The Members of
Praveg Communications (India) Limited
(Formerly known as Sword and Shield Pharma Limited)
The Board of Directors are pleased to present the company'sTwenty-Sixth Annual Report along with the Audited Financial Statements for the financialyear ended on March 312021.
The merger of Praveg Communications Limited with Sword and ShieldPharma limited with effect from April 12016 has led to creation of Praveg Communications(India) Limited. Post-merger your Company is a prominent Advertising company with corecompetence in Exhibition and Event Management. The company is also into the Hospitalitysector. Praveg is having an inhouse modern design studio a team of qualified andexperienced professionals and sophisticated event infrastructure. Detailed information ofScheme of Amalgamation provided in the note no. 44 to the Financial Statements.
1. FINANCIAL HIGHLIGHTS
The Company's financial performance (standalone and consolidated) forthe year ended March 312021 is summarized below:
| || || || ||(Rs. in Lakhs) |
|FINANCIAL RESULTSAND APPROPRIATIONS ||STANDALONE ||CONSOLIDATED |
| ||2020-21 ||2019-20 ||2020-21 ||2019-20 |
|Revenuefrom Operations ||4527.05 ||5956.80 ||4531.52 ||5956.15 |
|Other Income ||42.60 ||30.46 ||33.37 ||35.57 |
|Total Revenue ||4569.65 ||5987.26 ||4564.89 ||5991.72 |
|Profit before tax ||1432.27 ||520.31 ||1426.44 ||522.67 |
|Tax Expense ||352.38 ||142.44 ||352.38 ||142.65 |
|Profit for the period ||1079.89 ||377.87 ||1074.06 ||380.02 |
The Company discloses financial results on a quarterly basis of whichresults are subjected to limited review and publishes audited financial results on anannual basis. The Financial Statements as stated above are also available on the websiteof the Companyatwww.praveg.com.
2. FINANCIAL PERFORMANCE
The audited financial statements of your Company as on March 31 2021prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations") and provisions of the Companies Act 2013 forms part of this AnnualReport. The key aspects of your Company's performance during the financial year 2020-21are as follows:
The Company achieved consolidated Revenue of ' 4564.89 lakhs ascompared to ' 5991.72 lakhs for the previous year and Profit before Tax stood at' 1426.44lakhs for the year under review as compared to ' 522.67 lakhs for the previous year.
The Company recorded total revenue of ' 4569.65 lakhs as compared to '5987.26 lakhs for the previous year. Profit before Tax increased by 175.27% to ' 1432.27lakhs as compared to ' 520.31 lakhs for the previous year.
The Board of Directors at their meeting held on June 10 2021 hasrecommended payment of ' 2/-(Rupees two only) (20%) per equity share of the face value of' 10 (Rupee ten only) each as final dividend for the financial year ended March 312021.The payment of final dividend is subject to the approval of the shareholders at theensuing Annual General Meeting (AGM) of the Company.
During the year under review the Board of Directors of the Company attheir meeting held on February 8 2021 declared an Interim dividend of ' 2/- (Rupees twoonly) (20%) per equity share of the face value of ' 10 (Rupee ten only) each. The interimdividend was paid to the shareholders on February 18 2021.
The total dividend amount for the financial year 2020-21 including theproposed final dividend amounts to ' 4/- (Rupees four only) per equity share of the facevalue of ' 10 (Rupee ten only) each [total dividend payout for the FY 202021 amounting to' 739.36 lakhs] as against the total dividend of ' 1.5/- (One Rupee and fifty paise only)per equity share of the face value of ' 10 (Rupee ten only) each paid for the previousfinancial year 2019-20 [total dividend payout for the FY2019-20 amounting to ' 277.26lakhs].
In view of the changes made under the Income-tax Act 1961 by theFinance Act 2020 dividends paid or distributed by the Company shall be taxable in thehands of the Shareholders. The Company shall accordingly make the payment of thefinaldividend after deduction of tax at source.
4. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR
The outbreak of corona virus (COVID-19) pandemic globally and in Indiais causing significant disturbance and slowdown of economic activity. Operations andrevenue have been impacted due to COVID-19.
5. MATERIAL EVENTS DURING THE YEAR UNDER REVIEW
Scheme of Amalgamation of Praveg Communications Limited with theCompany
The Company had received approval of National Company Law TribunalAhmedabad Bench vide Order dated 13/12/2019 and 09/01/2020 for merger of PravegCommunications Limited with Sword and Shield Pharma limited with effect from April 12016has led to creation of Praveg Communications (India) Limited. Post-merger your Company isa prominent Advertising company with core competence in Exhibition and Event Management.Praveg Communications (India) Limited is also into the Hospitality sector.
