Corporate Governance
Corporate Governance Report
Proven Water Purifiers India Limited is committed to the highest standards of corporate governance. The Company believes that good corporate governance practices contribute to the long-term welfare of all stakeholders, including shareholders, employees, customers, vendors, and the society at large. The Company's corporate governance framework ensures transparency, accountability, and ethical business conduct at all levels of the organisation.
Board of Directors
The Board of Directors of Proven Water Purifiers India Limited comprises a balanced mix of Executive, Non-Executive, and Independent Directors ensuring diverse expertise and independent oversight.
| Name | DIN | Designation | Category |
|---|---|---|---|
| Mr. Rajesh Kumar Sharma | 00123456 | Chairman & Managing Director | Promoter, Executive Director |
| Mrs. Priya Sharma | 00234567 | Whole-time Director | Promoter, Executive Director |
| Mr. Anand Verma | 00345678 | Independent Director | Non-Executive, Independent |
| Dr. Sunita Patel | 00456789 | Independent Director | Non-Executive, Independent |
| Mr. Vikram Singh Rathore | 00567890 | Non-Executive Director | Non-Executive, Non-Independent |
| Ms. Kavitha Nair | 00678901 | Independent Director | Non-Executive, Independent (Woman Director) |
Board Meetings Held During the Year 2025-26
During the Financial Year 2025-26, the Board of Directors met 6 (Six) times. The gap between two consecutive meetings did not exceed 120 days, in compliance with the provisions of the Companies Act, 2013 and SEBI LODR Regulations.
| Sr. No. | Date of Meeting | Board Strength | Directors Present |
|---|---|---|---|
| 1 | 28th May, 2025 | 6 | 6 |
| 2 | 12th August, 2025 | 6 | 5 |
| 3 | 10th September, 2025 | 6 | 6 |
| 4 | 14th November, 2025 | 6 | 5 |
| 5 | 22nd January, 2026 | 6 | 6 |
| 6 | 14th February, 2026 | 6 | 4 |
Compliance Report
The Company has complied with all mandatory requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to corporate governance. A quarterly compliance report on corporate governance is submitted to the stock exchanges within the prescribed timelines as per Regulation 27(2) of the SEBI LODR Regulations.
The Company has obtained the requisite certificate from the Practising Company Secretary confirming compliance with the conditions of corporate governance as stipulated under the said regulations. This certificate is annexed to the Annual Report.
Code of Conduct
The Board of Directors has adopted a Code of Conduct for all Board Members and Senior Management Personnel of Proven Water Purifiers India Limited. The Code is applicable to all Directors (Executive and Non-Executive), Senior Management, and other designated employees of the Company.
All Board Members and Senior Management Personnel have affirmed their compliance with the Code of Conduct for the Financial Year 2025-26. A declaration signed by the Managing Director to this effect is annexed as part of the Corporate Governance Report.
The Code of Conduct is available on the Company's website at www.provenwaterpurifiers.com/investor-relations/code-of-conduct.
CEO/CFO Certification
In compliance with Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managing Director (CEO) and the Chief Financial Officer (CFO) of the Company have furnished a certificate to the Board of Directors certifying:
- The financial statements and cash flow statements present a true and fair view of the Company's affairs and are in compliance with existing accounting standards.
- There are no transactions entered into by the Company during the year which are fraudulent, illegal, or violative of the Company's Code of Conduct.
- They accept responsibility for establishing and maintaining internal controls for financial reporting, and they have evaluated the effectiveness of such controls.
- They have indicated to the Auditors and the Audit Committee any significant changes in internal control, accounting policies, and instances of significant fraud, if any.
The certificate for the Financial Year ended 31st March, 2026 has been reviewed by the Audit Committee and taken on record by the Board of Directors at its meeting held on 28th May, 2026.
Whistle Blower Policy / Vigil Mechanism
In compliance with Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the SEBI LODR Regulations, the Company has established a Vigil Mechanism / Whistle Blower Policy to enable its Directors, employees, and stakeholders to report genuine concerns about unethical behaviour, actual or suspected fraud, or violation of the Company's Code of Conduct or ethics policy.
The mechanism provides adequate safeguards against victimisation of employees and Directors who use this mechanism. The Company ensures that no personnel who has reported a concern under this policy shall be subjected to any unfair treatment. The Audit Committee of the Board oversees the functioning of the Vigil Mechanism.
No person has been denied access to the Chairperson of the Audit Committee. The Whistle Blower Policy is available on the Company's website at www.provenwaterpurifiers.com/investor-relations/whistle-blower-policy.