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Pradeep Metals Ltd.

BSE: 513532 Sector: Engineering
NSE: N.A. ISIN Code: INE770A01010
BSE 00:00 | 23 Mar 166.90 0.80
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NSE 05:30 | 01 Jan Pradeep Metals Ltd
OPEN 179.85
PREVIOUS CLOSE 166.10
VOLUME 2750
52-Week high 209.00
52-Week low 75.25
P/E 14.38
Mkt Cap.(Rs cr) 288
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 179.85
CLOSE 166.10
VOLUME 2750
52-Week high 209.00
52-Week low 75.25
P/E 14.38
Mkt Cap.(Rs cr) 288
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 Ninth Annual Report together with theAudited Financial Statements for the year ended 31st March 2022.

1. FINANCIAL RESULTS:

The Company's standalone financial performance for the year ended 31st March2022 is summarized below: (Rs. in Lakhs)

Year Ended 31.03.2022 31.03.2021
Total Income 21283.08 14363.86
Profit/(Loss) before Depreciation Exceptional items and Taxes 2653.67 1805.51
Less: Depreciation & amortization expenses 583.11 539.59
Less: Exceptional Items* 135.00 308.26
Profit before taxes 1935.56 957.66
Less: Provision for taxes 511.61 339.41
Profit after tax for the year 1423.95 618.25
Other Comprehensive Income (Net of Taxes) 3.62 27.61
Total Comprehensive Income 1427.57 645.86

*Exceptional Items represent –

(a) provisions made for impairment in the value of investment in Pradeep Metals LimitedInc. Houston USA (WOS) of Rs. 135.00 Lakhs (Previous Year Rs. 270.00 Lakhs); and

(b) expenses amounting to Rs. Nil (Previous Year Rs. 38.28 Lakhs) production relatedexpenses incurred during the period of nationwide lockdown declared in India.

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

The Company has achieved Revenues from Operations and Other Income of Rs. 21283.08Lakhs during the Financial Year ended 31st March 2022 an increase of 48.17%over the Previous Year. Profit before Exceptional Items and Taxes for the year hasincreased by 63.56% and Profit after Exceptional Items and Taxes increased by 130.32%during the year.

The consolidated income of the Company is Rs. 22533.77 Lakhs in the current year ascompared to Rs. 15810.10 Lakhs in the Previous Year i.e. an increase of 42.53%. Theconsolidated Profit before Exceptional Items but after Taxes for the current year is Rs.2132.41 Lakhs as compared to Rs. 1116.42 Lakhs in the Previous Year.

The revenue and profitability of the Company increased due to favorable marketcondition after COVID-19 better recovery product-mix production planning cost controlsand better management of resources. Detailed analysis and future outlook of the Company'sbusiness are dealt in the Management Discussion and Analysis Report which forms part ofthis Report.

3. DIVIDEND:

The Directors have recommended a Final Dividend of 15% i.e. Rs. 1.50 per Equity Shareof Rs. 10/- each for the Financial Year ended 31st March 2022 at the BoardMeeting held on 12th May 2022.

4. TRANSFER TO RESERVES:

No amount has been transferred to the General Reserve.

5. CHANGE IN THE NATURE OF BUSINESS IF ANY:

There was no change in the nature of business of the Company during the year underreview.

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") forms 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 (WOS) and one 100% Step-Down Subsidiary namely Dimensional Machine WorksLLC Houston USA (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 formspart 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 aperiod of three years. Apart from adding new business this has helped the Company toserve the customers falling in different time zones by faster response and service.

The SDS has been engaged in manufacturing and trading of components for Engineeringindustry in USA market. The total income of the WOS and the SDS was Rs. 2268.69 Lakhs(USD 3.589 Million) and Rs. 1640.30 Lakhs (USD 2.206 Million) for the current year ascompared to Rs. 2267.11 Lakhs (USD 3.225 Million) and Rs. 1106.05 Lakhs (USD 1.502Million) for the Previous Year respectively. The combined profit before Exceptional itemsand Taxes of both the Subsidiaries amounted of Rs. 596.03 Lakhs (USD 0.802 Million) forthe year as compared to Rs. 362.16 Lakhs (USD 0.489 Million) in the Previous Year.

