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Directors Report of Pradeep Metals Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Thirty Second Annual Report and the Company''s audited financial statement for the financial year ended 31st March, 2015.

1. FINANCIAL RESULTS

The Company''s financial performance for the year ended 31st March, 2015 is summarized below:

Rs.In Lacs

For the year For the year ended 31st ended 31s1 March, 2015 March, 2014

Revenue and Other Income (Net of Excise Duty) 13,268.69 11,542.02

Profit/(Loss) before Depreciation 1463.56 1112.58

Less: Depreciation 258.31 206.14

Net Profit/(Loss) for the year before Taxation 1205.25 906.44

Provision for Taxation 422.68 302.07

Profit/(Loss) after Tax 782.57 604.37

Add: Profit brought forward from previous year 922.99 584.08

Profit available for Appropriation 1705.56 1188.45

Appropriations:

Depreciation adjusted for earlier years (Net) 222.65 -

Proposed Dividend on Equity Shares 207.24 207.24

Tax on Dividends 42.19 35.22

Transfer to General Reserve - 23.00

Profit retained in Profit & Loss Account 1233.48 922.99

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

Your Company has achieved Revenues from Operations and Other Income (Net) of Rs. 13,268.69 Lacs during the current financial year, as against Rs. 11,542.02 Lacs in the previous year, i.e. an increase of 15%. Profit before Tax for the year has improved by 33%, Profit after Tax has risen by 29%. Detailed analysis and future outlook of the Company''s business are dealt in the Management Discussion and Analysis.

3. DIVIDEND

The Directors of the Company are pleased to recommend a dividend of 12% i.e. Rs. 1.20 per equity share of Rs. 10 each for the financial year 2014-15 (12% i.e. Re. 1.20 per share for previous year). The total amount of dividend proposed to be distributed and tax thereon aggregate to Rs. 249.43 Lacs and dividend payout ratio comes to 32%.

4. TRANSFER OF RESERVES

During the year, no amount has been transferred to the General Reserve. An amount of Rs. 533.14 Lacs is proposed to be retained in the Statement of Profit and Loss on Standalone basis.

5. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the BSE Limited, is presented in a separate section forming part of the Annual Report.

6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company has one US based Wholly Owned Subsidiary named Pradeep Metals Limited Inc., Texas

and one step-down subsidiary named Dimensional Machine Works, LLC. Financials of the said Subsidiaries are included in the Consolidated Financial Statements, which form part of this Annual Report. The acquisition process of 51% share in CNC Machine Shop at Houston, Texas (w.e.f. 1st January, 2015) has been completed in quarter ended 30thJune, 2015. The Company has created Pari Passu charge on assets of the Company and executed its Corporate Guarantee in favor of Union Bank of India for securing their Foreign Currency Loan of USD 2 mn to Pradeep Metals Limited Inc, Texas, Wholly Owned Subsidiary.

The Company has remitted sums aggregating to USD 0.475 mn (Equivalent to Rs. 265.19 Lacs) during the financial year and USD 0.275 mn (equivalent to Rs. 174.19 Lacs) to WOS, towards its contribution for the acquisition. Dimensional Machine Works LLC, Texas. has become a Step-down Subsidiary of the Company. The Company does not have any joint venture or associate company.

A statement containing salient features of the Financial Statements of the Subsidiaries is annexed to this Report as Annexure A.

7. DEPOSITS

Your Company has not invited or accepted any fixed deposits from the public and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

8. CREDIT RATING

The Company''s financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies as given below:

Facilities Amount(Rs. in Lacs) Rating Agency

Long Term Bank 2421 Credit Analysis & Facilities Research Ltd.

Short-term Bank 4400 Credit Analysis & Facilities (enhanced from 4000) Research Ltd.

Facilitites Rating Remarks

Long Term Bank CARE BBB- Reaffirmed Facilities( Triple B Minus)

Shorterm Bank CARE A3 Reaffirmed Facilities (A Three)

9. CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statement of the Company are prepared with relevant Accounting Standards viz. AS-21, AS-23 and AS-27, issued by the Institute of Chartered Accountants of India and forms part of this Report.

10. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable Accounting Standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

11. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance forms an integral part of this Report.