The BSE Limited has filed the application before the National CompanyLaw Tribunal Ahmedabad Bench for the noncompliance with the Circular dated March 10 2017issued by Securities and Exchange Board of India ("SEBI") including thedisclosures required as per the Part D of Schedule VIII of the Securities and ExchangeBoard of India (Issue of Capital and Disclosure Requirements) Regulations 2009("ICDR Regulations"). However upon undated letter of the Company addressed toBSE Limited and sent through the Exchange's Advocate-on-record in the above referredCompany Application pursuant to the hearing dated March 22 2021 in the matter inter aliaproposing a way to comply with the SEBI Circular CFD/DIL3/CIR/2017/21 dated March 10 2017issued by Securities and Exchange Board of India ("SEBI") including thedisclosures required as per the Part D of Schedule VIII of the Securities and ExchangeBoard of India (Issue of Capital and Disclosure Requirements) Regulations 2009("ICDR Regulations").
The Exchange has based on the guideline received from SEBI withoutprejudice to the rights and contentions inform the Company that it shall disclose therelevant information to the shareholders including the disclosure requirements under SEBICircular CFD/DIL3/CIR/2017/21 dated March 10 2017 read with SEBI Master CircularSEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22 2020 and seek approval of majority ofits public shareholders as required under the aforementioned circular and the saiddecision of majority of the public shareholders shall be brought to the notice of Hon'bleTribunal for further directions in the matter.
6. SUBSIDIARIES JOINT VENTURES AND ASSOCIATECOMPANIES
Pursuant to the Scheme of Amalgamation entire investments of PravegCommunications Limited (including investments in subsidiary companies) stood transferredto Praveg Communications (India) Limited (Formerly known as Sword and Shield PharmaLimited).
During the year the Board of Directors reviewed the affairs of thesubsidiaries. The Company has transferred its entire holding of 50.20% in Praveg TourismPrivate Limited on September 15 2020. Therefore post the aforesaid transfer PravegTourism Private Limited has ceased to be the Company's Subsidiary.
In accordance with Section 129(3) of the Companies Act 2013 we haveprepared the consolidated financial statements of the Company which form part of thisAnnual Report. Further a statement containing the salient features of the financialstatements of subsidiaries joint ventures and associates in the prescribed format AOC-1is appended as Annexure-I to the Board's report. The statement also provides details ofthe performance and financial position of each of the subsidiaries.
7. ANNUAL RETURN
The Annual Return of the Company as on March 312021 is available onthe Company's website and can be accessed athttps://praveg.com/Financial-Reporting/Annual-Reports/Annual_Return_2020_21.pdf.
During the year your company has not accepted any fixed depositswithin the meaning of Section 73 of the Companies Act 2013 and the rules madethere under.
9. PARTICULARS OF LOAN GUARANTEES OR INVESTMENTS
Particulars of loan given investments made guarantees given andsecurities provided covered under the provisions of Section 186 of the Companies Act 2013are provided in the notes to the Financial Statements.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All Related Party Transactions entered into during the financial yearwere on an arm's length basis and were in the ordinary course of business. Your Companyhad not entered into any transactions with the related parties which could be consideredmaterial in terms of Section 188 of the Companies Act 2013. Accordingly the disclosureof related party transactions as required under Section 134(3)(h) of the Companies Act2013 in form AOC-2 is not applicable.
The Board of the Company has adopted the Policy and procedure withregard to Related Party Transactions. The policy envisages the procedure governing themateriality of Related Party Transactions and dealing with Related Party transactionsrequired to be followed by Company to ensure compliance with the Law and Regulation. Thesaid Policy is available on the website of the Company athttps://praveg.com/codeof-conduct-and-policies/10.-Related-Party-Transactions-Policy_PCL.pdf.
11. SECRETARIAL STANDARDS
The Company has followed applicable Secretarial Standards i.e. SS-1and SS-2 relating to 'Meetings of the Board of Directors' and 'General Meetings'respectively.
12. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS
Separate reports on Corporate Governance compliance and ManagementDiscussion and Analysis as stipulated by the SEBI Listing Regulations forms part of thisAnnual Report along with the required Certificate from Practising Company Secretaryregarding Compliance of the conditions of Corporate Governance as stipulated.