During the Financial Year the WOS has purchased Land with Building in Houston TexasUSA at the cost of USD 1.586 Million. It has been financed by Term Loan of USD 1.800Million (including development cost) from Union Bank of India Dubai and Margin money ofUSD 0.200 Million lent by the Company. The Company has also furnished its CorporateGuarantee for this loan. After the detail analysis Management has found that it will savethe cost and also be beneficial for future business for both the Subsidiaries. Theperformance 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 their turnover and profitability. During the year theWOS has also earned the Agency Commission income of Rs. 426.09 Lakhs (USD 0.523 Million)as compared to Rs. 90.95 Lakhs (USD 0.124 Million) during the Previous Year. The SDSreceived Rs. 70.43 Lakhs (USD 0.091 Million) as compared to Rs. 210.67 Lakhs (USD 0.288Million) during Previous Year under Paycheck Protection Program (relief program) of the USGovernment as financial support in the situation of COVID-19. It also helped in improvingthe profitability of SDS.

The Company doesn'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 henceno amount of principal or interest was outstanding in respect thereof on the date of theBalance 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

Date of Rating 29th July 2021 Total Bank Loan facilities rated Rs.10200Lakhs Long-term Rating CRISIL BBB-/Positive (Outlook revised from ‘Stable'; Ratingreaffirmed) 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 2022. The Company has issued only one class of EquityShares and it has 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 a Woman Director) One (1) Executive Director and Three (3)Non-Executive Non-Independent Directors (of which one is a Woman Director).

Re-appointments:

1. In accordance with the provisions of Section 152(6) of the Companies Act 2013("the Act") Mr. Abhinav Goyal (DIN: 08786430) Non-Executive Non-IndependentDirector retires by rotation at the ensuing Annual General Meeting (AGM) and beingeligible has offered himself for re-appointment. Details of his credentials are given inthe 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. Kartick Maheshwari (DIN:07969734) is being re-appointed as an Independent Director of the Company for a secondterm of five years with effect from 10th November 2022 upto 9thNovember 2027. Details of his credentials are given in the Corporate Governance Reportwhich forms part of this Annual Report.

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 Mr. AbhishekJoshi Company Secretary and Compliance Officer are the Key Managerial Personnel of theCompany as on the date of this Report.

Cessation/Resignation:

Mrs. Nivedita Nayak resigned as Company Secretary and Compliance Officer of the Companyw.e.f. 30th November 2021 due to personal reasons.

Appointments:

Mr. Abhishek Joshi was appointed as Company Secretary and Compliance Officer of theCompany w.e.f. 1st December 2021.

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 2022 hereby confirm that: a. in the preparation of theannual accounts the applicable accounting standards have been followed and there are nomaterial departures; b. they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of theFinancial Year and of the profit and loss of the Company for that period; c. they havetaken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; d. they have prepared theannual accounts on a going concern basis; e. they have laid down internal financialcontrols to be followed by the Company and that such internal financial controls areadequate and were operating effectively; and f. they have devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.

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 Independent Directorsand after undertaking a due assessment of the veracity of the same the Board of Directorshas confirmed that they meet the criteria of independence as mentioned under Regulation16(1)(b) of the SEBI Listing Regulations and that they are independent of the Management.

b) Mr. Jayavardhan Dhar Diwan (DIN: 01565319) was re-appointed in the AnnualGeneral Meeting held on 13th August 2021 as an Independent Director for 2ndtenure with effect from 13th May 2022. The said appointment was based on therecommendation of the Nomination and Remuneration Committee and after taking into accountthe performance evaluation of his first term and his contribution to the Board consideringthe knowledge acumen expertise and experience.

15. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION ETC:

The Company has put in place appropriate policy on Directors' appointment andremuneration including criteria for determining qualifications positive attributesindependence of Directors and other matters provided in Section 178(3) of the CompaniesAct 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 BOARD'S PERFORMANCE ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended from time to time evaluation ofthe Board as a whole individual Directors Committees and Chairman was undertaken bycirculating structured questionnaire to all the Directors taking into consideration theguidelines issued by SEBI.

