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Directors Report of Pradeep Metals Ltd.

Mar 31, 2018

The Directors are pleased to present the Thirty Fifth Annual Report together with the Audited Financial Statements for the year ended 31^st March, 2018.

1. FINANCIAL RESULTS

The Company''s standalone financial performance for the year ended 31^st March, 2018 is summarized below:

(Rs. In Lakhs)

Year Ended	31.03.2018	31.03.2017*
Total Income	14,551.10	12,756.82
Less: Excise Duty	91.26	418.87
Net Income	14,459.84	12,337.95
Profit / (loss) before Depreciation	1,588.31	1,211.80
Less: Depreciation & amortization expenses	415.65	432.31
Profit before taxes	1172.66	779.49
Less: Provision for taxes	353.32	264.42
Profit after tax for the year	819.34	515.07
Other Comprehensive Income (Net of Taxes)	(7.97)	(24.31)
Total Comprehensive Income	811.37	490.76

* Figures for the year ended 31^st March 2017 have been regrouped as per Indian Accounting Standards (IND-AS)

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANYâS AFFAIRS

Your Company achieved Revenues from Operations and Other Income (net of Excise Duty) of Rs. 14,459.84 lakhs during the financial year ended 31^st March, 2018, an increase of 17.20% over the previous year. Profit before taxes & prior period items for the year has increased by 50.44% and Profit after taxes by 59.07% during the year under review due to better recovery and cost controls.

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

3. DIVIDEND

Considering the current market conditions and need to improve capital gearing, the Board of Directors thought it prudent not to recommend any Dividend for the financial year ended 31^st March, 2018.

4. TRANSFER TO RESERVES

No amount has been transferred to the General Reserve.

5. MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the âListing Regulationsâ), is presented in a separate section forming part of the Annual Report.

6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has one Wholly Owned Subsidiary namely Pradeep Metals Limited, Inc., Houston, USA (the WOS) and one Step-down Subsidiary namely Dimensional Machine Works, LLC, Houston, USA (the SDS). Financials of both the subsidiaries are included in the Consolidated Financial Statements, which are prepared in accordance with the relevant Accounting Standards issued by the Institute of Chartered Accountants of India and forms part of this Report.

The consolidated Income of the Company (net of Excise duty) is Rs.16,454.68 lakhs in the current year as compared to Rs.13,329.64 lakhs in the previous year,i.e. a growth of 23.44%. The consolidated Profit after taxes (but prior to allocation to minority interest) for the current year is Rs. 514.66 lakh as compared to loss of Rs 313.35 lakh in the previous year.

The WOS and the SDS are now performing better because of their inherent strength in terms of technology, development of new customers and products, timely deliveries and the satisfied customers.

The ongoing dispute between the WOS and erstwhile partner (holding 49% in the SDS) was settled out of court in current financial year. As per the settlement, the WOS acquired the 49% shareholding in the SDS from the erstwhile partner and the SDS became 100% subsidiary of the WOS retrospectively w.e.f. 27^th September, 2016. Accordingly, management of both the companies revised their financial statements for the earlier years and the resultant impact is described in Para 23 here-in-after.

As required by the Companies (Accounts) Rules, 2014, a report on performance and financial position of each of the subsidiaries, included in the Consolidated Financial statements, is annexed to this Report as Annexure A (Form No. AOC-1).

7. DEPOSITS

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

8. CREDIT RATING

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

Rating Agency	CRISIL Limited
Total Bank Loan facilities rated	Rs. 9,600 lakhs
Long-term Rating	BB / Negative
Short-term Rating	A4

9. SHARE CAPITAL

During the year under review, there was no change in the Company''s Issued, Subscribed and Paid-up Equity Share Capital which consisted of 1,72,70,000 Equity Shares of Rs.10/- each as on 31^st March, 2018. The Company has issued only one class of Equity Shares and it has not issued shares with differential rights. The Company has not issued any Equity Shares under Sweat Equity Share Capital or Employee Stock Option Scheme and there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under any scheme.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

At present, your Company has Eight (8) Directors consisting of Four (4) Independent Directors (of which one is an Additional Director), One (1) Executive Director and Three (3) Non-Executive Directors (including a Woman Director).

Re-appointment:

In accordance with the provision of Section 152(6) of the Companies Act, 2013 (âthe Actâ), Dr. Kewal Krishan Nohria (DIN: 00060015), Non-Executive, Non-Independent Director, retires by rotation at ensuing Annual General Meeting (AGM) and, being eligible, has offered himself for re-appointment. His background is given in the Corporate Governance Report, which forms part of this Report.

Cessation/Resignation:

- During the period under review, Mr. Raj Kumar Mittal resigned as a Director of the Company w.e.f. 29^th August, 2017 due to his personal reasons. The Board places on record its appreciation and gratitude for the valuable contribution by Mr. Raj Kumar Mittal during his tenure with the Company.

- Ms. Suchita Singh, Company Secretary and Compliance officer of the Company resigned w.e.f. 21^st February, 2018.

