You are here » Home » Companies » Company Overview » Pradeep Metals Ltd

Pradeep Metals Ltd.

BSE: 513532 Sector: Engineering
NSE: N.A. ISIN Code: INE770A01010
BSE 00:00 | 21 Sep 80.05 0.15
(0.19%)
OPEN

75.00

HIGH

80.30

LOW

75.00

NSE 05:30 | 01 Jan Pradeep Metals Ltd
OPEN 75.00
PREVIOUS CLOSE 79.90
VOLUME 11098
52-Week high 86.60
52-Week low 30.60
P/E 12.73
Mkt Cap.(Rs cr) 138
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 75.00
CLOSE 79.90
VOLUME 11098
52-Week high 86.60
52-Week low 30.60
P/E 12.73
Mkt Cap.(Rs cr) 138
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Pradeep Metals Ltd. (PRADEEPMETALS) - Director Report

Company director report

Your Directors are pleased to present the Thirty Eighth Annual Report together with theAudited Financial Statements for the year ended 31st March 2021.

1. FINANCIAL RESULTS:

The Company's standalone financial performance for the year ended 31st March 2021 issummarized below:

(Rs. in lakhs)
Year Ended 31.03.2021 31.03.2020
Total Income 14363.86 17828.61
Profit/(Loss)before Depreciation Exceptional items and 1805.51 2544.02
Taxes
Less: Depreciation & amortization expenses 539.59 497.63
Less: Exceptional item* 308.26 347.94
Profit before taxes 957.66 1698.45
Less: Provision for taxes 339.41 410.30
Profit after tax for the year 618.25 1288.15
Other Comprehensive Income (Net of Taxes) 27.61 70.74
Total Comprehensive Income 645.86 1358.90

* Exceptional items represent provision made for impairment in the value of investmentin Pradeep Metals Limited Inc. Houston USA (WOS) of Rs. 270.00 lakhs (previous year Rs.270.00 lakhs) and production related expenses incurred by the company during the period ofnationwide lockdown declared in India the Company's plant was shut from 22nd March 2020to 3rd April 2020. Consequently expenses amounting to Rs. 38.26 lakhs (previous year Rs.77.94 lakhs) are disclosed as exceptional items.

2. COVID-19 IMPACT:

The forging industry suffered a setback due to the COVID-19 pandemic outbreak and theconsequent lock downs. Your Company also bore some of the impact but mostly during thefirst and second quarters of the year. Your company received approvals from relevantDistrict Administration to operate as a Essential Goods supplier being exempt formlockdown restrictions and was therefore able to resume production from 4th April 2020after a shutdown on 22nd March 2020. Subdued demand from customers was witnessed in theinitial period of the year but the position quickly improved from September 2020 withthe result that revenues were impacted by only 19.43% compared to the last year. We ranour operations safely and efficiently and could service our customers to theirsatisfaction.

We operated at all times with the first and foremost priority as the health and safetyof our employees. Government norms of COVID-19 protocols were scrupulously followed andthose who did not have to attend essential activity at workplace were allowed to work fromhome. Adequate insurance cover was arranged so that employees were not hit with lostwages. Term covers for compensation in case of death also instilled a sense of security inthe employees with the result that attendance was excellent and co-operation tothe fullest.

3. RESULTS OF OPERATIONS AND THE STATE OF THE COMPANY'S AFFAIRS:

Your Company achieved Revenues from Operations and Other Income of Rs.14363.86 lakhsduring the financial year ended 31st March 2021 an decrease of 19.43% over the previousyear. Profit before

Exceptional items and Taxes for the year has decreased by 38.14% and Profit afterExceptional items and Taxes by 52.00%.

During the year as the COVID-19 pandemic hit the market stability and demand thesales of the Company were seriously affected. However the Company maintained theprofitability as per the budget estimations due to better recovery product-mixproduction planning and cost controls.

Detailed analysis and future outlook of the Company's business are dealt in theManagement Discussion and Analysis Report.

4. DIVIDEND:

Your Directors recommended a Final Dividend of 10% i.e. Re. 1 per Equity share ofRs.10/- each for the financial year ended 31st March 2021 in the Board Meeting of theCompany held on 27th May 2021.

