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Prakash Steelage Ltd.

BSE: 533239 Sector: Metals & Mining
NSE: PRAKASHSTL ISIN Code: INE696K01024
BSE 00:00 | 25 Nov 4.88 0.03
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OPEN 4.75
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VOLUME 302305
52-Week high 9.92
52-Week low 4.31
P/E 2.03
Mkt Cap.(Rs cr) 85
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.75
CLOSE 4.85
VOLUME 302305
52-Week high 9.92
52-Week low 4.31
P/E 2.03
Mkt Cap.(Rs cr) 85
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Prakash Steelage Ltd. (PRAKASHSTL) - Director Report

Company director report

To

The Members Prakash Steelage Limited

The Board of Directors presents the 30th (Thirtieth) Annual Report on theBusiness and Operations of your Company together with the Audited Financial Statements(Standalone) forthe year ended 31st March 2021.

FINANCIALSUMMARYANDHIGHLIGHTS

The financial highlights of the Company (Standalone) forthe year ended 31stMarch 2021 are summarized below:

(Rs. in Lakhs)

Particulars Year Ended
31.03.2021 31.03.2020
Total Revenue 2537.71 3325.92
Less: Expenses 2692.51 2891.99
Less: Depreciation 151.70 202.03
Profit / Loss Before Exceptional Item (306.50) 231.90
Add/ (Less) : Exceptional Item 4736.95 316.06
Profit / (Loss) Before Tax (PBT) 4430.45 (84.16)
Less : Tax (645.49) (60.36)
Profit / (Loss) After Tax (PAT) 5075.94 (23.80)

FINANCIAL PERFOMANCE/OVERVIEW

During the year under review the total revenue for the year ended March 312021 is Rs.2537.71 Lakh as compared to Rs.3325.92 Lakh in the previous year on Standalone basis.The Company incurred a loss of (Rs. 306.50) Lakhs before exceptional item forthe yearagainst the profit of Rs. 231.90 Lakhs in the previous year.

The Company is in the process of coming out of the crisis through businessrestructuring and financial arrangement. Further lenders have sanctioned One TimeSettlement (OTS) for an overall amount of INR 90.00 Crores. The Company has already paidINR 50.62 crores on 31stMarch 2021 leaving the balance of Rs. 39.38 crores tobe paid in coming months.

COVID-19PANDEMIC/STATE OFAFFAIRS OFTHE COMPANY

The Company's manufacturing and sales operations were hit substantially due to thenation-wide stringent lockdown imposed by the Government of India towards the end of March2020 which brought the economic activities to a standstill resulting adverse impact onrevenue growth and profitability of the Company in the first quarter of FY2021.

The restriction in movement have led to depression in market and decrease in manpowerrequirement which further resulted in idling of workforce. With the gradual lifting of thelockdown the Company restarted its operations in a phased manner by prioritizing thesafety and security of employees customers and other stakeholders.

The Company has gained net Profit After Tax Rs. 5075.93 Lakhs (This was due to anexceptional gain bay way of sale of shares in Tubacex Prakash India Pvt. Ltd. and reversalof Income Tax Expenses)as compared to previous year's net loss aftertax of Rs. 23.80Lakhs.

Work from Home policy and the Government guidance on social distancing enabled us tosuccessfully conduct Board Meetings Annual General Meeting and stakeholders meetings viavirtual mode.

Despite the second and third wave of Covid the economic activities have startedrecovering with the gradual relaxation in mobility restrictions. The Company is closelymonitoring the market trend and behavior and taking appropriate steps for revival of theoperations and performance of the Company.

DIVIDENDAND RESERVES

Your Directors do not recommend any dividend forthe Financial Year2020-21.

Further your Company has not transferred any amount to its reserves forthe FinancialYear2020-21.

FINANCE ANDACCOUNTS

As mandated by the Ministry of Corporate Affairs the financial statements for the yearended on 31st March 2021 has been prepared in accordance with the IndianAccounting Standards (Ind AS) notified under Section 133 of the Companies Act 2013 readwith the Companies (Accounts) Rules 2014 as amended from time to time. The estimates andjudgements relating to the financial statements are made on a prudent basis so as toreflect in a true and fair manner the form and substance of transactions and reasonablypresent the Company's state of affairs profits and cash flows for the year ended 31stMarch2021. Notes to the financial statements adequately cover the Audited Statements and forman integral part of this Report.