12. BUSINESS RESPONSIBILITY REPORT

As stipulated under the Listing Agreement, the business responsibility report describing the initiatives taken by the Company from environmental, social and governance perspective is attached as part of the Annual Report.

13. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contacts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties, other than WOS, which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link:www.pradeepmetals.com

14. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social ResponsibilityCommittee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company''s website at the link: www.pradeepmetals.com The key philosophy of all CSR initiatives of the Company is guided by three core commitments of Scale, Impact and Sustainability.

The Company has identified five focus areas of engagement which have been enumerated in Annexure B to the Directors'' Report.

During the year, the Company has spent Rs.7.51 Lacs (about 47% of the average net profits of last three financial years) on CSR activities.

The Annual Report on CSR activities is annexed herewith marked as Annexure B.

15. RISK MANAGEMENT

During the year under review, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company''s enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. Risk Management Policy was reviewed and approved by the Committee.

16. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls, commensurate with the activities and

size of the Company, with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

17. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company, confirming that they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During financial year 2014-15, Board of Directors, on recommendation of Nomination and Remuneration Committee appointed Mr. Rajeev Dixit, F.C.A. with 20 years of experience as Chief Financial Officer of the Company. Pursuant to the provisions of Section 2(51) of the Companies Act, 2013, Board has identified Mr. Abhinav Goyal, Vice President- Marketing and Technology, as Key Managerial Personnel.

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Dr. Kewal K. Nohria, Director retires by rotation at ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment.

19. AUDITORS AND AUDITORS'' REPORT

a. Statutory Auditors

M/s. S.R. Rege, Chartered Accountants, Mumbai (Firm Registration Number: 108813W) Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting (AGM). However, they have informed their inability to continue as Auditors of the Company beyond the conclusion of forthcoming AGM due to other professional commitments.

Board of Directors, on the recommendation of Audit Committee, has proposed to appoint M/s. N.A. Shah Associates, Chartered Accountants, Mumbai (Firm Registration Number: 116560W) as Statutory Auditors of the Company in place of the retiring auditors M/s. S. R. Rege & Co., to hold office for a period of five years from conclusion of this AGM till the conclusion of Thirty Seventh AGM of the Company to be held in the year 2020 (subject to ratification of their appointment at every AGM). M/s. N.A. Shah Associates, have confirmed their willingness to be appointed as Statutory Auditors of the Company and eligibility to the effect that their appointment, if made, would be within the prescribed limits under the act and that they are not disqualified for appointment.

The Notes on Financial Statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation or adverse remark.

b. Cost Auditors

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Company has been carrying out audit of its cost records every year.

The Board of Directors, on recommendation of Audit Committee, has appointed M/s. J.J. Paleja & Co., Cost Accountants, Mumbai (Firm Registration Number: 100656) as Cost Auditor to audit the cost accounts of the Company for financial year 2015-16 at a remuneration of Rs. 1,25,000/- plus taxes and reimbursement of out of pocket expenses. As required under the Companies Act, 2013, a resolution seeking Member''s approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

c. Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, M/s. Shweta Gokarn & Co., Practicing Company Secretaries, Navi Mumbai (Certificate of Practice

Number: 11001) were appointed as the Secretarial Auditor to conduct a Secretarial Audit of the Company. The Secretarial Auditors'' Report for the financial year ended 31st March, 2015 is annexed to this Report and marked as Annexure C. No adverse comments have been made in the said Report.

20. DISCLOSURES:

a. CSR Committee

The CSR Committee comprises of Mrs. Neeru Goyal as Chairperson and Mr. Raj Kumar Mittal and Mr. Rajeev Mehrotra as other Members.

b. Audit Committee

The Audit Committee comprises of Independent Directors namely Mr. Raj Kumar Mittal (Chairman), Mr. Suresh G. Vaidya and Non-Executive Director Dr. Kewal K. Nohria. All the recommendations made by the Audit Committee were accepted by the Board.

c. Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an E-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee. The policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website at the link: www.pradeepmetals.com

d. Remuneration and Nomination Policy

The Board has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are explained in the Corporate Governance Report.