5. TRANSFER TO RESERVES:

No amount has been transferred to the General Reserve.

6. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

Management's Discussion and Analysis Report for the year under review in terms of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (the "Listing Regulations") and SEBI (Listing Obligations andDisclosure Requirements) (Amendment) Regulations 2018 (the "Amended ListingRegulations") form part of this report.

7. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company has one Wholly Owned Subsidiary namely Pradeep Metals Limited Inc.Houston USA (the WOS) and one 100% Step Down Subsidiary namely Dimensional Machine WorksLLC Houston USA (the SDS). The financials of both the subsidiaries are included in theConsolidated Financial Statements which are prepared in accordance with the relevantAccounting Standards issued by the Institute of Chartered Accountants of India and formpart of this Report.

The WOS is engaged in warehousing and marketing the products manufactured by theCompany. The WOS has also commenced agency business for marketing of the products of theCompany in international market (excluding India) from 01st January 2021 for a period ofthree years. The WOS is entitled to receive commission @5% on FOB value of export sales(other than export sales to the subsidiaries) realized. Apart from adding new businessthis will help the Company to serve the customers falling in different time zones byfaster response and service. The SDS has been engaged in manufacturing and tradingcomponents mainly for the Oil & Gas industry in USA. It has recently diversified itsactivities in engineering industry in order to improve its viability. The total income ofthe WOS and the SDS was Rs. 2267.11 lakhs (USD 3.225 Million) and Rs. 1106.05 lakhs (USD1.502 Million) for the current year as compared to Rs. 3556.75 lakhs (USD 5.019 Million)and Rs.1339.54 lakhs (USD 1.842 Million) for the previous year respectively. Thecombined profit before Exceptional items and Taxes of both the subsidiaries amounted ofRs. 362.16 lakhs (USD 0.489 Million) in the year as compared to loss of Rs. 531.11 lakhs(USD 0.843 Million) in the previous year.

A Sub- Committee was formed during the year in order to review financial health of theWOS. It was found that its Non-Current Assets exceeded the Long-Term Resources by Rs.2153.67 lakhs (USD 2.846 Million) as on 31st March 2020. Consequently the Company hasinvested Rs. 2109.63 lakhs (USD 2.870 Million) in the WOS during the year 2020-21 by wayof equity of Rs. 463.42 lakhs (USD 0.620 Million) and Unsecured Loan of Rs. 1646.21 lakhs(USD 2.250 Million). The WOS utilized it for bridging the gap between Non- Current Assetsand Long-Term Resources which included repayment of ECBs repayment of Rs. 639.62lakhs (USD 0.870 Million) which fell due during the year.

For financing the above investment the Company has raised a Term Loan of Rs. 1400.00Lakhs from Union Bank of India. The balance amount has been met from internalaccruals/funds of the Company.

The performance of the subsidiaries is getting improved in view of development of newcustomers and products. Efforts are being made to develop new customers and enlarge theproducts range in order to improve turnover and profitability of both the subsidiaries.During the year the WOS has also earned the Agency Commission income of Rs. 90.95 lakhs(USD 0.124 Million). The SDS received Rs. 281.00 lakhs (USD 0.384 Million) under PaycheckProtection Program (relief program) of the US Government as financial support in thesituation of COVID-19. It also helped in improving the profitability of SDS. Theconsolidated Income of the Company is Rs. 15810.12 lakhs in the current year as comparedto Rs. 19732.35 lakhs in the previous year i.e. a decrease of 19.88%. The consolidatedProfit before Exceptional Items of Rs. 308.25 lakhs but after Taxes for the current yearis Rs. 1104.88 lakhs as compared to Rs. 1114.01 lakhs in the previous year. The Companydoesn't have any Joint Venture or Associate Company.

As required by the Companies (Accounts) Rules 2014 a report on performance andfinancial position of each of the subsidiaries included in the Consolidated Financialstatements is annexed to this Report as

Annexure A (Form No. AOC-1). Material Subsidiaries:

Pursuant to amended Regulation 16(1)(c) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 "Material Subsidiary" means a subsidiary whoseincome or net worth exceeds ten percent of the consolidated income or net worthrespectively of the Company and its Subsidiaries in the immediately preceding accountingyear.