- Mr. Rakesh Agarwal, Chief Financial Officer of the Company resigned w.e.f. 12^th May, 2018.

Appointment:

- Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors appointed Mr. Kartick Maheshwari (DIN: 07969734) as an Additional Director in the category as Non-Executive /Independent Director w.e.f.10^thNovember, 2017, in the casual vacancy caused due to resignation of Mr. Raj Kumar Mittal. Pursuant to the provisions of Section 161 of the Act, Mr. Kartick Maheshwari will hold office up to the date of the ensuing AGM. He has confirmed his eligibility and willingness to accept the office of Directorship of your Company, if appointed. Mr. Kartick Maheshwari holds a degree in Master in Law from University of Pennsylvania (Philadelphia) and BA, LLB (Hons) from National Law School of India University, Bangalore. He is a Member of Bar Association of West Bengal and a Partner at M/s. Khaitan & Co., a renowned firm of solicitors and advocates and represents private equity firms, sovereign wealth funds and corporate strategic investors. In the opinion of your Directors, the qualifications and rich experience of Mr. Kartick Maheshwari would be useful to your Company. It is, therefore, considered prudent that your Company should continue to avail the services of Mr. Kartick Maheshwari and the Board recommends that the proposed resolution relating to the appointment of Mr. Kartick Maheshwari as the Director of your Company be approved. Your Company has received a notice under Section 160 of the Act, proposing appointment of Mr. Kartick Maheshwari as an Independent Director of your Company.

- Consequent to the resignation of Mr. Rakesh Agarwal, Chief Financial Officer of the Company, Mr. Dilip Dalvi was appointed as the Deputy Chief Financial Officer of the Company w.e.f. 9^th May, 2018.

- Appointment of Company Secretary:

Consequent to the resignation of Ms. Suchita Singh, Company Secretary and Compliance Officer of the Company, Mr. Harshad Babade was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 9^th May, 2018.

Pursuant to the provisions of Section 203 of the Act, Mr. Pradeep Goyal, Chairman and Managing Director, Mr. Dilip Dalvi, Deputy Chief Financial Officer and Mr. Harshad Babade, Company Secretary and Compliance officer are the Key Managerial Personnel of the Company as on the date of this Report.

11. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure B.

12. DIRECTORSâ RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 (âthe Actâ), the Board of Directors, in respect of the year ended 31^st March, 2018, hereby confirm that:

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

b. they 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 at the end of the financial year and of the profit and loss of the Company for that period;

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

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

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

13. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all Independent Directors of the Company, confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and the Listing Regulations.

14. POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION ETC.

The Company has put in place appropriate policy on Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013.

The salient features of Company''s policy on Directors'' remuneration have been disclosed in the Corporate Governance Report, which forms part of this Report.

15. ANNUAL EVALUATION OF BOARDâS PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, 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.

The Nomination and Remuneration Committee also reviewed the performance of Individual Directors, the Board as a whole, Committees of the Board and Chairman and Managing Director after taking into consideration feedback received from Directors. The evaluation was done on various parameters such as vision and strategy, participation, 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 resources development, corporate communication etc. as per the structured questionnaire circulated to the Directors, taking into consideration the guidelines issued by SEBI. The feedback received from Directors were then consolidated and placed before the Committee / Board for its evaluation. The Directors expressed their satisfaction with the evaluation process.

16. CORPORATE GOVERNANCE AND VIGIL MECHANISM

A detailed Report on Corporate Governance, pursuant to the requirements of Regulation 34(3) of the Listing Regulations forms an integral part of this Report. A Certificate from the Auditors of the Company, N. A. Shah Associates LLP, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V(E) of the Listing Regulations, is annexed to this Report as Annexure C.

The Business Responsibility Reporting as required by Regulation 34(2) of the Listing Regulations is not applicable to your Company for the financial year ending 31^st March, 2018.

The Vigil Mechanism of the Company also incorporates a Whistle Blower Policy in terms of the Listing Regulations thereby establishing a vigil mechanism for Directors and permanent employees for reporting genuine concerns, if any. 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: http://www.pradeepmetals.com/policies/.

17. RISKS

Your Directors had constituted a Risk Management Committee which was entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company''s risk management framework; and (b) Overseeing that all the risks that the organization faces such as 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. The Risk Management Committee has been dissolved because of small size of the business w.e.f. 13^th May, 2017 and the Audit Committee currently looks into the Risk Management functions.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee (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 and the same has been hosted on the Company''s website www.pradeepmetals.com.

The key philosophy of all CSR initiatives of the Company is guided by three core commitments of Scale, Impact and Sustainability. During the year, the Company has spent Rs.12.59 lakhs (about 74.98%) against the annual requirement of Rs. 16.79 lakhs for the year 2017-18 on CSR activities.

The Company has identified focus areas of engagement which have been enumerated in the Annual Report on CSR activities in Annexure D to this Report.

