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Precision Wires India Ltd.

BSE: 523539 Sector: Metals & Mining
NSE: PRECWIRE ISIN Code: INE372C01037
BSE 00:00 | 12 Aug 81.00 1.35
(1.69%)
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NSE 00:00 | 12 Aug 81.15
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80.60

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83.00

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OPEN 79.40
PREVIOUS CLOSE 79.65
VOLUME 21966
52-Week high 131.45
52-Week low 41.20
P/E 13.73
Mkt Cap.(Rs cr) 936
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 79.40
CLOSE 79.65
VOLUME 21966
52-Week high 131.45
52-Week low 41.20
P/E 13.73
Mkt Cap.(Rs cr) 936
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Precision Wires India Ltd. (PRECWIRE) - Director Report

Company director report

TO THE MEMBERS

Your Directors have pleasure in presenting the Thirty Third (33rd)Directors' Report of your Company along with Audited Financial Statements for thefinancial year ended 31st March 2022.

1. FINANCIAL RESULTS:
(Rupees in Lakhs)
2021-22 2020-21
Revenue from operations (including GST) 325491.97 208901.26
Less: GST 57177.72 37041.52
Revenue from operations (Net) 268314.25 171859.74
Operating Profit 11740.39 7851.13
Add: Other Income 690.30 429.09
Profit before Financial Charges Depreciation & Taxes 12430.69 8280.22
Less: Financial Charges 2490.15 1512.98
Less: Depreciation 1516.85 1612.59
Profit before Taxes & Extra-ordinary Items 8423.69 5154.65
Add/Less: Extra-ordinary Items _ _
Profit before Taxes 8423.69 5154.65
Less: Provision for Tax 2122.61 1223.65
Profit after Tax 6301.08 3931.00
Add: Other Comprehensive Income (net of taxes) (30.35) 87.09
Total Comprehensive Income for the period 6270.73 4018.09
Add: Balance brought forward from last Account 3011.58 2187.31
Balance available : (A) 9282.31 6205.40
Which the Board of Directors have appropriated as under:
(i) Transfer to General Reserve 3000.00 2500.00
(ii) Dividend :
a. 1 st Interim Dividend @ 20% paid for F.Y.2020-21 231.27
b. 2 nd Interim Dividend @ 40% paid for F.Y. 2020-21 462.55
c. Final Dividend @ 40% paid for F.Y. 2020-21 462.54
d. 1st Interim Dividend @ 35% paid for F.Y. 2021-22 404.73
e. 2nd Interim Dividend@ 45% paid for F.Y. 2021-22 520.36
Total Interim Dividend paid for F.Y. 2020-21 925.09
925.09
All above dividend paid are on fully paid Equity Shares of Rs. 5/- each except the 2 nd Interim Dividend @ 45% paid on fully paid
Equity Shares of Rs. 1/- each (after sub-division)
The Board of Directors has recommended Final Dividend @ 50% for the year under review subject to approval by Members.
(iii) Corporate Tax on Dividend - -
(B) Sub Total of above 4387.63 3193.82
Balance carried forwarded in Profit & Loss A/c (A-B) 4894.68 3011.58

2. DIVIDEND AND RESERVE:

Your Directors are pleased to recommend a Final Dividend of Rs. 0.50Paise (50%) per equity share of face value of Rs. 1/-each for the year ended 31st March2022 subject to the approval of Members at the ensuing Annual General Meeting (AGM) ofthe Company.

The Two Interim Dividends @ of Rs. 1.75 (35% on face value of Rs. 5equity Shares) and @ Rs. 0.45 (45% on face value of Rs.1/- Equity Shares) per equity sharefor the year was recommended at the Board Meetings held on 03rd November 2021 and 07thFebruary 2022 paid in November 2021 and February 2022 respectively.

In view of the changes made under the Income-tax Act 1961 by theFinance Act 2020 dividends paid or distributed by the Company shall be taxable in thehands of the Shareholders. The Company shall accordingly make the payment of the finaldividend after deduction of tax at source.

The dividend recommended is in accordance with the DividendDistribution Policy of the Company. The Dividend Distribution Policy in terms ofRegulation 43A of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("Listing Regulations") is availableon the Company's website: http://precisionwires.com/corporate-governance/.

Share Capital

During the Financial year 2021-22 under review the Company hassub-divided the face value of its Equity Shares from Rs. 5/- Equity share to Rs. 1/-equity Shares. The Shareholders who were holding one Equity Shares of Rs. 5/- each as on23rd December 2021 being the record date have been allotted 5 Equity Shares of Rs. 1/-each.