In Compliance with Corporate Governance requirements as per the SEBIListing Regulations your Company has formulated and implemented a Code of BusinessConduct and Ethics for all Board Members and Senior Management Personnel of the companywho have affirmed the compliance thereto.
13. DIRECTORS' RESPONSIBILITYSTATEMENT
As stipulated in Section 134(3) read with sub-section (5) of theCompanies Act 2013 to the best of their knowledge and ability state that:
a) In preparation of Annual Accounts for the year ended March 312021the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
b) The Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at March 312021and of the profit or loss of the Company for the year ended on that period;
c) The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
d) The Directors have prepared the annual accounts on a going concernbasis;
e) The Directors have laid down the internal financial controls to befollowed by the Company and that such Internal Financial Controls are adequate and areoperating effectively; and
f) The Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The members of the Board of Directors of the Company are of provencompetence and integrity. Besides having financial literacy experience leadershipqualities and the ability to think strategically the Directors have a significant degreeof commitment to the Company and devote adequate time for the meetings preparation andattendance.
Mr. Jayeshkumar Patel Mr. Dilipkumar Patel Mr. Pareshkumar Patel andMr. Kanjibhai Chaudhary Independent Director of the company resigned as Director w.e.f.August 22 2020 on completion of tenure. The Board placed on record its appreciation forthe valuable services rendered by them as Independent Directors of the Company.
The Board of Directors had appointed Mr. Ajit Panda Mr. Jaladhi Shahand Mr. Rajendrakumar Patel as Additional (Independent) Directors effective from August22 2020. Whose appointment were regularized by the Members at their Annual GeneralMeeting held on September 28 2020 and they are appointed as Independent Directors of theCompany of a period of five years i.e. up to August 212025.
Further to have diversified Board the Company has also appointed Mr.Keyoor Bakshi as an Additional (Independent) Director effective from March 1 2021. Theappointment of Mr. Kayoor Bakshi is required to be regularized at the ensuring AnnualGeneral Meeting of the Members. The Board of Directors on the recommendation of theNomination and Remuneration Committee recommends his appointment at the ensuing AGM.
The Company has received declarations from all the IndependentDirectors of the Company confirming that a) they meet the criteria of independenceprescribed under the Act and the Listing Regulations and b) they have registered theirnames in the Independent Directors' Databank.
Brief details of Directors proposed to be appointed / re-appointed asrequired under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 are provided in the Notice of Annual General meeting.
The Policy for selection of Directors and determining Directors'independence sets out the guiding principles for the Nomination and Remuneration Committeefor identifying persons who are qualified to become Directors and to determine theindependence of Directors in case of their appointment as Independent Directors of theCompany. The Policy also provides for the factors in evaluating the suitability ofindividual Board members with diverse background and experience that are relevant for theCompany's operations. The said policy is put up on the Company's website and can beaccessed athttps://praveg.com/codeof-conduct-and-policies/12-T-C-ofAppointment-of-IDs_PCL.pdf.
15. PERFORMANCE EVALUATION
The Company has devised a Board Evaluation Framework for performanceevaluation of Independent Directors Board Non-Independent Directors and Chairman of theCompany. Pursuant to this framework the Board has carried out the annual evaluation ofits own performance as well as the evaluation of the working of its Committees andindividual Directors including Chairman of the Board. This exercise was carried outthrough a structured questionnaire prepared separately for Board Committee and individualDirectors.
The Board acknowledged certain key improvement areas emerging throughthis exercise and action plans to address these are in progress. The performanceevaluation of the Non-Independent Directors including Chairman was carried out by theIndependent Directors at a separate meeting of the Independent Directors on March 12021.The Nomination and Remuneration Committee has further carried out evaluation of allDirectors including Independent Directors. The report of performance evaluation so arrivedat was then noted and discussed by the Nomination and Remuneration Committee.
16. AUDITORS AND AUDITORS'REPORT
M/s. B. K. Patel & Co. Chartered Accountants (Firm RegistrationNo. 112647W) Ahmedabad are the Statutory Auditors of the Company for the year ended March312021.
The requirement to place the matter relating to appointment of Auditorsfor ratification by members at every Annual General Meeting is done away with videnotification dated May 7 2018 issued by the Ministry of Corporate Affairs New Delhi.Accordingly no resolution is proposed for ratification of appointment of Auditors whowere appointed in the 25th Annual General Meeting held on September 28 2020 for 5 (Five)year term i.e. from the conclusion of 25th Annual General Meeting till the conclusion of30th Annual General Meeting.
