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Pradeep Metals Ltd.

BSE: 513532 Sector: Engineering
NSE: N.A. ISIN Code: INE770A01010
BSE 00:00 | 03 Apr 41.90 0.75
(1.82%)
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NSE 05:30 | 01 Jan Pradeep Metals Ltd
OPEN 43.50
PREVIOUS CLOSE 41.15
VOLUME 110
52-Week high 70.90
52-Week low 25.70
P/E 4.84
Mkt Cap.(Rs cr) 72
Buy Price 34.00
Buy Qty 30.00
Sell Price 41.90
Sell Qty 13.00
OPEN 43.50
CLOSE 41.15
VOLUME 110
52-Week high 70.90
52-Week low 25.70
P/E 4.84
Mkt Cap.(Rs cr) 72
Buy Price 34.00
Buy Qty 30.00
Sell Price 41.90
Sell Qty 13.00

Pradeep Metals Ltd. (PRADEEPMETALS) - Director Report

Company director report

Your Directors are pleased to present the Thirty Sixth Annual Report together with theAudited Financial Statements for the year ended 31st March 2019.

1. FINANCIAL RESULTS:

The Company's standalone financial performance for the year ended 31stMarch 2019 is summarized below:

(Rs. In lakhs)
Year Ended 31.03.2019 31.03.2018
Total Income 17610.72 14551.10
Less: Excise Duty - 91.26
Net Income 17610.72 14459.84
Profit / (loss) before Depreciation 2122.08 1588.31
Less: Depreciation & amortization expenses 443.81 415.65
Profit before taxes 1678.26 1172.66
Less: Provision for taxes 484.38 353.32
Profit after tax for the year 1193.88 819.34
Other Comprehensive Income (Net of Taxes) (27.45) (7.97)
Total Comprehensive Income 1166.43 811.37

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

Your Company achieved Revenues from Operations and Other Income (net of GST/ ExciseDuty) of Rs. 17610.72 lakhs during the financial year ended 31st March 2019an increase of 21.79% over the previous year. Profit before taxes & prior period itemsfor the year has increased by 43.12% and Profit after taxes by 45.71% during the yearunder review due to better recovery Product-mix Production Planning and cost controls.

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

3. DIVIDEND:

Your Directors recommend a Dividend of 10% i.e. Re. 1 per Equity share of Rs. 10/- eachfor the financial year ended 31st March 2019.

4. TRANSFER TO RESERVES:

No amount has been transferred to the General Reserve.

5. 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") is presented in a separate section forming part of the Annual Report.

6. 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). 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 whereas the SDS is manufacturing components mainly for the Oil & Gas industryin USA. The total income of the WOS and the SDS was Rs. 3522.91 lakhs and Rs. 1064.34lakhs for the current year as compared to Rs. 2147.45 lakhs and Rs. 1796.58 lakhs forthe previous year respectively. The combined loss before taxes of both the subsidiariesamounted of Rs. 410 lakhs in the year as compared to loss of Rs. 309 lakhs in the previousyear. The performance is expected to improve substantially in view of improved marketconditions in USA and development of new customers & products. The performance wouldhave been better but for the shifting of plant of SDS in terms of settlement with theerstwhile JV partner and consequential additional expenditure and loss of production.

The consolidated Income of the Company (net of GST/ Excise Duty) is Rs.19251.47 lakhsin the current year as compared to Rs.16446.39 lakhs in the previous year i.e. a growthof 17.06%. The consolidated Profit after taxes for the current year is Rs. 933.56 lakhs ascompared to Profit of Rs. 452.93 lakhs in the previous year.

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 was revised on 15th May 2019 which is in lines with the amendmentsmade to the Listing Regulations. The Policy has been uploaded on the Company's websitehttps://www.pradeepmetals.com/policies/. Since 1st April 2019 both thesubsidiaries of the Company fall under the definition of material subsidiaries asmentioned above.

7. DEPOSITS:

The Company has not invited or 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.

8. 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 08.11.2018 CRISIL Limited dated 08.04.2019
Total Bank Loan facilities rated Rs. 9600 lakhs Rs. 10200 lakhs
Long-term Rating CRISIL BB +/Positive(Outlook revised from "Negative and Rating Reaffirmed) CRISIL BBB-/Stable (Upgraded from CRISIL BB+/Positive)
Short-term Rating CRISIL A4+ (Reaffirmed) CRISIL A3 (upgraded from CRISIL A4+)

9. 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 2019. 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.

10. 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 Directors (of which one is Woman Director).

Appointments: Director:

• Based on the recommendation of Nomination and Remuneration Committee the Boardof Directors appointed Ms. Nandita Nagpal Vohra (DIN: 06962408) as an Additional Directorin the category of Non-Executive/ Independent Director w.e.f. 28th December2018 to fill the casual vacancy caused due to resignation of Mr. Jaidev R. Shroff.Pursuant to the provisions of Section 161 of the Act Ms. Nandita Nagpal Vohra will holdoffice up to the date of the ensuing Annual General Meeting. She has confirmed hereligibility and willingness to accept the office of Directorship of your Company ifappointed.