The Board of Directors of the Company has approved a Policy for determining materialsubsidiaries which is in line with the Listing Regulations as amended from time to time.The Policy has been uploaded on the Company's websitehttps://www.pradeepmetals.com/policies/.

Pradeep Metals Limited Inc. Houston USA Wholly Owned Subsidiary falls under thedefinition of Material Subsidiaries as mentioned above.

8. DEPOSITS:

The Company has not invited nor accepted any fixed deposits from the public and assuch no amount of principal or interest was outstanding in respect thereof on the date ofthe Balance Sheet.

9. CREDIT RATING:

The Company's financial discipline and prudence is reflected in the credit ratingsascribed by the rating agency as given below:

Rating Agency CRISIL Limited (Dated 9th April 2020)
Total Bank Loan facilities rated Rs.10200 lakhs
Long-term Rating CRISIL BBB-/Stable (Reaffirmed)
Short-term Rating CRISIL A3 (Reaffirmed)

10. SHARE CAPITAL:

During the year under review there was no change in the Company's Issued Subscribedand Paid-up Equity Share Capital which consisted of 17270000 Equity Shares of Rs.10/-each as on 31st March 2021. The Company has issued only one class of Equity Shares and ithas not issued shares with differential rights.

The Company has not issued any Equity Shares under Sweat Equity Share Capital orEmployee Stock Option Scheme.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

At present your Company has Eight (8) Directors consisting of Four (4) IndependentDirectors (of which one is Woman Director) One (1) Executive Director and Three (3)Non-Executive Non-Independent Directors (of which one is Woman Director).

Re- appointments:

1. In accordance with the provisions of Section 152(6) of the Companies Act 2013("the Act") Mrs. Neeru P. Goyal (DIN: 05017190) Non-ExecutiveNon-Independent Director retires by rotation at the ensuing Annual General Meeting (AGM)being eligible has offered herself for re-appointment. Details of her background aregiven in the Corporate Governance Report which forms part of this Annual Report.

2. In accordance with the provisions of Section 149 read with Schedule IV of theCompanies Act 2013 and Regulation 17 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 and based onrecommendation of Nomination and Remuneration Committee Mr. Jayavardhan Dhar Diwan (DIN:01565319) is being re-appointed as an Independent Director of the Company for a secondterm of five years with effect from 13th May 2022 upto 12th May 2027. Details of hisbackground are given in the Corporate Governance Report which forms part of this AnnualReport.

Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Act Mr. Pradeep Goyal Chairman andManaging Director Ms. Kavita Choubisa Ojha Chief Financial Officer and Ms. NiveditaNayak Company Secretary and Compliance Officer are the Key Managerial Personnel of theCompany as on the date of this Report.

12. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The information required under Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed tothis Report as

Annexure B.

13. DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of the provisions of Section 134(3) (c) read with Section 134(5) of theCompanies Act 2013 ("the Act") the Board of Directors in respect of the yearended 31st March 2021 hereby confirm that: a. in the preparation of the annual accountsthe applicable accounting standards have been followed and there are no materialdepartures; b. they have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period; c. they have taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d. they have prepared the annual accounts on agoing concern basis; e. they have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and were operatingeffectively; and f. they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

14. a) DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all Independent Directors of the Companyconfirming that they meet the criteria of independence as laid down under Section 149(6)of the Companies Act 2013 and the Listing Regulations.

In terms of Regulation 25(8) of SEBI Listing Regulations they have confirmed that theyare not aware of any circumstance or situation which exists or may be reasonablyanticipated that could impair or impact their ability to discharge their duties asIndependent Director. On the basis of declarations received from all IndependentDirectors the Board of Directors has confirmed that they meet the criteria ofindependence as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations andthat they are independent of the Management. b) No Independent Director wasappointed during the FY 2020-21 so a statement regarding opinion of theBoard with regard to integrity expertise and experience (including the proficiency) ofthe Independent Directors appointed during the year as per the Companies (Account) Rules -8 (5) (iiiA) is not applicable.

15. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION ETC:

The Company has put in place appropriate policy on Directors' appointment andremuneration and other matters provided in Section 178(3) of the Companies Act 2013.