19. AUDIT COMMITTEE

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

20. AUDITORS AND AUDITORSâ REPORT

a. Statutory Auditors

Pursuant to the provisions of Section 139(1) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, N. A. Shah Associates LLP (Registration No. 116560W/W100149), [formerly known as N A Shah Associates (Firm Registration No.116560W)] Chartered Accountants, were appointed in 32^nd Annual General Meeting (âAGMâ) as the Statutory Auditors of the Company, for a term of 5 years. In terms of the provisions relating to Statutory Auditors forming part of the Companies Amendment Act, 2017, notified on 7^th May, 2018, ratification of appointment of Statutory Auditors is no more required. Accordingly, the Notice convening the ensuing AGM does not carry any resolution on ratification of appointment of Statutory Auditors. However, N. A. Shah Associates LLP has confirmed that they are eligible to continue as Statutory Auditors of the Company to audit the books of accounts of the Company for financial year ending 31^st March, 2019 and accordingly they will continue to be the Statutory Auditors of the Company for financial Year ending 31^st March, 2019.

Auditors Report

The Notes on Financial Statements 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

The Board of Directors, on recommendation of Audit Committee, has re-appointed MKJ & Associates, Cost & Management Accountants, (Firm Registration No. 001352) as Cost Auditors to audit the cost accounts of the Company for financial year 2018-19 at a remuneration of Rs.1,25,000/- (plus applicable taxes and reimbursement of out of pocket expenses at actuals).

Pursuant to Section 148 of the Act, a resolution seeking Member''s approval for the remuneration payable to the Cost Auditors forms part of the Notice convening the ensuing AGM.

The relevant Cost Audit Report for the FY 2016-17 was filed with Ministry of Corporate Affairs on 11^th September, 2017. No adverse comments have been made in the said Report.

c. Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, Shweta Gokarn & Co., Practicing Company Secretaries, Navi Mumbai (Certificate of Practice Number: 11001) were appointed as the Secretarial Auditors to conduct Secretarial Audit.

The Secretarial Auditors'' Report for the financial year ended 31^st March, 2018 is annexed to this Report as Annexure E. No adverse comments have been made in the said Report.

The Board has also appointed Shweta Gokarn & Co. as Secretarial Auditors to conduct the Secretarial Audit of the Company for financial Year 2018-19.

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

During the financial year 2017-18, the Company has not made any investment in the Equity Share Capital of Pradeep Metals Limited Inc,(WOS).

The Company has given loan to Pradeep Metals Inc, USA (WOS) of USD 0.350 Mn and it has given Corporate Guarantee and created pari passu charge on its fixed assets (excluding Wind Mill) for securing ECB of USD 1.200 Mn raised by the WOS from Union Bank of India, Hong Kong Branch, during the financial year 2017-18.

22. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ 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 did not enter into any contract/ arrangement/ transaction with related parties, other than the 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 www.pradeepmetals.com .

The particulars as required under the Act are furnished in Annexure F (Form No. AOC-2) to this Report.

23. MATERIAL CHANGES AND COMMITMENTS

The ongoing dispute between the WOS holding 51% in the SDS and erstwhile partner (holding 49% shareholding in the SDS) was settled out of court in current financial year. As per the settlement, the WOS acquired the 49% shareholding in the SDS from the erstwhile partner and the SDS became 100% subsidiary of the WOS retrospectively w.e.f. 27^th September, 2016. Accordingly, management of the WOS and the SDS revised the financial statements for the earlier years. Consequently, the net reduction in profit by Rs. 83.83 lakhs (consisting of increase in profit on account of revision in statements of profit & loss account of the WOS & the SDS and reduction in profit on account of recomputation of allocation of costs to non-controlling interest and losses post acquisition of 49% shareholding) has been adjusted in opening âOther Equity'' as on 1^st April, 2017 in consolidated financial results for the year ended 31^st March, 2018. Simultaneously, goodwill on acquisition has been recomputed by the SDS and it is reduced by Rs. 818.00 lakhs.

Save and except as above, no material changes have occurred and no commitments were given by the Company, thereby affecting its financial position between the end of financial year to which these financial statements relate and the date of this Report.

24. 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 G to this Report.

25. INTERNAL FINANCIAL CONTROL SYSTEM

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.

26. SECRETARIAL STANDARDS

The Company has in place proper system to ensure compliance with the provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

27. HUMAN RESOURCES

The Company recognizes its human resources as one of its prime & critical resources for its growth and hence it strives to align human resource policy and initiatives to meet business plans. The relations between the Management and the Staff Members remained very cordial throughout the year under review. As on 31^st March, 2018, the Company had 284 permanent employees at its manufacturing plants and administrative office at Rabale, Navi Mumbai, Maharashtra.

28. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

29. EXTRACT OF ANNUAL RETURN AS ON 31^st MARCH, 2018

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

30. BOARD MEETINGS HELD DURING THE FY 2017-18.

During the financial year 2017-18, Four (4) Board Meetings were held on 13^th May, 2017, 21^st August, 2017, 10^th November, 2017 and 12^th February, 2018, details of which are furnished in the Corporate Governance Report forming part of this Report. The gap between any two Meetings did not exceed 120 days.