In the opinion of your Directors the qualifications and rich experience of Ms. Vohrawould be useful to your Company. It is therefore considered prudent that your Companyshould continue to avail the services of Ms. Vohra and the Board recommends that theproposed resolution relating to the appointment of Ms. Nandita Nagpal Vohra as theDirector of your Company be approved.

Chief Financial Officer:

• Ms. Kavita Choubisa Ojha is appointed as Chief Financial Officer of Companyw.e.f. 14th November 2018.

Company Secretary and Compliance Officer:

Consequent to the resignation of Mr. Harshad Babade Company Secretary and ComplianceOfficer of the Company Ms. Nivedita Nayak was appointed as Company Secretary andCompliance Officer of the Company w.e.f. 18th March 2019.

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.

Appointment of Director in Wholly Owned Subsidiary Companies:

Mr. Jayavardhan Dhar Diwan Independent Director is appointed as a Director (called"Manager" as per USA Laws) of Pradeep Metals Ltd INC Houston USA Company'sWholly Owned Subsidiary and Dimensional Machine Works LLC Houston USA 100% Step downSubsidiary Company w.e.f. 31st March 2019 pursuant to Regulation 24 (1) ofSEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations 2018.

Re-appointments:

• In accordance with the provisions of Section 152(6) of the Companies Act 2013("the Act") Mrs. Neeru P. Goyal (DIN: 05017190) Non-Executive Non-IndependentDirector retires by rotation at ensuing Annual General Meeting (AGM) and being eligiblehas offered herself for re-appointment. Details of her background are given in theCorporate Governance Report which forms part of this Annual Report.

• 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. Suresh G. Vaidya (DIN:00220956) who has already attained age of seventy-five years is being re-appointed as anIndependent Director of the Company for second term with effect from conclusion of ensuingAnnual General Meeting upto 41st Annual General Meeting.

Cessation/Resignation:

• Mr. Rakesh Agarwal resigned as Chief Financial Officer of Company w.e.f. 12thMay 2018.

• Mr. Jaidev R. Shroff (DIN: 00191050) resigned as Independent Director of Companyw.e.f. 30th September 2018 for personal reasons.

• Mr. Harshad Babade Company Secretary and Compliance Officer of the Companyresigned w.e.f. 31st October 2018.

• Mr. Dilip Dalvi resigned as Deputy Chief Financial Officer of Company w.e.f. 14thNovember 2018.

11. 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.

12. 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 2019 hereby confirm that:

a. in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

b. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitand loss of the Company for that period;

c. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and

f. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

13. DECLARATION BY INDEPENDENT DIRECTORS:

• The Company has received declarations from all Independent Directors of theCompany confirming that they meet the criteria of independence as laid down under Section149(6) of the Companies Act 2013 and the Listing Regulations.

• In terms of Regulation 25(8) of SEBI Listing Regulations they have confirmedthat they are 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 Directors the Boardof Directors has confirmed that they meet the criteria of independence as mentioned underRegulation 16(1)(b) of the SEBI Listing Regulations and that they are independent of theManagement.

14. 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.

15. 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 and SEBI (Listing Obligations and DisclosureRequirements) Amendment Regulations 2018 the Board has carried out an annualperformance evaluation of the working of its own performance the Directors individuallyas well as evaluation of its Committees.

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.

16. 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 N. A. Shah Associates LLP Chartered Accountants confirmingcompliance with the conditions of Corporate Governance as stipulated under Schedule 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 31stMarch 2019.

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 on the Company's website at the link:http://www.pradeepmetals.com/policies/

17. 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. TheRisk Management Committee has been dissolved because of small size of the business w.e.f.13th May 2017 and the Audit Committee currently looks into the Risk Managementfunctions.

18. 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 http://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. 17.72 lakhs (about 105.29 %) against the annual requirement of Rs. 16.83 lakhs for theyear 2018-19 on CSR 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.

19. AUDIT COMMITTEE:

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

20. 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 N. A. Shah Associates LLP (Registration No.116560W/W100149) [formerly known as N A Shah Associates (Firm Registration No.116560W)]Chartered Accountants were appointed in 32nd Annual General Meeting("AGM") as the Statutory Auditors of the Company for a term of 5 years i.e.till the conclusion of 37th AGM of the Company to be held in year 2020. Interms of the provisions relating to Statutory Auditors forming part of the CompaniesAmendment Act 2017 notified on 7th May 2018 ratification by the Members ofappointment of Statutory Auditors is no more required. N. A. Shah Associates LLP hasconfirmed that they are eligible to continue as Statutory Auditors of the Company to auditthe books of accounts of the Company for financial year ending 31st March2020. Accordingly they will continue to be the Statutory Auditors of the Company forfinancial Year ending 31st March 2020.

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 recommendation of Audit Committee hasre-appointed MKJ & Associates Cost & Management Accountants (Firm RegistrationNo. 001352) as Cost Auditors to audit the cost accounts of the Company for financial year2019-20 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 resolution seeking Member's approval for theremuneration payable to the Cost Auditors forms part of the Notice convening the ensuingAGM.