The Notes on financial statement referred to in the Auditors' Reportare self-explanatory and do not call for any further comments. The Auditors' Report doesnot contain any qualification reservation adverse remark or disclaimer.
Disclosure of total fees paid to Statutory Auditor on a consolidatedbasis
Total fees for all services paid by the Company and its subsidiarieson a consolidated basis to statutory auditors of the Company and other firms in thenetwork entity of which the statutory auditors are a part during the year ended March312021is ' 6.50 lakhs.
The Board had appointed Mr. Anand Lavingia Practising CompanySecretary to conduct Secretarial Audit for the financial year 2020-21. The SecretarialAudit Report for the financial year ended March 312021 are annexed herewith and marked asAnnexure-II to this Report. The Secretarial Audit Report does not contain anyqualification reservation adverse remark or disclaimer except those stated in thereport. The actions taken by the company read with the comments of the secretarial auditorare explaining the views of your directors on the said matters.
During the year under review the Statutory Auditors and SecretarialAuditor have not reported any instances of frauds committed in the Company by its Officersor Employees to the Audit Committee under section 143(12) of the Companies Act 2013details of which needs to be mentioned in this Report.
17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS ANDOUTGO
A. Conservation of Energy
Being a responsible Company Praveg's daily operations are notenergy-intensive. The Company follows energy efficient practices to contribute its bit inenergy conservation.
i) Steps taken or impact on conservation of energy:
The Company believes that energy conservation is a collective effortand works towards ensuring implementation of energy efficient techniques by the staff byproviding training and conducting awareness programmes.
ii) Steps taken for utilization of alternate sources of energy:
1. The Company follows energy-efficient techniques like limiting theuse of artificial lights and encouraging use of natural light as much as possible.
2. The Company uses energy efficient CFL or LED lights in place ofregular bulbs to save energy.
3. The Staff has been advised to use hibernation mode on Computers whenit is not in use.
4. All the employees are trained of the energy-saving features ofappliances and other electronics like the printers and air-conditioners.
5. The company ensures to replace the outdated electronic equipmentwith certified energy efficient ones.
iii) Capital investment on energy conservation equipments:
No significant capital investment is made on energy consumptionequipment which can be quantified..
B. Technology absorption
Operations of the company do not involve any kind of special technologyand there was no expenditure on research & development during this financial year.
|ii) Benefits derived ||:Not Applicable |
|iii) Details of Technology Imported in lastthreeyears || |
|a) Details of Technology imported ||:Not Applicable |
|b) Year of import ||:Not Applicable |
|c) whether the technology been fully absorbed ||:Not Applicable |
|d) if not fully absorbed areas where absorption has not taken place and the reasons thereof ||:Not Applicable |
|iv) Expenditure incurred on Research and Development ||:Not Applicable |
C. Foreign Exchange Earnings and Outgo
During the Financial Year the foreign exchange earned in terms ofactual inflows was NIL whereas the foreign exchange in terms of actual outflows was NIL.
18. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION
The information required pursuant to Section 197 of the Companies Act2013 read with rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are provided separate annexure forming part of this Report asAnnexure III.
The statement containing particulars of employees as required underSection 197 of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 will be provided upon request. Interms of Section 136 of the Companies Act 2013 the Report and Accounts are being sent tothe members and others entitled thereto excluding the information on employees'particulars which is available for inspection by the members at the Registered Office ofthe Company during business hours on working days of the company up to the date of ensuingAnnual General Meeting. If any member is interested in inspecting the same such membermay write to the company secretary in this regard.
19. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
There has not been an occasion in case of the Company during the yearto transfer any sums or shares to the Investor Education and Protection Fund.
20. LISTING AT STOCK EXCHANGE
The Equity Shares of the Company continue to be listed on the BSELimited.
Meetings of the Board
Six Meetings of the Board of Directors were held during the year. Theparticulars of the meetings held and attended by each Director are detailed in theCorporate Governance Report.
Committees of the Board
Details of various committees constituted by the Board of Directors asper the provision of the SEBI Listing Regulations and the Companies Act 2013 are given inthe Corporate Governance Report which forms part of this Annual Report.
The Audit Committee comprises Mr. Ajit Panda (Chairman) Mr. JaladhiShah and Mr. Rajendrakumar Patel. During the year all the recommendations made by theAudit Committee were accepted by the Board.