31. PROMOTER GROUP

The Promoter Group comprises of Mr. Pradeep Goyal, Mrs. Neeru Goyal, Rabale Engineering India Pvt. Ltd., and S. V. Shah Construction Services Pvt. Ltd. The Promoter Group''s holding in the Company currently is 72.19% of the Company''s paid up Equity Capital and there is no change as compared to the previous financial year.

32. PARTICULARS OF EMPLOYEES

In terms of the provisions of Sub Rule 2 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, none of the employees draw salary in excess of the limits prescribed under the Act and hence, no particulars are given. The Report and the Accounts are being sent to the Members excluding the statement containing the names of top ten Employees in terms of Remuneration drawn. In terms of Section 136 of the Act, the details of top ten Employees are open for Inspection at the Registered Office of the Company. Any Shareholder interested in obtaining a copy of the same may write to the Company Secretary.

33. SPECIAL BUSINESS

As regards the items in the Notice of the Annual General Meeting relating to Special Business, the Resolutions incorporated in the Notice and the Explanatory Statement relating thereto, fully indicate the reasons for seeking the approval of Members to those proposals.

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

a. Appointment of Mr. Kartick Maheshwari as an Independent Director of the Company.

b. Re-appoint Dr. Kewal Krishan Nohria as Non-Executive Director of the Company, who retires by rotation at this AGM and who has attained the age of seventy-five years.

c. Continue the appointment of Mr. Suresh Gopal Vaidya as the Non-Executive Director of the Company, who has attained the age of seventy-five years

d. Continue the appointment of Mr. Suresh Gopal Vaidya as the Independent Director of the Company.

e. Approve remuneration of Cost Auditors for the financial year ending 31^st March, 2019.

34. 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:

- 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.

- There were no frauds reported by the Auditors under Sub section (12) of Section 143 of the Companies (Amendment) Act, 2015, to the Audit Committee, Board of Directors or Central Government.

35. ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and acknowledge with gratitude the support and co-operation extended by the Government authorities, Union Bank of India (bankers), customers, vendors, employees and members during the year under review and look forward to their continued support.

For and on Behalf of the Board of Directors

sd/-

Pradeep Goyal

Place: Navi Mumbai Chairman and Managing Director

Date: 9^th July, 2018 DIN: 00008370

Mar 31, 2017

The Directors are pleased to present the Thirty Fourth Annual Report together with the Audited Financial Statements for the year ended 31^st March, 2017.

1. FINANCIAL RESULTS

The Company''s standalone financial performance for the year ended 31^st March, 2017 is summarized below:

(Rs. in lakhs)

Year Ended	31.03.2017	31.03.2016
Total Income	12,319.61	12,084.24
Profit / (loss) before Depreciation	1,184.85	903.58
Less: Depreciation & amortization expenses	389.92	370.19
Net Profit for the year before prior period items and taxes	794.94	533.40
Less: Prior period items (net)	7.95	19.87
Profit before taxes	786.99	513.52
Less: Provision for taxes	269.63	137.98
Profit after tax for the year	517.36	375.55

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANYâS AFFAIRS

Your Company achieved Revenues from Operations and Other Income (net of excise duty) of Rs.12,319.61 lakhs during the financial year ended 31^stMarch, 2017, a nominal increase of 1.95% over the previous year. It is attributable to slow down in global economy and decline in sales realization. The Company has been able to maintain nominal growth in rupee terms due to increase of 6.21% in quantity of finished products produced. Profit before taxes & prior period items for the year has increased by 49.03% and Profit after taxes by 37.76% during the year under review due to better recovery and cost controls. Detailed analysis and future outlook of the Company''s business are dealt in the Management Discussion and Analysis Report.

The Company continues to export 65% to 70% of its finished products and has received award for Star Performer in Category of Steel Forgings (Medium Scale) from Engineering Export Promotion Council (EEPC) for the year 2014-15.

3. DIVIDEND

Considering the current market conditions and need to improve capital gearing, the Board of Directors thought it prudent not to recommend any Dividend for the financial year ended 31^st March, 2017.

4. TRANSFER TO RESERVES

No amount has been transferred to the General Reserve. An amount of Rs.2,001.72 lakhs is proposed to be retained in the Profit and Loss Account of the Company.

5. MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT

6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has one Wholly Owned Subsidiary namely Pradeep Metals Limited, Inc., Houston, USA (the WOS) and one Stepdown Subsidiary namely Dimensional Machine Works, LLC, Houston, USA (the SDS). Financials of both the subsidiaries are included in the Consolidated Financial Statements, which are prepared in accordance with the relevant Accounting Standards issued by the Institute of Chartered Accountants of India and forms part of this Report.