21. Meetings of the Board

During the financial year 2014-15, Six meetings of the Board were held on 10th May, 2014, 3rd July, 2014, 14th August, 2014, 26th September, 2014, 12th November, 2014 and 7th February, 2015. The gap between any two meetings did not exceed four months.

Annual General Meeting for FY 2013-14 was held on 4thSeptember 2014.

Attendance details of Board Members Wrt Board And General Meetings:

Name of Director Category No.of Board No.of Board Attendance at Meetings held Meetings last AGM during FY attended 04.09.2014 2014-15

Pradeep Goyal Chairman & Managing Director 6 5 Yes

Kewal K. Nohria Non-Executive 6 4 Yes

Omprakash Agarwal Non-Executive 6 5 Yes

Suresh G Vaidya Non-Executive Independent 6 5 Yes

Raj Kumar Mittal Non Executive Independent 6 6 Yes

Mrs.Neeru Pradeep Non-Executive 6 5 Yes Goyal

Jaidev R. Shroff Non-Executive Independent 6 1 No

Rajeev D. Mehrotra Non-Executive Independent 6 1 No

22. Particulars of Loans given, Investments made, Guarantees given and Securities provided

Particulars of loans given, investments made, guarantees given and securities provided and thereof are as follows:-

During the financial year 2014-15, the Company has made further investment of USD 0.425 mn lakhs towards Equity in its WOS, Pradeep Metals Limited, Inc., Texas, and Pradeep Metals Limited, New York (upto 8th March, 2015), towards its contribution for acquisition of 51% stake in CNC Machine Shop at Houston, Texas, USA, which was merged with Pradeep Metals Limited, Inc., Texas with effect from 9th March, 2015.

The Company has extended its corporate guarantee and created first pari passu charge on the fixed assets of the Company in respect of Term Loan of USD 2 mn taken by the WOS, Pradeep Metals Limited, Inc., Texas from Union Bank of India, Hong Kong, for the acquisition, subsequently.

23. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure D to this Report.

24. Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure E to this Report.

25. Particulars Of Employees and Related Disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Annual Report.

As per the provisions of Section 136(1) of the Act, these particulars will be made available to the Members on request.

The remuneration is being paid to Mr. Pradeep Goyal, Chairman and Managing Director, pursuant to the Special Resolutions passed at the EGM dated 25th January, 2014 and AGM dated 4th September, 2014. Necessary applications have been made to the Ministry of Corporate Affairs and approval has been received for appointment for term of 1 years from 17th December, 2013 to 16th December, 2014 and payment of remuneration upto 31st March, 2014. The approval for payments of remuneration for subsequent period is awaited in response to the applications/representations made.

26. GENERAL

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

1. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

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

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

27. ANNUAL EVALUATION OF BOARD''S PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of the working of its own performance, the Directors individually as well as evaluation of its committees. A structured questionnaire was prepared

after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning.

The evaluation was done on various parameters such as vision and strategy, Board participation, Board disclosures of interests, review of risk management policies and evaluating plans with reference to risk and return, good governance, leadership skills, operations, business development, human recourses development, corporate communication, etc The Directors expressed their satisfaction with the evaluation process.

28. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from government authorities, Union Bank of India, customers, vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

For and on Behalf of the Board of Directors

Sd /- Place: Navi Mumbai Pradeep Goyal Date: 3rdJuly, 2015 Chairman and Managing Director

REGISTERED OFFICE:

Pradeep Metals Ltd., R-205, MIDC, Rabale, Navi Mumbai - 400 701 CIN: L99999MH1982PLC026191


Mar 31, 2014

Dear Members,

The Directors are pleased to present the Thirty First Annual Report and the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS

Rs.in Lacs

2013-14 2012-13

Revenues from Operations and 11,542.02 12,703.29 Other Income (Net of Excise Duty)

EBDITA 1,444.01 1,398.18

Finance Costs 331.43 423.20

Depreciation and Amortization cost 206.14 199.76

Profit before Tax 906.44 775.22

Provision for Income Tax 313.69 259.33

Income Tax Adjustment for prior years - 80.31

Provision for Deferred Tax (11.62) (5.67) (Assets)/Liability 604.37 441.25

Balance of Profit and Loss Account 584.08 348.20 from previous year

Amount transferred to General Reserve 23.00 -

Proposed Dividend on Equity Shares for the year (including dividend

distribution tax Rs. 35.22 Lacs 242.46 205.37 (previous year Rs. 28.02 Lacs)