SHARECAPITAL

The paid-up share capital of the Company as on March 312021 stood at Rs.1750 Crorescomprising of 175000390 Equity Shares of Re.1/- each. During the year under reviewthere is no change in the paid-up share capital of the Company.

During the year under review the Company has not issued shares or convertiblesecurities or shares without differential voting rights nor has granted any employee stockoptions or sweat equity shares. Further it has not provided any money to its employeesfor purchase of its own shares hence the Company has nothing to report in respect of Rule4(4) Rule 12(9) and Rule 16 of the Companies (Share Capital & Debentures) Rules2014.

The Company has not issued any Debentures/debt securities during the year under review.

As on March 312021 none of the Directors of the Company hold instruments convertibleinto Equity Shares of the Company.

DETAILS OF SUBSIDIARY/JOINTVENTURE/ASSOCIATE

Consequent to the Company's disinvestment of its shareholdings in "Tubacex PrakashIndia Private Limited" to Tubacex S.A. on 30thMarch 2021 further to theSpecial Resolution passed by the Members at the Extraordinary General Meeting of theCompany held through video conferencing on 29th March 2021 approvingdisinvestment of 3247000 (32.47%) "Tubacex Prakash India Private Limited"ceased to be an Associate Company of the Company.

As on March 312021 your Company does not have any Subsidiary Joint Venture orAssociate Company.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL CONTROLS WITH REFERENCE TO THE FINANCIALSTATEMENTS

The Company has in place adequate internal financial control with reference tofinancial statements some of which are outlined below.

Your Company has adopted accounting policies which are in line with the IndianAccounting Standards notified underthe Companies (Indian Accounting Standards) Rules 2015("Ind AS") as amended by the Companies (Indian Accounting Standards) Rules2016 The Companies (Indian Accounting Standards) Rules 2017 and that continue to applyunder Section 133 and other applicable provisions if any of the Companies Act 2013 readwith Rule 7 of the Companies (Accounts) Rules 2014 and relevant provisions of theCompanies Act 2013 to the extent applicable. These are in accordance with GenerallyAccepted Accounting Principles (GAAP) in India. Changes in policies if any are approvedby the Audit Committee in consultation with the Auditors.

The Management periodically reviews the financial performance of your Company againstthe approved plans across various parameters and takes necessary action wherevernecessary. Internal Auditors have been appointed which report on quarterly basis on theoperations of the Company. The observations if any of the Internal Auditors areresolved to their satisfaction and are implemented across all the sites.

EXTRACTOFTHEANNUALRETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act the Annual Return ason March 312021 is available on the Company's websiteonatwww.prakashsteelage.com.

NUMBEROFMEETINGS

a) Board of Directors

The Board of Directors met Six (6) times in the Financial Year. The details of theBoard Meetings and the attendance of the Directors are provided in the CorporateGovernance Report which forms part of the Annual Report. The intervening gap between theconsecutive two (2) meetings did not exceed 120 days in accordance with the provisions ofthe Companies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 hereinafter referred to as "SEBI (LODR).

b) Audit Committee

During the year Five (5) Audit Committee Meetings were convened and held. The detailspertaining to composition of Audit Committee and the attendance of the Audit Committeemembers are provided in the Corporate Governance Report which forms part of the AnnualReport. The intervening gap between the two (2) meetings did not exceed 120 days inaccordance with the provisions of the Companies Act 2013 and the SEBI (LODR).

c) Nomination & Remuneration Committee

During the year One (1) Nomination and Remuneration Committee Meetings were convenedand held. The details pertaining to composition of Nomination and Remuneration Committeeand the attendance of the Nomination and Remuneration Committee members are provided inthe Corporate Governance Report which forms part of the Annual Report.

d) Stakeholders' Relationship Committee

During the year One (1) Stakeholders Relationship Committee were convened and held.The details pertaining to composition of Stakeholders Relationship Committee and theattendance of the Stakeholders Relationship Committee members are provided in theCorporate Governance Report which forms part of the Annual Report.