Transfer to Reserve:

Rs. 3000.00 Lakhs Amount was transferred to General Reserve during theyear

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In accordance with the applicable provisions of Companies Act 2013read with Investor Education and Protection Fund (Accounting Audit Transfer and Refund)Rules 2016 ("IEPF Rules") all unclaimed dividends are required to betransferred by the Company to the IEPF after completion of seven (7) years. Furtheraccording to IEPF Rules the shares on which dividend has not been claimed by theshareholders for seven (7) consecutive years or more shall be transferred to the demataccount of the IEPF Authority. The details relating to amount of dividend transferred tothe IEPF and corresponding shares on which dividends were unclaimed for seven (7)consecutive years are provided on the website of the Company http://precisionwires.com/During the financial year 2021-22 the Company has transferred 12130 equity shares toInvestor Education and Protection Fund (IEPF).

3. OPERATIONS:

During the year under review there was disturbance during April/May2021 due to COVID second wave which impacted the first half of the year in terms ofproductions and sales. Due to mass vaccination the impact of COVID was much lower in thesecond half of the year and overall production and sales quantities in FY 2021-22 werehigher than FY 2020-21.

During the year Financial Year 2021-2022 copper prices weresignificantly higher as compared to Financial Year 2020-2021. In the Second half of theyear Indian rupee started weakening versus USD.

However as a matter of policy and safeguard so as to avoid marketrisk your Company generally enters into back-to-back Transactions for input Copperpurchase against the Sales Order of Finished Goods.

Revenue from Operations during the year were higher as compared toprevious year due to increase in the price of primary input Copper and due to highersales volume.

The Company had to continuously enhance rationalize and realign itsbanking facilities to cope up with the sharp increase in the Copper Prices.

Exports of our products despite competition and tariff discriminationwere satisfactory.

We encountered steep inflation throughout the year in the prices ofinsulating varnish/ wire enamel chemicals plastics polymers packaging materialsconsumables fuel transport etc due to supply chain COVID related disruptions andshortages. Due to conflict in Ukraine we expect the inflationary environment to continueduring the current fiscal. RBI has started increasing the interest rates and they willcontinue to harden this year substantially. This could impact consumption and demand inthe economy and could result in slowdown in demand for our products. Due to the abovefactors sales and portability could be affected adversely in FY 2022-23.

Tuticorin plant of M/s Vedanta Limited one of our major Copper Rodsuppliers continued to be shut during the year. Imports of copper wire from FTA areasalso declined very sharply during the year due to imposition of Anti Subsidy Duty.However your company made sufficient alternate arrangements for our main Raw Materiali.e. Copper from Hindalco other domestic producers and some imports. In future if thedemand of Copper increases the main domestic Primary Copper Producers will have toincrease their capacities suitably to cater to the demand.

All figures mentioned are in below in Rs. lakhs.

The Total Revenue from Operations (net) is Rs. 268314 (171860). PBDITis 12431 (8280). Finance Cost is Rs. 2490 (1513). Depreciation is 1517 (1613). PBT is 8424(5155). Provision for Tax is 2237 (1285). PAT is 6301 (3931). Other Equity (Excludingrevaluation) went up to 35332 (30449). Our Current Ratio 1.52 (1.47) and Debt Equity Ratio0.06 (0.07).

Despite the residual impact of COVID and the uncertainty in the marketcombined with high inflation and volatile raw material prices your Company has put up asteady and good performance declared dividends and discharged all its financial / othercommitments and obligations strictly on time without any delay or moratorium.

The overall economic situation during the current financial year isexpected to remain inflationary. Interest rates are likely to harden significantly. Due tothis the market situation will remain challenging and our production/sales/profitabilityduring FY 2022-23 could be adversely affected.

4. EXTRACT OF ANNUAL RETURN:

As provided under Section 92(3) and 134(3)(a) of the Act read withRule 12 of Chapter VII Rules of the Companies (Management and Administration) AmendmentRules 2020 Annual Return in Form MGT-7 for FY 2021-22 will be uploaded on the website ofthe Company and can be accessed at www.precisionwires.com.

The extract of Annual Return of the Company can also be accessed on thewebsite of the Company at www.precisionwires.com under investor head.

