 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.
2. Formulating criteria for the evaluation of the performance of Independent Directors
and the Board.
3. Devising a policy on Board diversity.
4. 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.
5. Analyzing, monitoring, and reviewing various human resource and compensation
matters.
6. Determining the Company's policy on specific remuneration packages for executive
directors, including pension rights and any compensation payment, and determining the
remuneration packages of such directors.
7. Recommending the remuneration, in any form, payable to senior management personnel
and other staff (as deemed necessary).
8. Determining whether to extend or continue the term of appointment of independent
directors, based on the report of performance evaluation of independent directors.
9. Performing other activities delegated by the Board and/or statutorily prescribed
under any law to be attended to by the Nomination and Remuneration Committee.
10. Fulfilling such terms of reference as may be prescribed under the Companies Act and
SEBI Listing Regulations.
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 company's
website at www.prevestdenpro.com.
The committee's composition and the meetings held during the year are as follows:
|
|
|
Meetings |
Name of the Member |
Category |
Position |
Held |
Attended |
Mr. Atul Modi |
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
company's 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.
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 E to this Report.
GENERAL MEETINGS
The Annual General Meeting of the Company was held at its registered office for the
Financial Year 202223.
Financial Year |
Nature of Meeting |
Tlme (IST) |
Date |
2022-23 |
AGM |
12.30 PM |
30-08-2023 |
REGISTRAR AND SHARE TRANSFER AGENT INFORMATION
Bigshare Service Private Limited
Bharat Tin Works Building, 1st Floor, Opp. Vasant
Oasis, Makwana Road, Marol, Andheri _ East,
Mumbai 400059 Maharastra
Tel: +91 -22-262638200
Email Id:-jibu@bigshareonline.com
CODES AND POLICIES 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 Company's 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. ()
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)
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 and Code of Fair Disclosure of
Unpublished Price Sensitive Information. During the year under review, there has been due
compliance with the said code.
PREVENTION OF SEXUAL HARASSMENTPOLICY
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 year 2023-2024, no complaints were received by the Company related to
Sexual Harassment
POLICY FOR PRESERVATION OF DOCUMENTS
Pursuant to the Regulation 9 of SEBI (LODR), 2015 the Company has maintained the policy
of preservation of documents to keep the documents preserve as per Regulation 9(a) &
9(b) of SEBI (LODR), 2015 and the same has been uploaded on the website of the Company on
www.Prevestdenpro.com.
BOARD POLICIES:
In addition to above, the Board has also adopted below mentioned policies:
(a) Policy for Determination of Materiality
(b) Policy on Materiality of Related Party Transactions
All above named policies and codes are available on our website www.prevestdenpro.com
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 company's 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.
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.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY:
There were no significant changes or commitments affecting the Company's financial
position from the end of the financial year to the date of this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE 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.
NON-DISQUALIFICATION OF DIRECTORS
None of the Directors of the Company has been debarred or disqualified from being
appointed or continuing as director of Companies.
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.
ANNUALRETURN
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 2023-24 prepared in accordance with Section 92(1) of the Act has been
placed on the website and is available at 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, 2024, the
applicable accounting standards have been followed along with proper explanation relating
to departures, if any.
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 31,2024, 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.
RESIDUAL DISCLOSURES
1. During the year under review no application was made and no proceedings were
pending against the company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).
2. During the year under review there was no One Time settlement with any bank or
Financial Institution.
ACKNOWLEDGEMENT AND APPRECIATION
Your 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 Company's
goals.
Your Directors also highly value and appreciate the dedication and commitment of every
Member of the Prevest family.
For and On behalf of the Board of Director of Prevest Denpro Limited
|
sd/- |
sd/- |
|
Atul Modi |
Namrata Modi |
Place: Jammu |
Managing Director |
(Whole-Time-Director) |
Dated: 08-08-2024 |
DIN: 00788272 |
DIN: 00788266 |