Balance Carried Forward 922.99 584.08

PERFORMANCE

Your Company has achieved Revenues from Operations and Other Income (Net) of Rs. 11,542.02 Lacs during the current financial year, as against Rs. 12,703.29 Lacs in the previous year. But, PBT for the year has improved by 16.9% in spite of reduction in the Income by 9.1% and increase in Employees'' Cost by 10.6%. Detailed analysis and future outlook of the Company''s business are dealt in the Management Discussion and Analysis.

DIVIDEND

The Directors of the Company are pleased to recommend a dividend of 12% i.e. Rs. 1.20 per equity share of Rs. 10 each for the financial year 2013-14 (10% i.e. Re. 1.00 per share for previous year). The total amount of dividend proposed to be distributed and tax thereon aggregate to Rs. 242.46 Lacs and dividend payout ratio comes to 40.1%. A sum of Rs. 23.00 Lacs is proposed to be transferred to General Reserve.

WHOLLY OWNED SUBSIDIARY COMPANY

During the year under review, your Company has invested a sum of USD 5,000 (Rs. 2.72 Lacs) for 100% equity in Pradeep Metals Ltd., New York, USA, in order to facilitate Just-In-Time delivery of the Company''s products to certain discreet customers. It will also steadily help in identifying new potential customers and growing exports to USA. The products worth USD 1.3 Million (Rs. 815.26 Lacs) were exported to the Subsidiary during the year. The Subsidiary has achieved turnover of USD 1.2 Million (Rs. 716.51 Lacs) and earned profit after tax of USD 18,351 (Rs. 11.03 Lacs) during its first year of operation.

DEPOSITS

Your Company has not invited or accepted any fixed deposits from the public and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are required to be set out in the annexure to the Directors'' Report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excludes the aforesaid information. Any Member interested in obtaining such particulars may write to the Company Secretary.

HUMAN RESOURCE DEVELOPMENT

The Company believes that human resources are a valuable asset. The Company continuously conducts training and development programs for the benefit of the employees. The process for updating technical skills of employees and developing good work culture on the shop floor is ongoing regularly.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988, are set out in the Annexure A and form part of this Report.

CORPORATE GOVERNANCE

In compliance with the recommendations of the Securities Exchange Board of India on Corporate Governance Report and the listing agreement of the Stock Exchange, a separate report on Corporate Governance is included in this Annual Report.

DIRECTORS

* In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Omprakash Agarwal retires by rotation at ensuing AGM and, being eligible, has offered himself for re-appointment.

* On recommendation of Nomination & Remuneration Committee, Board has approved re-appointment of Mr. Pradeep Goyal as Chairman and Managing Director of the Company for term of 3 years with effect from 17th December, 2014, subject to approval of Members.

* On recommendation of Nomination & Remuneration Committee, Board has approved appointment of Mr. Raj Kumar Mittal, Mr. Suresh G. Vaidya, Mr. Rajeev D. Mehrotra and Mr. Jaidev R. Shroff as Non-Executive Independent Directors for the term of 5 (Five) consecutive years for a term upto the conclusion of 36th Anuual General Meeting of the Company in the calender year 2019, subject to approval of Members.

The Board recommends the appointment/re-appointment of the above named Directors.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, the Board of Directors confirm:

a. THAT in the preparation of the Annual Accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. THAT the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2014 and of the profit or loss of the Company for the year ended on that date;

c. THAT the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. THAT the Directors have prepared the Annual Accounts on a going concern basis.

AUDITORS'' REPORT

The observations made in the Auditors'' Report are to be read with the Notes to Accounts, which are self-explanatory and no further comments are necessary.

AUDITORS

M/s. S. R. Rege & Co., Chartered Accountants, (Firm Registration No. 108813W), retire at the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept office if re-appointed.

COST AUDITORS

The Board of Directors has appointed M/s. J.J. Paleja & Co., Cost Accountants (Registration No. 100656) for conducting the audit of the cost accounting records for the production of the Company as mandated by the Central Government.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude for the assistance and co-operation received from Union Bank of India, Maharashtra State Electricity Board, Maharashtra Industrial Development Corporation, Navi Mumbai Municipal Corporation and other Government and Semi-Government authorities, Corporations and Institutions.