The WOS is engaged in warehousing and marketing the products manufactured by the Company, whereas the SDS is manufacturing components mainly for the Oil & Gas industry in USA. The total income of the WOS and the SDS was Rs.922.73 lakhs and Rs.1,062.04 lakhs for the current year as compared to Rs.1,036.79 lakhs and Rs.2,062.04 lakhs for the previous year, respectively. The combined loss before taxes of both the subsidiaries amounted to Rs.840.84 lakhs in the year as compared to Rs. 494.55 lakhs in the previous year. The losses were higher due to continued recessionary conditions in USA, legal expenses incurred, etc.

The Consolidated Income of the Company was Rs.13,335.88 lakhs in the current year as compared to Rs.14,446.35 lakhs in the previous year. The Consolidated Profit after taxes and allocation to minority interest, has declined from Rs.74.95 lakhs in the previous year to Rs.64.70 lakhs for the year mainly due to higher losses suffered by the SDS.

The WOS and SDS are now performing better and it is expected that both the subsidiaries will return to profitability in near future because of their inherent strengths in terms of technology, timely deliveries and the satisfied customers.

The dispute has arisen with the 49% stakeholder of the SDS and the erstwhile vendor on certain issues. Currently, the matter is sub-judice. However, all the efforts are being made to ensure un-interrupted production and sales and maintain harmonious labour relationship.

The Company does not have any other Joint Venture or Associate Company.

7. DEPOSITS

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

8. CREDIT RATING

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

Rating Agency	CRISIL Limited
Total Bank Loan facilities rated Long-term Rating Short-term Rating	Rs. 8,500 Lakhs BBB / Negative A3

9. SHARE CAPITAL

The Company has not issued any Equity Shares under Sweat Equity Share Capital or Employee Stock Option Scheme and there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under any scheme.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provision of Section 152(6) of the Companies Act, 2013 (âthe Actâ), Mr. Omprakash Agarwal (DIN: 00022796), Non-Executive, Non-Independent Director, retires by rotation at ensuing Annual General Meeting (AGM) and, being eligible, has offered himself for re-appointment. His background is given in the Corporate Governance Report, which forms part of this Report.

During the period under review, Mr. Rajeev Mehrotra resigned as a Director of the Company w.e.f. 27^th March 2017 due to his personal and unavoidable circumstances.The Board places on record its appreciation and gratitude for the valuable contribution by Mr. Rajeev Mehrotra during his tenure with the Company. The Board of Directors appointed Mr. Jayavardhan Dhar Diwan (Din: 01565319) as an Additional Director in the category as Non-Executive /Independent Director w.e.f.13^thMay, 2017, in the casual vacancy caused due to resignation of Mr. Rajeev Mehrotra. Pursuant to the provisions of Section 161 of the Act, Mr. Diwan will hold office up to the date of the ensuing AGM. He has confirmed his eligibility and willingness to accept the office of Directorship of your Company, if appointed. Mr. Diwan holds a degree in BE (Metallurgy) from University of Roorkee and Master of Management Studies from S. P. Jain Institute of Management Studies and possess more than 25 years of experience. In the opinion of your Directors, the qualifications and rich experience of Mr. Diwan would be useful to your Company and would enable him to contribute effectively in his capacity as an Independent Director of your Company. It is, therefore, considered prudent that your Company should continue to avail the services of Mr. Diwan and the Board recommends that the proposed resolution relating to the appointment of Mr. Diwan as the Director of your Company be approved.

Your Company has received a notice under Section 160 of the Act, proposing appointment of Mr. Diwan as an Independent Director of your Company. A separate proposal seeking approval of the Members for the appointment of Mr. Diwan as an Independent Director of your Company for a period of 5 years w.e.f. 13^th May, 2017 till 12^th May, 2022, has been incorporated in the Notice of the ensuing AGM.

During the year, Mr. Rakesh Agarwal, a Chartered Accountant and Cost Accountant with post qualification experience of 16 years, was appointed as the Chief Financial Officer (CFO) of the Company w.e.f. 8^th November, 2016. Subsequent to the appointment of Mr. Agarwal, Mr. Dilip Dalvi was relieved from his responsibility as a Key Managerial Personnel from even date, however, he continues to be in the services of the Company as Dy. CFO reporting to Mr. Rakesh Agarwal, CFO.

Pursuant to the provisions of Section 203 of the Act, Mr. Pradeep Goyal, Chairman and Managing Director, Mr. Rakesh Agarwal, Chief Financial Officer and Ms. Suchita Singh, Company Secretary are the Key Managerial Personnel of the Company as on the date of this Report.

11. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

12. DIRECTORSâ RESPONSIBILITY STATEMENT

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

b. they had 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 at the end of the financial year and of the loss of the Company for that period;

c. they had 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. they had prepared the annual accounts on a going concern basis;

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

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

13. DECLARATION BY INDEPENDENT DIRECTORS

14. POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION ETC.

The Company has put in place appropriate policy on Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013.

The salient features of Company''s policy on Directors'' remuneration have been disclosed in the Corporate Governance Report, which forms part of this Report.