In terms of requirements of Schedule IV of the Companies Act 2013 a separate meetingof Independent Directors was also held onMarch 06 2021to review the performance of Non-Independent Directors the entire Board and quality quantity and timelines of the flow ofinformation between the Management and the Board.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with Section 134(3)(c) of the Companies Act 2013 the Board of Directorsconfirm that:

(a) the preparation of the annual accounts of the Company for the year ended March312021 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

(b) the accounting policies as mentioned in the notes to the Financial Statements forthe year ended March 312021 have been selected and applied consistently and madejudgments and estimates that have been made are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as on March 312021 and of theprofit of the Company for the year ended as on that date;

(c) proper and sufficient care has been taken forthe maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual financial statements for the year ended March 312021 have been preparedon a 'going concern' basis;

(e) the internal financial controls laid down by the company are being followed andsuch internal financial controls are adequate and are operating effectively; and

(f) Proper systems to ensure compliance with the provisions of all applicable laws havebeen devised and such systems were adequate and operating effectively.

DETAILS OF FRAUD REPORTED BY AUDITOR

No such reporting is done by any auditor of the company under sub section 12 of section143 of the Act.

STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors viz. Mr. A.Prakashchandra Hegde Mr. Himanshu J. Thaker and Ms. Neetta K. Bokaria confirming thatthey meet the criteria of independence as provided in Section 149(6) ofthe Companies Act2013 and Regulation 16(1)(b) and Regulation 26(5) of the SEBI (LODR).

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR THEIRPERFORMANCE EVALUATION

The Board on the basis of the criteria/manner as recommended by the Nomination &Remuneration Committee of the Board of Directors evaluates the performance of theDirectors pursuant to the provisions of Section 134(3)(p) of the Companies Act 2013 readwith Rule 8(4) of the Companies (Accounts) Rules 2014 framed thereunder along with thecorporate governance requirements as laid down by Securities Exchange Board of India("SEBI") under "SEBI (LODR)".

The performance of the Board and its Committees is evaluated by the Board after seekinginputs from all the Directors on the basis of the criteria as recommended by Nomination& Remuneration Committee of the Board of Directors such as adequacy of the compositionof the Board its Committees Board culture execution effectiveness of board processesperformance and functioning of specific duties obligations governance etc. inaccordance with the provisions of Section134 (3)(p) of the Companies Act 2013 read withRule 8(4) of the Companies (Accounts) Rules 2014 framed thereunder and the "SEBI(LODR)".

In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance ofthe Board as a whole and performance ofthe Chairman is evaluatedtaking into account the views of Executive Directors and NonExecutive Directors and alsoassessed the flow of information between the Management and the Board to effectively andreasonably perform their duties. The same is discussed in the Board Meeting that followsthe meeting of the Independent Directors at which the performance of the Board itsCommittees and individual Directors is also discussed in accordance with the requirementof Regulation 25(3) &(4) ofthe "SEBI (LODR)".

A brief extract of the Remuneration Policy on appointment and remuneration ofDirectors Key Managerial Personnel and Senior Management is provided as Annexure-I tothis Report.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

Pursuant to the provisions of Regulation 25(7) of the "SEBI (LODR)" theCompany prepared and pursued the Familiarization Program for Independent Directors tofamiliarize them with their role rights and responsibility as Directors the working ofthe Company nature of the industry in which the Company operates business model etc. TheFamiliarisation Programme for Independent Directors of the Company is hosted on Company'swebsite (www.prakashsteelage.com) during the year under review.

STATUTORYAUDITORS

At the 27th Annual General Meeting of the Company held on September 282018M/s. Pipara & Co. LLP Chartered Accountants Mumbai (Firm Registration No.107929W/W-100219) were appointed as the Statutory Auditors of the Company for a period of5 years to hold office from conclusion of the 27thAnnual General Meeting of theCompany till the conclusion ofthe32ndAnnual General Meeting ofthe Company to beheld for the Financial Year 2022-2023. The Statutory Auditors have confirmed theireligibility to continue in the office.

Pursuant to notification of the Companies (Amendment) Act 2017 on May 7 2018 therequirement of ratification of appointment of the Statutory Auditors by the members is nolonger required. Details of fees paid to the statutory auditors are provided under theCorporate Governance Report.