The salient features of Company's policy on Directors' remuneration have been disclosedin the Corporate Governance Report which forms part of this Report.

16. ANNUAL EVALUATION OF THE BOARD'S PERFORMANCE ITS COMMITTEES AND INDIVIDUALDIRECTORS:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and SEBI (Listing Obligations and DisclosureRequirements) Amendment Regulations 2018 the Board has carried out an annual performanceevaluation of the working of its own performance the Directors individually as well asevaluation of its Committees in its Meeting held on 12th February 2021.

The Nomination and Remuneration Committee also reviewed the performance of IndividualDirectors the Board as a whole Committees of the Board and Chairman and ManagingDirector after taking into consideration feedback received from Directors. The evaluationwas done on various parameters such as vision and strategy participation disclosures ofinterests review of risk management policies and evaluating plans with reference to riskand return good governance leadership skills operations business development humanresources development corporate communication etc. as per the structured questionnairecirculated to the Directors taking into consideration the guidelines issued by SEBI. Thefeedback received from Directors were then consolidated and placed before the Committee/Board for its evaluation. The Directors expressed their satisfaction with the evaluationprocess.

17. CORPORATE GOVERNANCE AND VIGIL MECHANISM:

A detailed Report on Corporate Governance pursuant to the requirements of Regulation34(3) of the Listing Regulations forms an integral part of this Report. A Certificate fromthe Auditors of the Company M/s. N.A. Shah Associates LLP Chartered Accountantsconfirming compliance with the conditions of Corporate Governance as stipulated underSchedule V (E) of the Listing Regulations is annexed to this Report as Annexure C.

The Business Responsibility Reporting as required by Regulation 34(2) of the ListingRegulations is not applicable to the Company for the financial year ending 31st March2021.

The Vigil Mechanism of the Company also incorporates a Whistle Blower Policy in termsof the Listing Regulations thereby establishing a vigil mechanism for Directors andpermanent employees for reporting genuine concerns if any. Protected disclosures can bemade by a whistle blower through an e-mail or dedicated telephone line or a letter to theChairman of the Audit Committee. The policy on vigil mechanism and whistle blower policymay be accessed onthe Company's website at the link:https://www.pradeepmetals.com/policies/.

18. RISKS:

Your Directors had constituted a Risk Management Committee which was entrusted with theresponsibility to assist the Board in (a) Overseeing and approving the Company's riskmanagement framework; and (b) Overseeing that all the risks that the organization facessuch as strategic financial credit market liquidity security property IT Legalregulatory reputational and other risks have been identified and assessed and there is anadequate risk management infrastructure in place capable of addressing those risks.However the Risk Management Committee was dissolved because of the small size of thebusiness w.e.f. 13th May 2017 and the Audit Committee currently looks into the RiskManagement functions.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Corporate Social Responsibility Committee (CSR Committee) has formulated andrecommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicatingthe activities to be undertaken by the Company which has been approved by the Board andthe same has been hosted on the Company's website:https://www.pradeepmetals.com/policies.

The key philosophy of all CSR initiatives of the Company is guided by three corecommitments of Scale Impact and Sustainability. During the year the Company has spentRs. 26.14 lakhs (about 80.48%) against the annual requirement of Rs. 32.48 lakhs for theyear 2020-21 on CSR activities. The Unspent amount of Rs. 6.34 lakhs ‘which belongedto ongoing projects' have been transferred to Unspent CSR Account as per the requirementof latest amendment in CSR Rules dated 22nd January 2021.

Pursuant to the latest amendment in CSR Rules dated 22nd January 2021 the constitutionof CSR Committee is not applicable where the CSR amount to be spent by a Company doesn'texceed Rs. 50 lakhs and the functions of such Committee shall be discharged by the Boardof Directors.

Given the above the Board in its meeting held on 27th May 2021 decided to dissolvethe CSR Committee. Further the Company has formed an Internal Committee under ChiefFinancial Officer where the Chief Operating Officer and the Company Secretary shall beresponsible for implementation of the CSR projects/activities.

The Company has identified focus areas of engagement which have been enumerated in theAnnual Report on CSR activities in Annexure D to this Report.