Your Directors also thank all the customers, suppliers, shareholders and investors for reposing continued confidence in the Company.

Your Directors also wish to place on record their deep sense of appreciation for the devoted services of all the employees of the Company and their unstinted efforts for the progress of the Company.

By Order of the Board of Directors

Navi Mumbai, PRADEEP GOYAL 3rd July, 2014 CHAIRMAN AND MANAGING DIRECTOR

REGISTERED OFFICE: Pradeep Metals Ltd. R - 205, MIDC, Rabale Navi Mumbai - 400 701 CIN : L99999MH1982PLC026191


Mar 31, 2013

To The Shareholders

The Directors are pleased to present the Thirtieth Annual Report together with the Audited Accounts for the year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS:

Rs. in Lacs 2012-13 2011-12

Revenue from Operations and Other Income 13629.75 11797.41

Less: Excise Duty 926.46 668.03

12703.29 11129.38

Profit before Interest, Depreciation and Tax 1398.18 1360.23

Less : Finance Costs 423.20 440.30

Less: Depreciation and Amortization cost 199.76 181.44

Less: Preliminary expenses written off 2.80

Profit before Tax 775.22 735.69

Less: Provision for Income Tax 259.33 227.81

(Add)/Less: Income Tax Adjustment for prior years 80.31 0.00

(Add)/Less: Provision for Deferred Tax (Assets)/Liability and MAT credit entitlement (5.67) (75.21)

441.25 583.09

Add: Balance of Profit and Loss Account from previous year 348.20 75.95

Less: Amount transferred to General Reserve 120.00

Less: Proposed Dividend on Equity Shares for the year (including dividend distribution tax Rs. 28.02 lacs

(previous year Rs. 26.64 Lacs) 205.37 190.84

Balance Carried Forward 584.08 348.20



DIVIDEND:

The Directors of the Company are pleased to recommend a dividend of 10%, i.e. Re 1.00 per equity share of Rs. 10 each, for the year ended 31st March, 2013. On approval by the Members at the ensuing Annual General Meeting, the said dividend would be paid to those Members, whose names appear on the Register of Members as on the date of Book Closure and whose names appear as beneficial owners as per the beneficiary list furnished for the purpose by National Securities Depository Limited and Central Depository Services (India) Limited.

PERFORMANCE:

The Company has improved its turnover to Rs. 13629.75 Lacs during the year as compared to Rs. 11797.41 Lacs (inclusive of Excise Duty) in the previous year, registering an increase of 15.53%. The profit before interest, depreciation and tax has marginally improved from Rs. 1360.23 Lacs in the year 2011-12 to Rs. 1398.18 Lacs during the current year, i.e. a growth of 2.79%. The future outlook of the Company''s business is dealt within the Management Discussion and Analysis.

EXPORTS:

During the year, the Company has achieved exports earning of Rs. 7616.94 Lacs as compared to Rs. 6665.64 Lacs in the previous year, showing an increase of 14.27%. This has been achieved mainly due to export of higher value added products, addition of new customers and greater customer satisfaction.

Development of new customers played a significant role in the growth. Your company is confident to further increase its export performance in the coming years by exploring new markets, developing new products and targeting new customers. Mr Abhinav Goyal has joined the company in the capacity of Vice President (Business Development and IT) and we expect increased business from new market exploration.

SHARE CAPITAL

During the year under review, the Paid-up Share Capital of the Company increased, consequent to the allotment of 8,50,000 Equity Shares on conversion of 8,50,000 warrants to Rabale Engineering (India) Pvt. Ltd.

DEPOSITS:

The Company has not accepted any loans or deposits from the public in terms of Section 58A of the Companies Act, 1956 and Rules framed under the Companies (Acceptance of Deposits) Rules, 1975.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are required to be set out in the Annexure to the Directors'' Report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any Member interested in obtaining such particulars may write to the Company Secretary.