5. NUMBER OF BOARD MEETINGS HELD:

During the year under review 6 (Six) meetings of the Board ofDirectors were held as under:

01st April 2021 23rd June 2021 14th August 2021 22nd October2021 03rd November 2021 and 07th February 2022.

As per the relaxation given by MCA and SEBI due to the COVID-19pandemic all the Board meetings of the Company during the year under review were heldthrough video conferencing.

The details of attendance of Directors with respect to above meetingare as follows:

Sr. No. Name of the Person No. of Meeting held No. of Meeting attend/entitled
1 Shri Mahendra Mehta 6 6
2 Shri Milan Mehta 6 6
3 Shri Deepak Mehta 6 6
4 Shri Ashwin Kothari 6 6
5 Shri Pradip Roy 6 6
6 Smt. Swati Maheshwari 6 6

Further during the year a separate meeting of the IndependentDirectors of the Company was held on 07th February 2022 to discuss and review theperformance of all other Non-Independent Directors Chairperson of the Company and theBoard as a whole and for reviewing and assessing the matters as prescribed under ScheduleIV of Companies Act 2013 and under Regulation 25(4) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

6. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013 Directors ofyour Company hereby state and confirm that:

a) In the preparation of the annual accounts for the year ended 31 st March 2022 theapplicable accounting standards have been followed along with proper explanation relatingto 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 profitof the company for the same period;

c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

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

e) they have laid down internal financial controls in the company that are adequate andwere operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and these are adequate and are operating effectively.

7. DECLARATION BY THE INDEPENDENT DIRECTOR:

The Independent Directors of the Company have submitted the declarationof Independence as required under Section 149(7) of the Act confirming that they meet thecriteria of independence under Section 149(6) of the Act and Regulation 16 (1)(b) of theSecurities Exchange board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (Listing Regulations).

8. NOMINATION AND REMUNERATION POLICY:

The Policy of the Company on Directors' appointment remuneration andother terms including criteria for determining qualifications positive attributesexperience and any other matters as required to be provided for the Independence of aDirector as per subsection (3) of Section 178 of the Act and Regulation 19 of ListingRegulations is appended as Annexure-I to this Annual Report. The inter aliaprovides that the Nomination and Remuneration Committee shall formulate the criteria forBoard membership including the appropriate mix of Executive & Non-ExecutiveDirectors Board Diversity and approve and recommend compensation packages and policiesfor Directors and Senior Management and lay down the effective manner of performanceevaluation of the Board its Committees and the Directors and such other matters asprovided under Section 178 of the Act and Listing Regulations.

The salient features of the Nomination and Remuneration Policy of theCompany are outlined in the Corporate Governance Report which forms part of this AnnualReport. The Policy is also available on the website of the Company www.precisionwires.com

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year 2021-22 there were no changes in Board ofDirectors of the Company However Shri Milan M Mehta has been re-appointed as aVice-Chairman and Managing Director of the Company w.e.f. 01st April 2021.

The tenure of Shri Mahendra Mehta is expiring on 30th September 2022and he has been proposed to be re-appointed for a further period of one year w.e.f. 01stOctober 2022.

The tenure of Shri Deepak M. Mehta Whole-Time Director and tenure ofShri Nirbhay Mehta Vice President of the Company is getting over on 31st July 2022 and30th June 2022 respectively. Their re-appointment for a period of three year has beenproposed to be approved by the members of the Company in the ensuing Annual GeneralMeeting.

All the Independent Directors of the Company have given theirdeclaration for the FY 2021- 22 that they continue to meet all the criteria as specifiedunder Section 149(6) & (7) of the Companies Act 2013 and under Regulation 16(1) (b)of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and that theyare independent of the management in respect of their position as an "IndependentDirector" in the Company.

Annual Evaluation

The Companies Act 2013 not only mandates Board and Directorsevaluation but also requires the evaluation to be formal regularized and transparent.SEBI has also notified Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ('Listing Regulations 2015') on 02nd September2015 whereby it has aligned the present Listing Agreement with the Companies Act 2013.In accordance with the provisions of the Companies Act 2013 and relevant Regulations ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and on therecommendation of the Nomination and Remuneration Committee the Board of Directors of theCompany at its meeting held on 27th May 2022 undertook an annual evaluation of theperformance of the Board its Committees and all the individual Directors.

10. AUDITOR: a. Statutory Auditor

C.A. Ms. Parvathy Ganesh (Membership No. 132282) was appointed asStatutory Auditor at the 28th AGM of the Company held on 19th August 2017 for a periodof Five years and the term of Statutory Auditor is expiring at this 33rd AGM.