With respect to all entities in the network firm/network entity of which the statutoryauditor is a part: None

AUDITORS' REPORT

The management reply on the auditor's qualifications is as understatement on Impact ofAudit Qualifications

Statement on Impact of Audit Qualifications for the Financial Year ended 31st March 2021
[See Regulation 33/52 of the SEBI (LODR) (Amendment) Regulations 2016]
(Rs. in Lakhs)
I. Particulars Audited Figures (as reported before adjusting for qualifications) Adjusted Figures (audited figures after adjusting for qualifications)
1. Turnover/Total Income 2537.71 2537.71
2. Total Expenditure 2844.21 2844.21
3. Net Profit/(Loss) (306.51) (306.51)
4. Earning Per Share 2.90 2.90
5. Total Assets 2984.83 2984.83
6. Total Liabilities 2984.83 2984.83
7. Net Worth (21767.25) (21767.25)
8. Any other financial item(s) (as felt appropriate by the management) Exception Items 4736.94 4736.94

II. Audit Qualification:

A. Details of Audit Qualification: The account of the Company with its Consortium Bankshas turned Non Performing Asset on various dates in the previous Financial Years. In viewof uncertainty the Company has not also provided interest including penal interest andother dues for the year ended March 2021 on borrowings to the extent the same haveremained unpaid. The impact of the same on the loss for the year and its consequent effecton the Liabilities and Reserve & Surplus is not ascertainable.

B. Type of Audit Qualification: Qualified Opinion

C. Frequency of qualification: Appeared Fifth time.

D. Management's View: Due to adverse condition insteel industries on account of drasticfall intheprices of steel the Company has been suffering losses since couple of yearswhich is impacting the net worth of the Company. The Loan account of the Company with it'sconsortium banks has become nonperforming assets (NPA). Company is not generating revenueto service the loans. Hence in view of uncertainty the Company has not provided interestincluding penal interest and other dues for the year on borrowings; to the extent the samehave remained unpaid.

III. Audit Qualification:

A. Details of Audit Qualification: The Company has accumulated losses resulting inerosion of Net Worth. These conditions cast serious doubt about the company's ability tocontinue as a going concern. However the statement of audited financial results of theCompany has been prepared on a going concern basis.

B. Type of Audit Qualification: Qualified Opinion

C. Frequency of qualification: Appeared Fifth time

D Management's View: The erosion of net worth of the Company should not be constitutedas doubt on the continuity of the Company as going concern. The steel industries in on therevival path. The Company is in the process of coming out of the crisis through businessrestructuring and financial arrangement. Further three lenders have sanctioned One TimeSettlement (OTS) for an overall amount of INR 90.00 Crores subject to the conditions oftimely payment of the agreed OTS amount and other standard terms as mentioned in the OTSsanction letters. Company has already paid INR 506154142 to the lenders against theabove OTS sanction on 31st March 2021.

Emphasis of Matter by Auditor and Management reply on that as follows:

I. Note no. 33 of the Ind AS financial statement stating that as per the sanction ofOne Time Settlement (OTS) offer by all the consortium banks for Rs. 90crores the Companyhas already paid the first tranche of Rs. 50.62 crores leaving the balance of Rs. 39.38crores. Further as on March 31 2021; the total bank borrowings of above lenders isappearing at Rs. 217.85 crores against the said outstanding the bank had approved OTSamount of Rs. 90.00 crores. As per management assessment the differential portion ofborrowing i.e. Rs. 127.85 crores will be accounted as income (remission of bank liability)in the financial year in which the Company will make full and final payment towards thesanctioned OTS amount along with the fulfilment of other conditions mentioned therein andreceipt of No-dues certificate from these lenders.

Management reply: As per the sanction of our One Time Settlement (OTS) offer by all theconsortium banks for Rs. 90 crores the Company has already paid the first tranche of Rs.50.62 crores leaving the balance of Rs. 39.38 crores. Further as on March 312021; thetotal bank borrowings of above lenders is appearing at Rs. 217.85 crores against the saidoutstanding the bank had approved OTS amount of Rs. 90.00 crores. As per managementassessment the differential portion of borrowing i.e. Rs. 127.85 crores will be accountedas income (remission of bank liability) in the financial year in which the Company willmake full and final payment towards the sanctioned OTS amount along with the fulfilment ofother conditions mentioned therein and receipt of No-dues certificate from these lenders.