15. ANNUAL EVALUATION OF BOARDâS PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board and Nomination and Remuneration Committee reviewed the performance of Individual Directors, the Board as a whole, Committees of the Board and Chairman and Managing Director after taking into consideration feedback received from Directors. The evaluation was done on various parameters such as vision and strategy, participation, 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 resources development, corporate communication etc. as per the structured questionnaire circulated to the Directors, taking into consideration the guidelines issued by SEBI. The feedback received from Directors were then consolidated and placed before the Committee / Board for its evaluation. The Directors expressed their satisfaction with the evaluation process.

16. CORPORATE GOVERNANCE AND VIGIL MECHANISM

A detailed Report on Corporate Governance, pursuant to the requirements of Regulation 34(3) of the Listing Regulations forms an integral part of this Report. A Certificate from the Auditors of the Company, N. A. Shah Associates LLP, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V(E) of theListing Regulations, is annexed to this Report as Annexure C.

The Business Responsibility Reporting as required by Regulation 34(2) of the Listing Regulations is not applicable to your Company for the financial year ending 31^stMarch, 2017.

17. RISKS

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 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. The Risk Management Committee has been dissolved w.e.f. 13^th May, 2017 and the Audit Committee will also look into the Risk Management functions.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The key philosophy of all CSR initiatives of the Company is guided by three core commitments of Scale, Impact and Sustainability. During the year, the Company has spent Rs.17.22 lakhs (about 98.68%) 2% of the average net profits of last three financial years on CSR activities.

The Company has identified focus areas of engagement which have been enumerated in the Annual Report on CSR activities in Annexure D to this Report.

19. AUDIT COMMITTEE

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

20. AUDITORS AND AUDITORSâ REPORT

a. Statutory Auditors

Pursuant to the provisions of Section 139(1) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, N. A. Shah Associates LLP (Registration No. 116560W/W100149), [formerly known as N A Shah Associates (Firm Registration No.116560W)] Chartered Accountants, were appointed in 32^ndAnnual General Meeting (âAGMâ) as the Statutory Auditors of the Company, for a term of 5 years, subject to the ratification by Members in every AGM. The Company has received necessary certificate from the Auditors pursuant to Section 139 and 141 of the Companies Act, 2013 regarding their eligibility for appointment. In pursuance of the provisions of Section 139 of the Act, appropriate resolution for ratification of the appointment of N. A. Shah Associates LLP as the Statutory Auditors of the Company is being placed at the ensuing AGM.

Auditors Report

b. Cost Auditors

As per the requirement of Central Government and pursuant to the provisions of Section 148 of the Companies Act, 2013 (the Act) read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company has been carrying out audit of its cost records every year. As a matter of prudent policy to rotate the existing Cost Auditors, viz. J. J. Paleja & Co., Cost Accountants, the Board of Directors, on recommendation of Audit Committee, has appointed MKJ & Associates, Cost & Management Accountants,(Firm Registration No. 001352) as Cost Auditors to audit the cost accounts of the Company for financial year 2017-18 at a remuneration of Rs.1,25,000/- (plus Goods and Service Tax and reimbursement of out of pocket expenses at actuals).

Pursuant to Section 148 of the Act, a resolution seeking Member''s approval for the remuneration payable to the Cost Auditors forms part of the Notice convening the ensuing AGM.

The relevant Cost Audit Report for the FY 2015-16 was filed with Ministry of Corporate Affairs on 29^th September, 2016.

c. Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, Shweta Gokarn & Co., Practicing Company Secretaries, were appointed as the Secretarial Auditors to conduct Secretarial Audit.

The Secretarial Auditors'' Report for the financial year ended 31^st March, 2017 is annexed to this Report as Annexure E. In connection with the auditors'' observation in the Secretarial Audit Report, it is clarified that, there was a delay of 2 days in publishing the audited financial statements for the financial year 2015-16 in Marathi newspaper, due to time taken for translation. However, your Company will take adequate measures for timely compliance in future.

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

During the financial year 2016-17, the Company has made an investment of Rs.335.45 lakhs in the Equity Share Capital of Pradeep Metals Limited Inc,(WOS).

The Company has not given loans to any person / entity except, to its employees nor it has given guarantee to anyone, during the financial year.

22. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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 www.pradeepmetals.com The particulars as required under the Act are furnished in Annexure F (Form No. AOC-2) to this Report.

23. MATERIAL CHANGES AND COMMITMENTS

The Company has, vide resolution passed at the meeting of Board of Directors held on 13th May, 2017, agreed to provide security for additional foreign currency loan of USD 1.2mn from Union Bank of India, HongKong Branch to Pradeep Metals Limited, Inc., USA (WOS) by providing it''s unconditional and irrevocable Corporate Guarantee ; creating pari passu charge on its fixed assets at Rabale, Navi Mumbai ; pledging its 30% shareholding of the WOS ; and furnishing non-disposal undertaking for its balance 70% shareholding of the WOS.

Save and except as above, no material changes have occurred and no commitments were given by the company, thereby affecting its financial position between the end of financial year to which these financial statements relate and the date of this Report.

24. 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 G to this Report.