M/s. S.R. Divatia & Company Chartered Accountants (ICAI FirmRegistration No. 102646W) firm of Chartered Accountant is proposed to be appointed asStatutory Auditor of the Company from the conclusion of this 33rd AGM to the conclusionof 38th AGM of the Company.

There were no qualifications reservations or adverse remarks ordisclaimers made by the Statutory Auditors in their audit report for the financial yearended on 31st March 2022.

During the year under review Company has paid an total fees of Rs.13.35 Lakhs to the Statutory Auditor of the Company for the Audit of the Financials ofthe Company. b. Cost Auditors:

Based on the recommendation of the Audit Committee and passed by theBoard at its meeting held on 27th May 2022 the Board has appointed M/s. Gangan & Co.Cost Accountants as the Cost Auditors to audit the Cost accounts of the Company for theFinancial Year 2022-23 at a remuneration of Rs. 2.75 Lakhs plus taxes as may be applicableand reimbursement of out of pocket expenses subject to approval of Members at the ensuingAGM.

The Cost Accounting records maintained by the Company for Productscovered under GST Tariff of India Chapter Heading / sub heading HS 8544 (Winding WiresMade of Copper) and also insulating varnish HS 3208/09 are subject to yearly audit byqualified Cost Auditors.

The cost audit report for the financial year 2021-22 was filed with theMinistry of Company Affairs on 13th November 2021.

c. Secretarial Auditor:

The Secretarial Audit Report for the financial year ended 31st March2022 under Companies Act 2013 read with Rules made thereunder and Regulation 24A of theListing Regulations (including any statutory modification(s) or re-enactment(s) thereoffor the time being in force) is set out in the as Annexure II to this AnnualReport.

There were no qualifications reservations or adverse remarks ordisclaimers made by the Secretarial Auditors in their audit report for the financial yearended on 31st March 2022.

11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Act read with Companies (Meeting of Board and ItsPowers) Rules 2014 as on 31st March 2022 are given in the notes to the FinancialStatements forming part of this Annual report. The Company has not given anyLoans/Guarantees to any individual/body corporate except to its employees.

12. SUBSIDIARIES JOINT VENTURES OR ASSOCIATED COMPANIES:

The Company doesn't have any Subsidiary Joint Venture or AssociatedCompanies.

13. RELATED PARTY TRANSACTIONS:

All transactions entered with Related Parties during the financialyear were in the ordinary course of business and on an arms length basis on normalcommercial terms and do not attract the provisions of section 188 of the Companies Act2013. Thus disclosure in form AOC-2 is not required. There were no materially significantrelated party's transactions during the financial year with Promoters Directors and KeyManagerial Personnel which were in conflict with the interest of the Company. Suitabledisclosure as required by the Accounting Standards (AS18) has been made in the notes tothe Financial Statements. The Form AOC-2 of the Companies (Accounts) Rules 2014 is setout as Annexure III to this Annual Report. The Board has approved a policy forinterested related party transactions which has been uploaded on the Company's website.

The Company has frame work for the purpose of identification andmonitoring of related party transactions. All related Party transactions are placed beforethe Audit Committee as also to the Board of Director's for approval. Prior omnibusapprovals are granted by the Audit Committee for related party transactions. Transactionsentered into pursuant to omnibus approval are placed before the Audit Committee and Boardfor review and approval on quarterly basis.

The Company in terms of Regulation 23 of the Listing Regulationssubmits within 30 days from the date of publication of its standalone and consolidatedfinancial results for the half year disclosures of related party transactions on aconsolidated basis in the format specified in the relevant accounting standards to thestock exchanges. The said disclosures can be accessed on the website of the Company athttps://www.precisionwires.com.

14. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars in respect of conservation of energy technologyabsorption and foreign exchange earnings and outgo as required under Section 134(3)(m) ofthe Act read with the Companies (Accounts) Rules 2014 is given in Annexure IV tothis Annual Report.

15. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company has been addressing various risks impacting the Company.Risk management is integral to your Company's strategy and for the achievement of ourlong-term goals. Our success as an organization depends on our ability to identify andleverage the opportunities while managing the risks. The COVID-19 pandemic this year hasposed several unprecedented challenges in the form of uncertain lockdowns unlock phaseshealth hazards and supply chain disruptions across the globe.