II. We draw attention to Note 37 of the accompanying Ind AS financial statement asregards to management's evaluation of uncertainties relating to COVID-19 and itsconsequential effect on the carrying value of the assets as at March 312021 and theoperations of the Company.

Management Reply: Company has considered the possible effect that may result from thependemic relating to COVID- 19 on the carrying amount of receivables and inventory. Indeveloping the assumption relating to the possible future uncertanities in the globaleconomic conditions beacuase of this pandemic the company as at the date of approval ofthese financial statements has used internal and external sources of information includingcredit report and related information and economic forecaste. The company has performedsensitivity analysis on the assumptions used and based on current estimates expectes thecarrying amount of these assets will be recovered. The impact of COVID-19 on the company'sfinancials statements may differ from that estimated as at the date of approval of thesefinancial results.

III. Note no 8(i) of the Ind AS financial statement stating that during the quarterended March 2021; Company has written off the outstanding receivable balance amounting toINR 46.65 Crores against which the provision for bad and doubtful debts was already madethrough profit and loss account during the year ended March 2017. Considering the longoutstanding receivable and the decision of the Board of Directors Company is writing offsuch receivable.

Management Reply: Company has written off the outstanding receivable balance amountingto Rs. 46.65 Crores against which the provision for bad and doubtful debts was alreadymade through profit and loss account during the year ended March 2017.

IV. Note no. 35 of the Ind AS financial statement stating that some of the balances ofTrade Receivables Deposits Loans and Advances Advance received from customers and Tradepayable are subject to confirmation from the respective parties and consequentialreconciliation/adjustment arising there from if any. The management however do notexpect any material variation.

Management Reply: with respect to the provision made by the Company stipulated byStatutory Auditor as Emphasis of Matter some of the balances of Trade ReceivablesDeposits Loans & Advances Advances received from customers Liability for expensesand Trade Payables are subject to confirmation from the respective parties andconsequential reconciliation/adjustment arising there from.

V. Note no. 40 of the Ind AS financial statement stating that during the year; Companyhas recalculated the deferred tax liability on the basis of balance sheet approach andaccordingly reversed the excess deferred tax liability in the accompanying Ind ASfinancial statements for year ended March 2021.

Management Reply: During FY 2020-21; Company has recalculated the deferred taxliability on the basis of balance sheet approach and accordingly reversed the excessdeferred tax liability in the accompanying audited financial results forthequarterand yearended March 2021.

COST AUDIT OR DISCLOSURE AS TO WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED BY THECENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT 2013 ISREQUIRED BY THE COMPANY AND ACCORDINGLY SUCH ACCOUNTS AND RECORDS ARE MADE AND MAINTAINED:

The Cost Audit or the maintenance of Cost Records as specified by the CentralGovernment under sub-section (1) of the Section 148 of the Companies Act 2013 are notapplicable to the Company on account of the reduction in the turn-over of the Companywhich is lesser than the threshold limits of Rs.35 Crore for the consecutive two financialyears 2019-20 (Rs.32.72 Crore) &2020-21(Rs.25.72 Crore).

INTERNALAUDITORS

Your Company has received the consent letter from M/s. Luniya & Co. CharteredAccountants Mumbai (Firm Registration No. 129787W) dated June 22 2021 to act as anInternal Auditors of the Company for the Financial Year 2021-22 pursuant to the provisionsof Section 138 of the Companies Act 2013. They have also confirmed their eligibility andwillingness to act as Internal Auditors of the Company pursuant to the provisions of theCompanies Act 2013 read with rules framed thereunder.

SECRETARIAL AUDITORS

M/s. S. Anantha & Ved LLP (LLP IN: AAH-8229) Practicing Company Secretary wereappointed as the Secretarial Auditors of the Company to conduct Secretarial Audit for theyear under review pursuant to the provisions of Section 204 of the Companies Act 2013read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

The Secretarial Audit Report for the year under review is annexed as 'Annexure II' tothis report.