25. INTERNAL FINANCIAL CONTROL SYSTEM

26. HUMAN RESOURCES

The Company recognizes its human resources as one of its prime & critical resources for its growth and hence it strives to align human resource policy and initiatives to meet business plans. The relations between the Management and the Staff Members remained very cordial throughout the year under review. As on 31^st March, 2017, the Company had 290 permanent employees at its manufacturing plants and administrative office at Rabale, Navi Mumbai.

27. EXTRACT OF ANNUAL RETURN AS ON 31^stMARCH, 2017

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

28. BOARD MEETINGS HELD DURING THE FY 2016-17.

During the financial year 2016-17, Five (5) Board Meetings were held on 27^thMay, 2016, 16^thJuly, 2016, 6^thAugust, 2016, 8^thNovember, 2016, and 24^th January, 2017,details of which are furnished in the Corporate Governance Report forming part of this Report. The gap between any two Meetings did not exceed 120 days.

29. PROMOTER GROUP

The Promoter Group comprises of Mr. Pradeep Goyal, Mrs. Neeru Goyal, Rabale Engineering India Pvt. Ltd., and S. V. Shah Construction Services Pvt. Ltd. The Promoter Group''s holding in the Company currently is 72.19% of the Company''s paid up Equity Capital i.e. an increase of 2.17% as compared to the previous financial year.

30. PARTICULARS OF EMPLOYEES

In terms of the provisions of Sub Rule 2 of Rule 5 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014, none of the employees draw salary in excess of the limits prescribed under the Act and hence, no particulars are given. The Report and the Accounts are being sent to the Members excluding the statement containing the names of top ten Employees in terms of Remuneration drawn. In terms of Section 136 of the Act, the details of top ten Employees are open for Inspection at the Registered Office of the Company. Any Shareholder interested in obtaining a copy of the same may write to the Company Secretary.

31. SPECIAL BUSINESS

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

a) Appointment of Mr. Jayavardhan Dhar Diwan as a Director of the Company.

b) Appointment of Mr. Jayavardhan Dhar Diwan as an Independent Director of the Company for a term of 5 years w.e.f. 13^th May, 2017 to 12^th May, 2022.

c) Re-appointment of Mr. Pradeep Goyal as the Chairman and Managing Director of the Company for a period of 3 years commencing from 17^th December, 2017 to 16^th December, 2020 and remuneration payable.

d) Approve remuneration of Cost Auditors for the financial year ending 31^st March, 2018.

32. 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:

- 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.

- The Company has constituted Anti Sexual Harassment Committee and 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.

- There were no frauds reported by the Auditors under Sub section (12) of Section 143 of the Companies (Amendment) Act, 2015, to the Audit Committee, Board of Directors or Central Government.

33. ACKNOWLEDGEMENT

For and on Behalf of the Board of Directors

Sd/-

Pradeep Goyal

Place: Navi Mumbai Chairman and Managing Director

Date: 13^th May, 2017 DIN: 00008370

Mar 31, 2016

The Directors are pleased to present the Thirty Third Annual Report together with the Audited Financial Statements for the year ended 31^st March, 2016.

1. FINANCIAL RESULTS

The Company''s standalone financial performance for the year ended 31^st March, 2016 is summarized below:

(Rs. in lakhs)

Year ended	31.03.2016	31.03.2015
Total Income	12,084.23	13,261.38
Profit/(Loss) before Depreciation	903.58	1,463.57
Less: Depreciation & amortization expenses	370.19	258.31
Net Profit for the year before prior period items and taxes	533.39	1205.26
Less: Prior period items (net)	19.87	-
Profit before taxes	513.52	1,205.26
Less: Provision for taxes	137.98	422.68
Profit after tax for the year	375.54	782.58

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANYâS AFFAIRS

Your Company achieved Revenues from Operations and Other Income (net) of Rs. 12,084.23 lakhs during the financial year ended 31^st March, 2016, as against Rs. 13,261.38 lakhs in the previous year, i.e. a decrease of 8.88%. Profit before taxes before prior period items for the year has declined by 55.74% and Profit after taxes by 52.01%.

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

3. DIVIDEND

During the year, your Directors had declared and paid an Interim Dividend at the rate of 6% i.e.60 paisa per Equity Share of Face Value of Rs 10/- each, as on 29^th March, 2016, being the Record Date fixed for the purpose. Considering the current financial position and the Company''s Capex and Investment plans, the Board of Directors has thought it prudent not to recommend Final Dividend for the financial year ended 31^st March, 2016.

4. TRANSFER TO RESERVES

No amount has been transferred to the General Reserve. An amount of Rs.1484.35 lakhs is proposed to be retained in the Profit and Loss Account of the Company.

5. MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, in terms of the Listing Regulations, is presented in a separate section forming part of the Annual Report.

6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has one Wholly Owned Subsidiary namely Pradeep Metals Limited Inc., Texas, USA (the WOS) and one Step-down Subsidiary namely Dimensional Machine Works LLC, Houston, USA (the SDS). Financials of the said subsidiaries are included in the Consolidated Financial Statements, which are prepared in accordance with the 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.