Pursuant to SEBI (Listing Obligations and Disclosure Requirements)(Fifth Amendment) Regulations 2021 w.e.f. 07th September 2021 the risk managementCommittee has made applicable to Top 1000 Companies as per market capitalization. HenceRisk Management Policy and Risk Management Committee has become applicable to the Company.During the financial year under review 2021-22 the Company has constituted RiskManagement Policy which is uploaded on the website of the Company i.e.www.precisionwires.com The Risk management Committee consisting following members havealso been constituted:

a. Shri Milan M. Mehta - Managing Director

b. Shri Ashwin Kothari - Non-Executive Independent Director

c. Shri Deepak M. Mehta - Whole Time Director -

The Company is also mitigating these risks with the help of regular external complianceaudits.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In terms of Section 135 and Schedule VII of the Companies Act 2013the Board of Directors of the Company has constituted a CSR Committee. The Committeecomprises of One Independent Director and Two Executive Directors. The CSR Policy has beenuploaded on the website of the Company i.e. www.precisionwires.com During the year underreview the Company was required to spend Rs. 105.20 Lakhs. The Company has however madean excess expenditure of Rs. 6.36 Lakhs. The detailed statement in Annexure-V isthe part of the Director Report.

17. CORPORATE GOVERNANCE:

Pursuant to Regulation 34 of Listing Regulations the CorporateGovernance Report together with Certificate from Practicing Chartered Accountant oncompliance with the conditions of Corporate Governance as lay down forms a part of thisAnnual Report.

18. PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE:

The Company has formulated a Policy on Prevention of Sexual Harassmentat Workplace for prevention prohibition and redressal of sexual harassment at workplacein accordance with the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 (hereinafter referred to as "Prevention of Sexual HarassmentAct"). Internal Complaints Committees have also been set up to redress any suchcomplaints received. The Company is committed to providing a safe and conducive workenvironment to all of its employees and associates. The Company periodically conductssessions for employees across the organization to build awareness about the Policy and theprovisions of Prevention of Sexual Harassment Act.

No Complaints of sexual harassment were received during the financialyear 2021-22 by the Company.

19. PERFORMANCE EVALUATION:

Pursuant to the provisions of the Act and Regulation 17 of the ListingRegulations the Board has carried out an annual evaluation of its own performanceperformance of the Directors as well as the evaluation of the working of its Committees.The Nomination and Remuneration Committee has defined the evaluation criteria for theBoard its Committees and Directors.

The Board's functioning was evaluated on various aspects includinginter alia degree of fulfillment of key responsibilities Board structure and compositionestablishment and delineation of responsibilities to various Committees effectiveness ofBoard processes information and functioning.

The Committees of the Board were evaluated after taking inputs from theCommittee members on the basis of criteria such as degree of fulfillment of keyresponsibilities adequacy of Committee composition and effectiveness of meetings.

The Board and the Nomination and Remuneration Committee reviewed theperformance of the individual directors on aspects such as attendance and contribution atBoard/Committee Meetings and guidance/support to the management outside Board/CommitteeMeetings. In addition the Chairman was also evaluated on key aspects of his roleincluding setting the strategic agenda of the Board encouraging active engagement by allBoard members.

The performance evaluation of the Independent Directors was carried outby the entire Board excluding the Director being evaluated. The performance evaluation ofthe Chairman and the Non Independent Directors was carried out by the IndependentDirectors who also reviewed the performance of the Board as a whole.

In a separate meeting of independent directors performance ofnon-independent directors performance of the board as a whole and performance of thechairman was evaluated taking into account the views of executive directors andnon-executive directors.

20. DEPOSITS:

The Company has not accepted any deposit from the public falling withinthe ambit of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS:

There are no significant and material orders passed by the Regulatorsor Courts or Tribunals impacting the going concern status and Company's operations atpresent so far.

22. PARTICULARS OF EMPLOYEES UNDER SECTION 197(12) AND RULE 5 OFCOMPANIES (APPOINTMENT AND

REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:

The Statement of Disclosure of Remuneration under Section 197 of theAct and Rules 5(1) and 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 ("Rule") is appended as Annexure VI to thisDirectors' Report.