Necessary explanation to the observations made in the Secretarial Audit Report is givenbelow:

a) Due to adverse condition in steel industries on account of drastic fall in theprices of steel the Company has been suffering losses since couple of years which isimpacting the net worth of the Company. Loan account had been classified as NPA by theconsortium of the banks and Company is not generating revenue to service the loans. Hencein view of uncertainty the Company has not provided interest including penal interest andother dues for the year on borrowings to the extent the same have remained unpaid.

b) The erosion of net worth of the Company should not be constituted as doubt on thecontinuity of the Company as going concern. The steel industries in on the revival path.The Company is in the process of coming out of the crisis through business restructuringand financial arrangement.

c) Due to the Covid -19 Pandemic the Company yet to receive the signed Cost Auditreport in original for the Financial Year under review. The Board has initiated to filethe Cost Audit report in due course.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013

With respect to loans guarantees and investments if any covered under the provisionsof Section 186 of the Companies Act 2013 read with Rule 11 of the Companies (Meetings ofBoard and its Powers) Rules 2014 the Company has not given any loan or guarantee to anyperson nor make any investments in any Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION(1) OF SECTION 188 OF THE COMPANIES ACT 2013

All contract(s) / arrangement(s) /transaction(s) entered into by the Company with itsrelated parties were in compliance with the provisions of the Companies Act 2013 and SEBI(LODR) 2015.

There are no materially significant RelatedParty Transactions entered into by theCompany with promoters Directors Key managerial Personnel which may have potentialconflict with the interest of the Company at large.

Accordingly Form AOC-2 prescribed under the provisions of Section 134(3) (h) of theCompanies Act 2013 read with the Rule 8 of the Companies (Accounts) Rules 2014 fordiscloser of details of Related Party Transaction which are "not at arm's lengthbasis" and which are "Material and at arm's length basis" is not providedas an annexure of the Board's Report.

All Related Party Transactions are placed before the Audit Committee for review andapproval. Prior omnibus approval is obtained for Related Party Transactions on a quarterlybasis for transactions which are of repetitive nature and/or entered in the ordinarycourse of business and are at arm's length.

Your Company has formulated a Policy on Related Party Transactions which is alsoavailable on Company's website at www.prakashsteelage.com.

The Policy intends to ensure that proper reporting approval and disclosure processesare in place for all transactions between the Company and Related Parties. This Policyspecifically deals with the review and approval of Material Related Party Transactionskeeping in mind the potential or actual conflicts of interest that may arise because ofentering into these transactions.

The particulars of every contract(s) or arrangements entered into by the Company withrelated parties referred to in subsection (1) of Section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto given as per noteswhich forms part to financial statement which is provided in this report.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE ANDTHE DATE OFTHE REPORT

Except as disclosed elsewhere in this report there have been no material changes andcommitments which can affect the financial position of the Company between the end of theFinancial Year as on March 312021 of the Company and date of this report.

CONSERVATION OF ENERGY TECHNOLOGYABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy technology absorption foreign exchange earningsand outgo are stated in 'Annexure III' to this report as required under Section 134(3)(m)of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014.

RISKMANAGEMENT

The Company has in place a Risk Management System with the Objective to formalize theprocess of Identification of Potential risk and adopt appropriate risk mitigation measuresthrough a risk management structure which takes care of risk identification assessmentand mitigation. This system is a step by the Company towards strengthening the existinginternal controls and updating the same as may be required from time to time. Risk factorsand its mitigation are covered extensively in the Management Discussion and AnalysisReport forming part of this Report.

Further the Board has dissolved Risk Management Committee w.e.f. November 122018asper the Reg. 21 of Securities and Exchange Board of India(Listing Obligations andDisclosure Requirements) Regulation 2015 amended on May 9 2018 which specifies that theConstitution of Risk Management Committee is Mandatory for top 500 Listed Companies.

CORPORATE SOCIAL RESPONSIBILITY ("CSR") INITIATIVES

The brief outline of the Corporate Social Responsibility ("CSR") Policy ofthe Company and the initiatives undertaken by the Company on CSR activities during theyear under review are set out in 'Annexure IV' of this report in the format prescribed inthe Companies (Corporate Social Responsibility Policy) Rules 2014.