20. AUDIT COMMITTEE:

The details in respect of the Audit Committee are included in the Corporate GovernanceReport which forms part of this Report.

21. AUDITORS AND AUDITORS' REPORT: a. Statutory Auditors

Pursuant to the provisions of Section 139(1) of the Companies Act 2013 and theCompanies (Audit and Auditors) Rules 2014 M/s. N. A. Shah Associates LLP CharteredAccountants (Registration No. 116560W/W100149) [formerly known as M/s. N. A. ShahAssociates] were appointed in 37th AGM as the Statutory Auditors of the Company for aterm of 5 years i.e. till the conclusion of 42nd AGM of the Company to be held in year2025.

Auditors' Report

The Notes on Financial Statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments. b. Cost Auditors

As per the requirement of Central Government and pursuant to the provisions of Section148 of the Companies Act 2013 (the Act) read with the Companies (Cost Records and Audit)Rules 2014 as amended from time to time the Company has been carrying out audit of itscost records every year.

The Board of Directors on the recommendation of the Audit Committee has re-appointedM/s. MKJ & Associates Cost & Management Accountants (Firm Registration No.001352) as Cost Auditors to audit the cost accounts of the Company for financial year2021-22 at a remuneration of Rs.125000/- (plus applicable taxes and reimbursement ofout-of-pocket expenses at actuals). Pursuant to Section 148 of the Act a resolutionseeking Members' approval for the remuneration payable to the Cost Auditors forms part ofthe Notice convening the ensuing AGM.

The relevant Cost Audit Report for the FY 2019-20 was filed with the Ministry ofCorporate Affairs on 10th December 2020. No adverse comments have been made in the saidReport. c. Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rules madethereunder M/s. Shweta Gokarn & Co. Practicing Company Secretaries Navi Mumbai(Certificate of Practice Number: 11001) were appointed as the Secretarial Auditors toconduct Secretarial Audit. The Secretarial Auditors' Report for the financial year ended31st March 2021 is annexed to this Report as Annexure E.

The Board has also re-appointed M/s. Shweta Gokarn & Co. as Secretarial Auditor toconduct the Secretarial Audit of the Company for financial Year 2021-22.

22. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIESPROVIDED:

The Company has made certain investments given loans to Pradeep Metals Limited Inc.Houston USA (the WOS) during the financial year aggregating to Rs. 2109.63 lakhs (USD2.870 Million) details of which are as follows: i) Equity - Rs. 463.42 lakhs (USD 0.620Million) ii) Unsecured Loans - Rs. 1646.21 lakhs (USD 2.250 Million).

The Loans carry interest rate is @ 0.50% over the Union Bank of India rate for FCL/sobtained by the Company or RBI' minimum bond rate according to IND AS prescribed from timeto time whichever is higher and are repayable in 15 half yearly installments of USD 0.150Million each.

As on 31st March 2021 Company's overall investment in WOS in the form of Equitystands to Rs.1342.53 lakhs (USD 1.978 Million) whereas the Unsecured Loansextended to WOS amount to Rs.1827.75 lakhs (USD 2.500 Million).

23. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. The Company entered into an agency agreement with WOS during financial year forInternational marketing and support to the customers. During the year the Company did notenter into any contract/arrangement/transaction with related parties other than theWholly Owned Subsidiary which could be considered material in accordance with the policyof the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's websitehttps://www.pradeepmetals.com/policies/. The particulars as required under the Act alongwith the statement containing transactions with any person or entity belonging to thepromoter/promoter groups which hold(s) 10% or more shareholding if any are furnished in AnnexureF (Form No. AOC-2) to this Report.

24. MATERIAL CHANGES AND COMMITMENTS:

No material changes have occurred and no commitments were given by the Company therebyaffecting its financial position between the end of financial year to which thesefinancial statements relate and the date of this Report.

25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided in AnnexureG to this Report.

26. INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has in place adequate internal financial controls commensurate with theactivities and the size of the Company with reference to financial statements. During theyear such controls were tested and no reportable material weaknesses in the design oroperation were observed.

27. SECRETARIAL STANDARDS:

The Company has in place proper system to ensure compliance with the provisions of theapplicable Secretarial Standards (SS-1 and SS-2) issued by the Institute of CompanySecretaries of India.