23. AUDIT COMMITTEE OF THE COMPANY:

The Companies Audit Committee consists of Following IndependentDirectors:

a. Shri Ashwin Pannalal Kothari (Chairman) - Independent Director

b. Shri Pradip Roy - Non-Executive Independent Director

c. Smt. Swati Gokul Maheshwari - Non-Executive Independent Director

d. Shri Milan M Mehta - Non-Voting Member - Managing Director

The composition of the Audit Committee is in compliance with therequirements of Section 177 of the Act and Regulation 18 of the Listing Regulations.

All members of the Audit Committee are financially literate and haveexperience in financial management. All the recommendations made by the Audit Committeewere accepted by the Board of Directors of the Company.

24. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has an effective internal control and risk-mitigationsystem which are constantly assessed and strengthened with new/revised standard operatingprocedures. The Company's internal control system is commensurate with its size scale andcomplexities of its operations. The internal and operational audit is entrusted to M/s.Kailash Chand Jain & Co Chartered Accountants reputed firm of Chartered Accountants.The main thrust of internal audit is to test and review controls appraisal of risks andbusiness processes besides benchmarking controls with best practices in the Industry. TheAudit Committee of the Board of Directors actively reviews the adequacy and effectivenessof the internal control systems and suggests improvements to strengthen the same. TheCompany has a robust Management Information System which is an integral part of thecontrol mechanism.

The Audit Committee of the Board of Directors Statutory Auditors andthe Business Heads are periodically apprised of the internal audit findings and correctiveactions taken. Audit plays a key role in providing assurance to the Board of Directors.Significant audit observations and corrective actions taken by the management arepresented to the Audit Committee of the Board. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committee.

25. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a robust vigil mechanism through its Whistle BlowerPolicy approved and adopted by Board of Directors of the Company in compliance with theprovisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations.

The Policy also provides adequate protection to the Directorsemployees and business associates who report unethical practices and irregularities. Anyincidents that are reported are investigated and suitable action is taken in line with theWhistle Blower Policy. The Whistle Blower Policy of the Company can be accessed at websiteof the Company at www.precisionwires.com.

26. MANAGEMENT DISCUSSION AND ANALYSIS:

Management's Discussion and Analysis Report for the year under reviewas stipulated under Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is presented in a separate section and forms part of thisAnnual Report.

27. BUSINESS RESPONSIBILITY REPORT:

In terms of Regulation 34(2)(f) of SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 detailed information on the initiatives takenby the Company from an environmental social and governance perspective is provided in theBusiness Responsibility Report which forms part of this Report.

28. PREVENTION OF INSIDER TRADING:

In January 2015 SEBI notified the SEBI (Prohibition of insidertrading) Regulations 2015 which came into effect from May 15 2015. Pursuant thereto theCompany has formulated and adopted a new Code for Prevention of Insider Trading which isuploaded on the website of the Company i.e. www.precisionwires.com The Company has adopteda Code of Conduct for Prevention of Insider Trading with a view to regulate trading insecurities by the Directors and designated employees of the Company. The Code requirespre-clearance for dealing in the Company's shares and prohibits the purchase or sale ofCompany shares by the Directors and the designated employees while in possession ofunpublished price sensitive information in relation to the Company and during the periodwhen the Trading Window is closed. The Board is responsible for implementation of theCode. The Company also maintains structural Digital Data base of all insider as directedby the SEBI.

All Board members and the designated employees have confirmedcompliance with the Code.

29. OTHER DISCLOSURES:

a. The Company has complied with Secretarial Standards issued by the Institute ofCompany Secretaries of India on Meetings of the Board of Directors and General Meetings;

b. None of the Auditors of the Company have reported any fraud as specified under thesecond proviso of Section 143 (12) of the Companies Act 2013 (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force);

c. The Company does not have any scheme or provision of money for the purchase of itsown shares by employees/ Directors or by trustees for the benefit of employees/ Directors;and

d. The Company has not issued equity shares with differential rights as to dividendvoting or otherwise. However during the year the face value of Equity Shares of theCompany has been changed from Rs. 5/- each fully paid equity shares to Rs. 1/- each fullypaid equity Shares.

30. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere appreciation forsignificant contribution made by employees of the Company at each level through theirdedication hard work and commitment.

The Board places on record its appreciation for the continuedco-operation and support extended to the Company by various Banks Stock Exchanges NSDLand CDSL. The Board wishes to express its grateful appreciation for the assistance andco-operation received from Vendors Customers Consultants Banks Financial InstitutionsCentral and State Government bodies Dealers and other Business Associates. The Boarddeeply acknowledges the trust and confidence placed by the consumers of the Company andabove all the shareholders.

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