Details with respect to the composition and scope of the CSR Committee are provided inthe Corporate Governance Section which forms part of this Annual Report.

The policy is available on the website of the Company (www.prakashsteelage.com).

DEPOSITS

The Company has not accepted any Deposit from public during the year under reviewwithin the meaning of the provisions of Section 73 of the Companies Act 2013 read withthe Companies (Acceptance of Deposits) Rules 2014.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act 2013 read with the Companies(Appointment and Qualification of Directors) Rules 2014 and the Articles of Associationof the Company Mr. Prakash C. Kanugo (DIN: 00286366) Managing Director of the Companywill retire by rotation at the ensuing 30th Annual General Meeting and beingeligible for re-appointment has offered himself for re-appointment. Necessary resolutionfor his appointment also forms part of the Notice for the ensuing 30th AnnualGeneral Meeting of the Company.

Ms. Leela S. Bisht has resigned from the designation of Company Secretary &Compliance Officer of the Company on March 312021.

Further on the recommendation of the Nomination and Remuneration Committee andapproval of Board in their meeting held on April 09 2021 of the Company Ms. Smita Singhhas been appointed as the Company Secretary & Compliance Officer of the Company.

As required under the provisions of the Companies Act 2013 and Regulation 36(3) of theSEBI (LODR) Regulations 2015 brief resume and other details of Director beingre-appointed are provided as Annexure -A to the Notice of the ensuing 30thAnnualGeneral Meeting of the Company.

In accordance with Section 2(51) and 203 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thefollowing are the Key Managerial Personnel of the Company:

1. Mr. Prakash C. Kanugo Chairman & Managing Director;

2. Mr. AshokM. Seth Whole-Time Director &Chief Financial Officer;

3. Ms. Smita Singh Company Secretary & Compliance Officer.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

Pursuant to Section 134(3)(q) of the Companies Act 2013 read with Rule 8(5)(vii) ofthe Companies (Accounts) Rules 2014 no significant or material orders were passed by theRegulators or Courts or Tribunals which impact the going concern status and Company'soperations in future.

INTERNAL CONTROL SYSTEMS

Your Company has an effective internal control and risk mitigation system which isconstantly assessed and strengthened with new / revised standard operating procedurespursuant to Section 134(3)(q) of the Companies Act 2013 read with Rule 8(5)(viii) of theCompanies (Accounts) Rules 2014 and Regulation 18(3) of SEBI (LODR) Regulations 2015.

The Company had entrusted the internal audit to M/s. Luniya&Co. CharteredAccountants Mumbai (Firm Registration No. 129787W). However the initial object of theinternal audit process is to test and review of controls independent appraisal of risksbusiness process and bench marking internal controls with best practices.

The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthenthem.

The Company has a robust Management Information System which is an integral part ofthe control mechanism.

The members of Audit Committee and Statutory Auditors are periodically apprised of theInternal Audit findings and corrective action taken. Internal audit plays a key role inproviding assurance to the Board of Directors.

COMPOSITION OF THE COMMITTEES

Audit Committee 1. Mr. A. Prakashchandra Hegde (Chairman)
2. Mr. Himanshu J. Thaker (Member)
3. Mr. Ashok M. Seth (Member)
4. Mrs. Neetta K. Bokaria (Member)
Nomination & Remuneration Committee 1. Mr. Himanshu J. Thaker (Chairman)
2. Mr. A. Prakashchandra Hegde (Member)
3. Mrs. Neetta K. Bokaria (Member)
Stakeholders' Relationship Committee 1. Mr. A. Prakashchandra Hegde (Chairman)
2. Mr. Himanshu J. Thaker (Member)
3. Mr. Ashok M. Seth (Member)
Corporate Social Responsibility Committee 1. Mr. A. Prakashchandra Hegde (Chairman)
2. Mr. Ashok M. Seth (Member)
3. Mr. Hemant P. Kanugo (Member)
Executive Committee 1. Mr. Prakash C. Kanugo (Chairman)
2. Mr. Ashok M. Seth (Member)
3. Mr. Hemant P. Kanugo (Member)

The brief details with respect to the constitution meetings scope and functions ofthe above mentioned Committees of the Company have been provided in Corporate Governancesection forming part of this Annual Report.