28. HUMAN RESOURCES:

The Company recognizes its human resources as one of its prime & critical resourcesfor its growth and hence it strives to align human resource policy and initiatives to meetbusiness plans. The relations between the Management and the Staff Members remained verycordial throughout the year under review. As on 31st March2021 the Company had 444permanent employees at its manufacturing plants and administrative office at Rabale NaviMumbai.

29. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules made thereunder.

During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

During the financial year 2020-21 three Meetings were held of the Internal ComplaintsCommittee on 29th September 2020 24th December 2020 and 23rd January 2021.

30. EXTRACT OF ANNUAL RETURN AS ON 31st MARCH 2021:

Extract of Annual Return of the Company is annexed herewith as Annexure H tothis Report.

31. BOARD MEETINGS HELD DURING THE FY 2020-21:

During the financial year 2020-21 four (4) Board Meetings were held on 29th June2020 3rd September 2020 10th November 2020 and 12th February 2021 details of whichare furnished in the Corporate Governance Report forming part of this Report. The gapbetween any two Meetings did not exceed 120 days.

32. PROMOTER GROUP:

Change in Promoter and Promoter Group Shareholding:

During the third quarter of FY 2020-21 i.e. in December 2021 Nami Capital PrivateLimited (Promoter group entity) purchased 221914 shares of the Company comprisingof 1.29 % of the total paid-up share capital of the Company over multiple tranches. As ondate the total shareholding of Nami Capital Private Limited after the said acquisitionstands to 59.03%. As a result the overall shareholding of Promoter group has nowincreased from 72.20% to

73.48%. However it is to note that the total shareholding of the Promoters is stillwithin the maximum permissible limit of 75.00% as stated under the SEBI SAST Regulations.

33. PARTICULARS OF EMPLOYEES:

In terms of the provisions of Sub Rule 2 of Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 none of the employees except Mr. PradeepGoyal Chairman and Managing Director of Company drew salary in excess of the limitsprescribed under the Act. Relevant particulars are given in Annexure B to thisReport. The Report and the Accounts are being sent to the Members excluding the statementcontaining the names of top ten Employees in terms of Remuneration drawn. In terms ofSection 136 of the Act the details of top ten Employees are open for Inspection at theRegistered Office of the Company. Any Member interested in obtaining a copy of the samemay write to the Company Secretary.

34. SPECIAL BUSINESS:

As regards the items in the Notice of the Annual General Meeting relating to SpecialBusiness the resolutions incorporated in the Notice and the Explanatory Statementrelating thereto fully indicate the reasons for seeking the approval of Members to thoseproposals.

The following resolutions are proposed to be passed as Special Business:

1. To re-appoint Mr. Jayavardhan Dhar Diwan (DIN: 01565319) as an Independent Directorfor a Second Term of five years.

2. To approve the remuneration of the Cost Auditors for the financial year ending 31stMarch 2022.

3. Alteration in Object Clause of the Memorandum of Association of the Company.

35. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year:

No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in future.

There were no frauds reported by the Auditors under Sub section (12) of Section 143 ofthe Companies

(Amendment) Act 2015 to the Audit Committee Board of Directors or CentralGovernment.

There were no application made or any proceeding pending under the Insolvency andBankruptcy Code 2016 (31 of 2016) during the year at the end of the financial year.

The details of difference between amount of the valuation done at the time of one-timesettlement and the valuation done while taking loan from the Banks or FinancialInstitutions along with the reasons thereof- Not applicable.

36. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation and acknowledge withgratitude the support and co-operation extended by the Government authorities Union Bankof India (bankers) customers vendors employees and Members during the year under reviewand look forward to their continued support.

Place: Navi Mumbai
Date: 27th May 2021
For and on behalf of Board of Directors of
Pradeep Metals Limited
Sd/- Sd/- Sd/- Sd/-
Pradeep Goyal Neeru P. Goyal Kavita Choubisa Ojha Nivedita Nayak
Chairman and Managing Director Director Chief Financial Officer Company Secretary
DIN: 00008370 DIN: 05017190 PAN: ATTPC7818E FCS: 8479

.