The Nomination and Remuneration Committee 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 the Directors. Theevaluation was done on various parameters such as vision and strategy participationdisclosures of interests review of risk management policies and evaluating plans withreference to risk and return good governance leadership skills operations businessdevelopment human resources development corporate communication etc. as per thestructured questionnaire circulated. The feedback received from the Directors were thenconsolidated and discussed at the Board Meeting held on 12th May 2022. TheDirectors expressed their satisfaction with the evaluation process and the performance.

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 Certificatefrom the 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 Report as required by Regulation 34(2) of the ListingRegulations is not applicable to the Company for the Financial Year ending 31st March2022.

The Vigil Mechanism of the Company also incorporates a Whistle Blower Policy in termsof the Listing Regulations thereby establishing a vigil mechanism for the 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 on the Company's website at the link: https://www.pradeepmetals.com/policies/.

18. RISKS:

The Directors had constituted a Risk Management Committee which was entrusted with theresponsibility to assist the Board in

(a) Overseeing and approving the Company's risk management framework; and

(b) Overseeing that all the risks that the organization faces such as strategicfinancial credit market liquidity security property IT Legal regulatoryreputational and other risks have been identified and assessed and there is an adequaterisk management infrastructure in place capable of addressing those risks. However sinceconstitution of Risk Management Committee is not applicable to the Company as per theRegulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 as amended from time to time the Risk Management Committee was dissolved w.e.f. 13thMay 2017 and the Audit Committee currently looks into the Risk Managementfunctions.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Corporate Social Responsibility Committee (CSR Committee) has formulated aCorporate Social Responsibility Policy (CSR Policy) indicating the activities to beundertaken by the Company. It has been approved by the Board and the same has been hostedon the Company's website: https://www. pradeepmetals.com/policies.

During the year the Company has spent Rs. 32.99 Lakhs against the annual requirementof Rs. 32.96 Lakhs for the year 2021-22 on CSR activities. Pursuant to the amendments inthe CSR Rules dated 22nd January 2021 the constitution of CSR Committee isnot applicable where the CSR amount to be spent by a Company doesn't exceed Rs. 50.00Lakhs and the functions of such Committee are to be discharged by the Board of Directors.

Accordingly the Board in its Meeting held on 27th May 2021 decided todissolve the CSR Committee. Further the Company has formed an Internal Committee of ChiefFinancial Officer Chief Operating Officer and the Company Secretary which is responsiblefor implementation of the CSR projects/activities. The Company has identified focus areasof engagement which have been enumerated 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 re-appointed in 37th AGM as the Statutory Auditors of theCompany for a term of 5 years i.e. till the conclusion of 42nd AGM of theCompany to be held in the year 2025.

Auditors' Report

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

No frauds were reported by the Auditors under Sub-section (12) of Section 143 ofCompanies Act 2013.

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 AuditCommittee has appointed M/s. Umesh Vinayak Kakule & Associates Cost & ManagementAccountants (Firm Registration No. 001351) as Cost Auditors to audit the cost accounts ofthe Company for the Financial Year 2022-23 at a remuneration of Rs.125000/- (plusapplicable taxes and reimbursement of out-of-pocket expenses at actuals).

Pursuant to Section 148 of the Act a resolution seeking Members' approval for theremuneration payable to the Cost Auditors forms part of the Notice convening the ensuingAGM.

The relevant Cost Audit Report for the Financial Year 2020-21 was filed with theMinistry of Corporate Affairs on 9th September 2021. No adverse comments havebeen made in the said Report.

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/Peer Review Registration:1693/2022) were appointedas the Secretarial Auditors to conduct Secretarial Audit for the Financial Year 2021-22.

The Secretarial Auditors' Report for the Financial Year is annexed to this Report as AnnexureE. The Board has also re-appointed M/s. Shweta Gokarn & Co. as Secretarial Auditorto conduct the Secretarial Audit of the Company for Financial Year 2022-23.

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

The Company has made no investments in Pradeep Metals Limited Inc. Houston USA (theWOS) during the Financial Year. However it has advanced loans aggregating to Rs. 269.53Lakhs (USD 0.360 Million) for partly financing acquisition of land and building inHouston USA.

The Loans carry interest rate of 0.50% over the Union Bank of India rate for FCL/sobtained by the Company or RBI's minimum bond rate according to IND-AS as prescribed fromtime to time whichever is higher and are repayable in half yearly installments of USD0.150 Million each.