VIGIL MECHANISM UNDER WHISTLE BLOWER POLICY

Pursuant to Section 177(9) and (10) of the Companies Act 2013 and Regulation 22 of the"SEBI (LODR)" the Board of Directors has on recommendation of its AuditCommittee adopted 'Whistle Blower Policy" at their meeting held on 29th May2014 for Directors and Employees of the Company to report concerns about unethicalbehavior actual or suspected fraud or violation of your Company's Code of Conduct and tovoice genuine concerns or grievances about unprofessional conduct without fear ofreprisal. Adequate safeguards are provided against victimization to those who avail of themechanism and direct access to the Chairman of the Audit Committee in exceptional cases isprovided to them.

None of the personnel of the Company has been denied access to the Audit Committee ofthe Board of Directors of the Company. The said policy is hosted on the website of theCompany (www.prakashsteelage.com).

PARTICULARS OF EMPLOYEES AS PER SECTION 197(12) & RULE 5 OF THE COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

Details of employee remuneration as required under provisions of Section 197 (12) ofthe Act read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed as Annexure V to the Report.

The details of top ten employees of the Company is annexed as Annexure V-A to thisReport.

None of the Employee has drawn the remuneration more than the limit prescribed underRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

MANAGEMENT DISCUSSION ANDANALYSIS

Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2)(e) of the "SEBI (LODR)" is presented in a separatesection of this Annual Report.

CORPORATE GOVERNANCE

Your Company is committed to follow the best practices of Corporate Governanceincluding the requirements under the "SEBI (LODR)" and the Board is responsibleto ensure the same from time to time.

The Company has duly complied with the Corporate Governance requirements as set outunder Regulation 34(3) and Schedule V of the "SEBI (LODR)" from time to timeand the Secretarial Auditors of the Company viz. M/s. S. Anantha & Ved LLP CompanySecretaries have vide their certificate dated June16 2021 confirmed that the Company isand has been compliant with the conditions stipulated in the Regulation 34(3) and ScheduleV of the "SEBI (LODR)".

The said certificate is annexed to this report. Further a separate report on CorporateGovernance forms part of this Annual Report.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013

Your Company has formulated a Policy known as "The Anti - Sexual HarassmentPolicy" ("Policy") which aims to provide a safe working environment andprohibits any form of sexual harassment. This policy intends to prohibit occurrences ofany form of sexual harassment and also details procedures to follow when an employeebelieves that a violation of the policy has occurred within the ambit of all applicableregulations regarding Sexual harassment. The said policy is hosted on the website of theCompany (www.prakashsteelage.com).

In line with the requirements of the Sexual Harassment of Women at the Workplace(Prevention Prohibition & Redressal) Act 2013 the Board has constituted an InternalComplaints Committee ("ICC") to redress the complaints received regarding sexualharassment. All employees (whether permanent contractual temporary trainee) are coveredunder this policy. The Company conducts awareness program at regular intervals.

During the year under review no complaints were received under the said policy.

SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Company complies with the Secretarial Standards issued by ICSI one of the premierprofessional bodies in India. CHANGES IN THE NATURE OF BUSINESS:

There were no changes in the nature of business during the financial year under review.

ACKNOWLEDGEMENTS

The Directors would like to express their sincere appreciation for the assistance andco-operation received from the banks Government authorities vendors investors and otherstakeholders. The Board also recognizes the contribution of the valued customers in thegrowth of the Company and takes this opportunity to pledge the Company's commitment toserve them.

Your Directors also wish to place on record their deep sense of appreciation for hardwork co-operation solidarity dedication & commitment displayed by all executivesofficer Staffs during the year result in the successful performance of the Company.

The Directors regret the loss of life due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight thispandemic.

The Directors appreciate and value the contribution made by every member of the PSLfamily.

For and on Behalf of the Board of Directors Prakash Steelage Limited
Sd /-
Prakash C. Kanugo
Date : 12th August 2021 Chairman & Managing Director
Place : Mumbai DIN: 00286366

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