HUMAN RESOURCE DEVELOPMENT:

The Company believes that human resources are a valuable asset. The Company continuously conducts Training and Development programs for the benefit of the employees. The process for updating technical skills of employees and developing good work culture on the shop floor is ongoing regularly.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988, are set out in the Annexure A and form part of this Report.

CORPORATE GOVERNANCE:

In compliance with the recommendations of the Securities Exchange Board of India on Corporate Governance Report and the listing agreement of the Bombay Stock Exchange Limited, a separate report on Corporate Governance and Management Discussion and Analysis giving details of the Company''s business and operating results are annexed as Annexures B and C.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Dr. Kewal K. Nohria, Mr. Suresh G Vaidya and Mrs. Neeru Pradeep Goyal, Directors of the Company, retire by rotation, and being eligible, have offered themselves for re-appointment.

As required by Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, a brief resume of Dr. Kewal K. Nohria, Mr. Suresh G Vaidya and Mrs. Neeru Pradeep Goyal are provided in the Notice convening the Annual General Meeting of the Company.

The Board recommends the re-appointment of the above named Directors.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, the Board of Directors confirm:

a. that in the preparation of the Annual Accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

b. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2013 and of the profit or loss of the Company for the year ended on that date;

c. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. that the Directors have prepared the Annual Accounts on a going concern basis.

AUDITORS:

The observations made in the Auditors'' Report are to be read with the Notes to Accounts, which are self- explanatory and no further comments are necessary under Section 217(3) of the Companies, Act, 1956.

M/s. S. R. Rege & Co., Chartered Accountants, retire at the conclusion of the 30th Annual General Meeting and, being eligible, offer themselves for re-appointment.

COST AUDITORS:

The Board of Directors has appointed M/s. Uttam Agarwal Corporate Advisory Pvt. Ltd. for conducting the audit of the cost accounting records for the production of the Company as mandated by the Central Government. The Company has filed the Cost Audit Report on 26th February, 2013 which is within the time limit prescribed by the Cost Audit Report Rules, 2001.

ACKNOWLEDGEMENT:

Your Directors wish to express their gratitude for the assistance and co-operation received from Union Bank of India, Maharashtra State Electricity Board, Maharashtra Industrial Development Corporation, Navi Mumbai Municipal Corporation and other Government and Semi-Government authorities, Corporations and Institutions.

Your Directors also thank all the shareholders and investors for reposing continued confidence in the Company.

Your Directors also wish to place on record their deep sense of appreciation for the devoted services of all the employees of the Company and their unstinted efforts for the progress of the Company.

By Order of the Board of Directors

Navi Mumbai PRADEEP GOYAL

6th May, 2013 CHAIRMAN & MANAGING DIRECTOR

REGISTERED OFFICE:

Pradeep Metals Ltd.

R - 205, MIDC, Rabale

Navi Mumbai - 400 701.


Mar 31, 2010

The Directors are pleased to present the Twenty Seventh Annual Report together with the audited accounts for the year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS:

Rs. in lacs 2009-10 2008-09

Sales and Other Income 5346.63 8423.45

Profit from sale of assets of Dombivli Unit - 72.80

5346.63 8496.25

Profit before Interest, Depreciation and Tax 583.30 1137.49

Less : Interest 308.51 403.28

Less: Depreciation 144.01 137.24

Less: Preliminary expenses written off 0.21 0.21

Profit before Tax 130.57 596.76

Less: Provision for Income Tax 22.20 70.00

Less: Provision for Fringe Benefit Tax - 3.55

Less: Income Tax adjustment for previous years 1.94 -

Profit after Tax 106.43 523.21

Add/(Less): Deferred Tax Asset (73.51) 334.44

32.92 857.65

DIVIDEND:

In view of need to conserve resources for strengthening working capital fund as well as future growth, your Directors do not recommend payment of any dividend.

PERFORMANCE:

Due to global recessionary conditions and reduced demand from overseas customers, the operations of the Company have been adversely impacted during the year. The Company has achieved turnover of Rs. 5280.69 lacs during the year as compared to Rs. 8319.22 lacs in the previous year. The profit before interest, depreciation and tax has come down mainly due to rising cost of raw materials, power, consumables and logistics. The Company has been able to keep the other cost components under control.