The relevant Cost Audit Report for the FY 2017-18 was filed with Ministry of CorporateAffairs on 30th August 2018. 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 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 ended 31st March2019 is annexed to this Report as Annexure E.

The Board has also appointed Shweta Gokarn & Co. as Secretarial Auditors to conductthe Secretarial Audit of the Company for financial Year 2019-20.

Observations in Secretarial Audit Report:

(i) During the period under review the amount towards unclaimed/unpaid dividend fromFY 2010-11 was due to be credited to the Investor Education and Protection Fund on 3rdSeptember 2018.

However the amount was credited on 12th October 2018 resulting into delayof 39 days.

Management Reply:

The above lapse has happened due to procedural delay and the Company is under processof filing Compounding Application with the Regional Director.

(ii) M/s. S.V. Shah Construction Services Private Limited (‘S.V. Shah' – aPromoter Group Entity holding 22.03% in PML) merged with M/s. Rabale Engineering (India)Private Limited (‘Rabale' - another Promoter Group Entity holding 35.71% in PML) videa NCLT Order dated 30th August 2018 with effect from 1st October2018. This resulted into the later becoming ‘Holding Company' of PML with totalshareholding of 57.74%. (Post amalgamation Rabale has changed its name to Nami CapitalPrivate Limited). The said change should have been reported in the quarterly Shareholdingpattern filed for the quarter ended December 2018; however the same was reported inquarterly filing of March 2019.

Management Reply:

The above lapse has happened inadverently and no further action is deemed necessary.

21. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES

PROVIDED:

During the financial year 2018-19 the Company has not given any Loan Guarantees madeany investment in the Equity Share Capital of Pradeep Metals Limited Inc (WOS).

The WOS partly repaid loan of USD 100000 during the period 2018-19.

22. 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. 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 websitehttp://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.

23. 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.

24. 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.

25. INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has in place adequate internal financial controls commensurate with theactivities and 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.

26. 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.

27. HUMAN RESOURCES:

The Company recognises 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 March 2019 the Companyhad 421 permanent employees at its manufacturing plants and administrative office atRabale Navi Mumbai.

28. 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.

29. EXTRACT OF ANNUAL RETURN AS ON 31st MARCH 2019:

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

30. BOARD MEETINGS HELD DURING THE FY 2018-19:

During the financial year 2018-19 Six (6) Board Meetings were held on 9thMay 2018 9th July 2018 14th August 2018 14thNovember 2018 6th February 2019 and 15th March 2019 details ofwhich are furnished in the Corporate Governance Report forming part of this Report. Thegap between any two Meetings did not exceed 120 days.

31. PROMOTER GROUP:

Change in Promoter and Promoter Group:

During the period under review pursuant to the scheme of Amalgamation M/s. S.V. ShahConstruction Services Private Limited (‘S.V. Shah' – a Promoter Group Entityholding 22.03% in PML) merged with M/s. Rabale Engineering (India) Private Limited(‘Rabale' - another Promoter Group Entity holding 35.71% in PML) vide a NCLT Orderdated 30th August 2018 with effect from 1st October 2018. Thisresulted into the later becoming ‘Holding Company' of PML with total shareholding of57.74%. Post amalgamation Rabale has changed its name to Nami Capital Private Limited.There is no change in the overall percentage of holdings in Promoter and Promoter Group ascompared to previous year.

32. 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.

33. 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 consider and appoint Ms. Nandita Nagpal Vohra as Independent Director of Companyfor a period from conclusion of 36th Annual General Meeting upto 27thDecember 2023.

2. To consider and re-appoint Mr. Suresh G. Vaidya as Independent Director who hasalready attained age of seventy-five years as Non-Executive Independent Director for hissecond term from conclusion of 36th Annual General Meeting upto 41stAnnual General Meeting.

3. To consider and approve the remuneration of the Cost Auditors for the financial yearending 31st March 2020.

4. To ratify the remuneration paid to Mr. Abhinav Goyal holding office or place ofprofit during the FY from 2015-16 till 2018-19.

5. To ratify/ approve the remuneration paid/ payable to Mr. Abhinav Goyal holdingoffice or place of profit during the FY from 2019-20 till 2021-22.

6. To ratify the remuneration paid to Mrs. Neha Goyal holding office or place ofprofit during the FY 2018-19.

7. To ratify/ approve the remuneration paid/ payable to Mrs. Neha Goyal holding officeor place of profit during the FY from 2019-20 till 2021-22.

8. To approve payment of Commission to Directors other than Managing Director andDirector from Promoter Group for next five years commencing from 2019-20.

9. To consider and approve revision in remuneration of Mr. Pradeep Goyal Chairman andManaging Director of Company.

34. 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 orTribunals which impact the going concern status and Company's operations in future.

• There were no frauds reported by the Auditors under Sub section (12) of Section143 of the Companies (Amendment) Act 2015 to the Audit Committee Board of Directors orCentral Government.

35. 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.

For and on Behalf of the Board of Directors
sd/-
Pradeep Goyal
Place: Navi Mumbai Chairman and Managing Director
Date: 15th May 2019 DIN: 00008370