As on 31st March 2022 Company's investment in WOS in the form of EquityShares stands at Rs. 1342.53 Lakhs (USD 1.978 Million) whereas the Unsecured Loans to WOSamount to Rs. 2152.51 Lakhs (USD 28.40 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 has entered into an agency agreement with WOS for Internationalmarketing and support to the customers.

During the year the Company did not enter into any contract / arrangement /transaction with related parties other than the Wholly Owned Subsidiary which could beconsidered material in accordance with the policy of the Company on materiality ofrelated 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 along with the statement containingtransactions with any person or entity belonging to the Promoter/Promoter Groups whichhold(s) 10% or more shareholding if any are furnished in Annexure F (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 the 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. During the year such controls were tested and noreportable material weaknesses in the design or operations 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 and 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 workers and staff membersremained very cordial throughout the year under review. As on 31st March 2022the Company had 464 employees on its payroll at its manufacturing plant and administrativeoffice at Rabale Navi Mumbai.

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 accordance 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 2021-22 4 (four) Meetings of the Internal ComplaintsCommittee were held on 28th June 2021 23rd September 2021 23rdDecember 2021 and 3rd March 2022.

30. EXTRACT OF ANNUAL RETURN AS ON 31st MARCH 2022:

The Annual Return for the Financial Year 2021-22 may be accessed on the Company'swebsite https:// www.pradeepmetals.com.

31. BOARD MEETINGS HELD DURING THE FY 2021-22:

During the Financial Year 2021-22 4 (four) Board Meetings were held on 27thMay 2021 10th August 2021 9th November 2021 and 5th February2022 the details of which are furnished in the Corporate Governance Report forming partof this Report. The gap between any two Meetings did not exceed 120 days.

32. PROMOTER GROUP:

Change in Promoter and Promoter Group Shareholding:

Shares held by Mr. Pradeep Goyal Mrs. Neeru Goyal and M/s. Nami Capital PrivateLimited form part of the Promoter Group Shareholding. During the year under review therewere no changes in the Shareholding of Promoter / Promoter Group. As on the date of thisreport the total shareholding of Nami Capital Private Limited stands at 59.03% while theoverall shareholding of Promoter group stands at 73.48 %. The total shareholding of thePromoters is within the maximum permissible limit of 75% as stated under the SEBI SASTRegulations.

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 remuneration in excess of thelimits prescribed under the Act. Relevant particulars are given in Annexure B tothis Report. The Report and the Accounts are being sent to the Members excluding thestatement containing the names of top ten Employees in terms of remuneration drawn. Interms of Section 136 of the Act the details of top ten Employees are open for Inspectionat the Registered Office of the Company. Any Member interested in obtaining a copy of thesame may 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 thoseresolutions.

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

1. To approve the remuneration of the Cost Auditors for the Financial Year ending 31stMarch 2023.

2. To re-appoint Mr. Kartick Maheshwari (DIN: 07969734) as an Independent Director fora Second Term of five years.

3. To ratify/approve the remuneration payable to Mr. Abhinav Goyal holding office orplace of profit in the subsidiaries.

4. To ratify/approve the remuneration payable to Mrs. Neha Goyal holding office orplace of profit in the subsidiaries.

5. To approve revision in remuneration of Mr. Pradeep Goyal Chairman and Managing ofthe Company (DIN: 00008370).

35. GENERAL:

The 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 applications made or any proceeding pending under the Insolvency andBankruptcy

Code 2016 (31 of 2016) during the year and at the end of the Financial Year.

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

36. ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation and acknowledge with gratitudethe support and co-operation extended by the Government authorities Union Bank of India(bankers) customers vendors employees and Members during the year under review and lookforward to their continued support.

Place: Navi Mumbai
Date: 1st June 2022
For and on behalf of Board of Directors of
Pradeep Metals Limited
Sd/- Sd/- Sd/- Sd/-
Pradeep Goyal Neeru P. Goyal Kavita Choubisa Ojha Abhishek Joshi
Chairman and Managing Director Chief Financial Officer Company Secretary &
Director DIN: 05017190 PAN: ATTPC7818E Compliance Officer
DIN: 00008370 ACS: 64446

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