The Company has developed customers mainly in the area of gas & oil field equipments and mechanical instruments. This segment of business has suffered reduced demand this year resulting in decreased sales for the Company. The future outlook of the Companys business is dealt within the Management Discussion and Analysis.

EXPORTS:

During the year, exports of the Company were Rs. 2287.17 lacs as compared to Rs. 5074.80 lacs in the previous year. This has resulted in the substantial loss of sales and revenues for the current year. Your Company has made plans to increase its export performance in the coming years.

VARIATION OF TERMS OF REDEMPTION OF PREFERENCE SHARES

The Company has obtained consent from the shareholders of 5,19,800 10% Optionally Convertible Cumulative Redeemabe Preference Shares of Rs. 100/- each, aggregating to Rs. 5,19,80,000/-, pursuant to Section 106 and other applicable provision of the Companies Act, 1956 and Article 8A of Articles of Association of the Company for variation of the rights of the Preference Shareholders by extending the time for redemption of the said preference shares, which are due for redemption in two yearly instalments of Rs.2,59,90,000/- each on 31st March, 2010 and 31st March, 2011, by further period of 3 years and that these

shares would now be redeemable in two equal yearly instalments of Rs.2,59,90,000/- each on 31st March, 2013 and 31st March, 2014.

QUALITY:

Your Companys focus on maintaining high level of quality consciousness is evident from its continued certification as an ISO 9001-2000 and Pressure Equipment Directive 97/23/EC (PED) approved manufacturing unit. Your Company makes concerted efforts for constant improvement in quality of its products. The Company has also been approved to supply Nuclear Quality forgings to Germany and USA.

Your Company has added several machines for precision machining of forged products and also enhanced its die making capability by installing modern CNC / VMC machines and Analyses software for die design. These measures will further improve the quality of finished components.

DEPOSITS:

The Company has not accepted any loans or deposits from the public in terms o Section 58A o^ the Companies Act, 1956 and rules framed under the Companies (Acceptance of Deposits) Rules, 1975.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employees are required to be set out in the annexure to the Directors Report. However as per the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary.

HUMAN RESOURCE DEVELOPMENT:

The Company believes that human resources are a valuable asset. The Company continuously carries out Training and Development programs for the benefit of the employees. The process for updating technical skills of employees and developing good work culture on the shop floor is ongoing regularly.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988, are set out in the Annexure A and form part of this Report.

CORPORATE GOVERNANCE:

In compliance with the recommendations of the Securities Exchange Board of India on Corporate Governance Report and the listing agreement of the Stock Exchange, a separate report on Corporate Governance and Management Discussion and Analysis giving details of the Companys business and operating results are annexed as Annexure B & Annexure C.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Pradeep Goyal, Shri Omprakash Agarwal and Shri Raj Kumar Mittal, Directors of the Company, retire by rotation and being eligible, have offered themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, the Board of Directors confirm:

a. that in the preparation of the Annual Accounts for the financial year ended 31s" March, 2010, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

b. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2010 and of the profit or loss of the Company for the year ended on that date;

c. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. that the Directors have prepared the Annual Accounts on a going concern basis.

AUDITORS:

The observations made in the Auditors Report are to be read with the Notes to Accounts, which are self- explanatory and no further comments are necessary under Section 217(3) of the Companies, Act, 1956.

M/s. S. R. Rege & Co., Chartered Accountants, retire at the conclusion of the 27th Annual General Meeting and, being eligible, offer themselves for re-appointment.

ACKNOWLEDGEMENT:

Your Directors wish to express their gratitude for the assistance and co-operation received from Union Bank of India, Maharashtra State Electricity Board, Maharashtra Industrial Development Corporation, Navi Mumbai Municipal Corporation and other government and semi-government authorities, corporations and institutions.

The Directors also thank all the shareholders and investors for reposing continued confidence in the Company.

Your Directors also wish to place on record their deep sense of appreciation for the devoted services of all the employees of the Company and their unstinted efforts for the progress of the Company.

By Order of the Board of Directors

Navi Mumbai, PRADEEPGOYAL

26th May, 2010 CHAIRMAN & MANAGING DIRECTOR

REGISTERED OFFICE:

Pradeep Metals Ltd.

R - 205, MIDC, Rabale,

Navi Mumbai - 400 701.

 
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