The Company has issued and allotted 13333500 (One Crore Thirty ThreeLakhs Thirty Three Thousand Five Hundred Only) new equity shares of ' 10/- each to theshareholders of Transferor Company on March 24 2020 in the ratio of 75 equity shares of' 10/- each of the Company against 1 equity share held in Praveg Communications Limitedranking pari- passu with the existing Equity Shares of the Company in all respects. ThePaid-up Equity Share Capital as at March 31 2021 stood at' 184841000.
Authorised Capital of Transferor Company i.e. ' 2050000 merged withthe Company pursuant to Scheme of Amalgamation. After effect of merged Authorised Capitalthe Company increased from ' 62050000 to ' 185000000 divided into 18500000 EquityShares of ' 10 each and Paid-up Capital of the Company is ' 184841000 divided into18484100 Equity Shares of ' 10 each.
Corporate Social Responsibility (CSR)
The Company has focused on several corporate social responsibilityprograms. The Company has been endeavouring to improve the lives of people and provideopportunities for their holistic development through its different initiatives in theareas of Education Employment enhancing vocation skills and traditional art and crafts.
The Company has constituted a Corporate Social Responsibility (CSR)Committee and has framed a CSR Policy. The policy can be accessed athttps://praveg.com/wp-content/uploads/2020/11/CSR-Policy_PCIL_10112020.pdf. The briefdetails of CSR Committee are provided in the Corporate Governance Report. The AnnualReport on CSR activities is annexed herewith and marked as Annexure IV to this Report.
Internal Financial Controls
Based on the framework of internal financial controls and compliancesystems established and maintained by the Company work performed by the StatutoryAuditors and the reviews performed by Management and the relevant Board Committeesincluding the Audit Committee the Board is of the opinion that the Company's internalfinancial controls were adequate and effective during the financial year 2020-21.
Internal Control Systems
Adequate internal control systems commensurate with the nature of theCompany's business and size and complexity of its operations are in place and have beenoperating satisfactorily.
Policy on Directors' Appointment and Remuneration
The Nomination and Remuneration Policy for Directors Key ManagerialPersonnel and other employees sets out the guiding principles for the Nomination andRemuneration Committee for recommending to the Board the remuneration of the DirectorsKey Managerial Personnel and other employees of the Company. The policy is available onthe Company's website athttps://praveg.com/codeof-conduct-and-policies/6-Nomination-RemunerationPolicy_PCL.pdf.
Risk Management Policy
The Board of Directors of the Company has put in place a RiskManagement Policy which aims at enhancing shareholders' value and providing an optimumrisk-reward trade off. The risk management approach is based on a clear understanding ofthe variety of risks that the organisation faces disciplined risk monitoring andmeasurement and continuous risk assessment and mitigation measures.
Vigil Mechanism & Whistle Blower Policy
The Company has a Vigil mechanism & Whistle blower policy underwhich the employees are free to report violations of applicable laws and regulations andthe Code of Conduct. The reportable matters may be reported to the Vigilance & EthicsOfficer which operates under the supervision of the Audit Committee as protecteddisclosures through an e-mail or dedicated telephone line or a written letter. Employeesmay also report directly to the Chairman of the Audit Committee. The said Policy isavailable on the website of the Company at https://praveg.com/codeof-conduct-and-policies/11-WhistleBlowerPolicy_PCL.pdf.
Prevention of Sexual Harassment of Women at Workplace
There were no incidences of sexual harassment reported during the yearunder review in terms of the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules made thereunder.
Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of InsiderTrading with a view to regulate trading in securities by the Directors and designatedemployees of the Company. The Code requires pre-clearance for dealing in the Company'sshares and prohibits the purchase or sale of Company shares by the Directors and thedesignated employees while in possession of unpublished price sensitive information inrelation to the Company and during the period when the Trading Window is closed. The Boardis responsible for implementation of the Code.
Directors of the Company states that no disclosure or reporting isrequired in respect of the following items as there were no transactions on these itemsduring the year under review:
i. Details relating to deposits covered under Chapter Vof the Act.
ii. Issue of equity shares with differential rights as to dividendvoting or otherwise.
iii. Issue of shares (including sweat equity shares) to employees ofthe Company under any scheme.
iv. The Company does not have any scheme of provision of money for thepurchase of its own shares by employees or by trustees for the benefit of employees.
v. Neither the Managing Director nor the Whole Time Director of theCompany receives any remuneration or commissions from any of its subsidiaries.
Your directors wish to place on record and acknowledge theirappreciation for the continued support and co-operation received from GovernmentAuthorities lending institutions and esteemed shareholders of the company. Directorsalso record their appreciation for the total dedication of the employees.