The WOS is engaged in warehousing and marketing the products manufactured by the Company, whereas the SDS is manufacturing components mainly for the Oil & Gas industry in USA. The total income of the WOS and the SDS was Rs.1,036.79 lakhs and Rs.2,062.04 lakhs for the current year as compared to Rs.1,233.50 lakhs and Rs.954.55 lakhs for the previous year respectively. The combined loss before taxes of both the subsidiaries amounted to Rs.494.55 lakhs in the year as compared to the combined profit of Rs.171.18 lakhs in the previous year. The turnover and profitability of both the subsidiaries have suffered due to general slowdown in the manufacturing activities in Engineering and Oil & Gas industry in USA. The performance of the SDS for the FY 2014-15 are for a period of 3 months i.e. 1^st January 2015 - 31^st March 2015.

The Consolidated Income of the Company was Rs.14,446.34 lakhs in the current year as compared to Rs.14,309.41 lakhs in the previous year. The Consolidated Profit after taxes and allocation to minority interest has declined from Rs.828.26 lakhs in the previous year to Rs.74.94 lakhs for the year mainly due to slowdown in the global economy and crash in the Oil & Gas prices.

The Company does not have a Joint Venture or Associate Company.

7. DEPOSITS

The Company has not invited or accepted any fixed deposits from the public and, as such, no amount of principal or interest was outstanding in respect thereof 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 the rating agency as given below:

Facilities	Amount (Rs. in lakhs)	Rating Agency	Rating
Long Term Bank Facilities Short-term Bank Facilities	4,000 4,500	Crisil Ltd. Crisil Ltd.	CRISIL BBB/ Positive CRISIL A3

9. SHARE CAPITAL

During the year under review, there was no change in the Company''s Issued, Subscribed and Paid-up Equity Share Capital which consisted of 17,270,000 Equity Shares of Rs.10/- each as on 31^st March, 2016.

The Company has issued only one class of Equity Shares and it has not issued shares with differential rights.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

There was no change in the Directors of the Company during the period under review. The Company has Eight (8) Directors consisting of Four (4) Independent Directors, One (1) Executive Director and Three (3) Non-Executive Directors (including a Woman Director).

In accordance with the provision of the Companies Act, 2013, Mrs. Neeru Goyal (DIN: 05017190), Nonexecutive Non- Independent Director, retires by rotation at ensuing Annual General Meeting and, being eligible, has offered herself for re-appointment. Her background is given in the Corporate Governance Report, which forms part of this Report.

Mr. Rajeev Dixit, Chief Financial Officer of the Company was associated with the Company up to 5^thAugust, 2015. Thereafter, Board of Directors, on recommendation of Nomination and Remuneration Committee, appointed Mr. Akshaya Shah as the Chief Financial Officer of the Company w.e.f.15^th September, 2015. In view of Mr. Akshaya Shah''s unsatisfactory performance and indiscipline, his services were terminated w.e.f. 20^th February, 2016. Mr. Dilip Dalvi was appointed as the Dy. Chief Financial Officer of the Company w.e.f. 27^th May, 2016.

Mr. Abhinay Kapoor, Company Secretary and Compliance Officer of the Company resigned w.e.f. 16^thJuly 2016 and Ms. Suchita Singh was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. 16^th July, 2016.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Pradeep Goyal,Chairman and Managing Director, Mr.Dilip Dalvi, Dy. Chief Financial Officer and Ms. Suchita Singh, Company Secretary are the Key Managerial Personnel of the Company as on the date of this Report.

11. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

12. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors, hereby confirm that:

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

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

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

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

13. DECLARATION BY INDEPENDENT DIRECTORS

The Company received declarations from 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.

14. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION ETC.

The Company has put in place appropriate policy on Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013.

The salient features of Company''s policy on Directors'' remuneration have also been disclosed in the Corporate Governance Report, which forms part of this Report.

15. ANNUAL EVALUATION OF BOARD''S PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), 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.

The performance of the Board and its Committees was evaluated by the Board after seeking inputs from the Board / Committee Members on the basis of criteria such as composition of the Board / Committees and structure, effectiveness of Board / Committees processes, providing information etc. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning.

The Board and Nomination and Remuneration Committee also reviewed the performance of Non -Independent Directors, performance of the Board as a whole and performance of the Chairman and Managing Director was evaluated taking into consideration views of Non-executive Directors. The evaluation was done on various parameters such as vision and strategy, participation, 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 resources development, corporate communication etc. The Directors expressed their satisfaction with the evaluation process.

16. CORPORATE GOVERNANCE AND VIGIL MECHANISM

In compliance with the Listing Regulations, new Listing Agreement was executed on 8^th February, 2016 with BSE Limited.

A detailed Report on Corporate Governance, pursuant to the requirements of the Listing Regulations forms part of the Annual Report. A Certificate from the Auditors of the Company, M/s. N. A. Shah Associates LLP (formerly known as M/s. N.A. Shah Associates) Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Schedule V(E) of the Listing Regulations, is annexed to this Report as Annexure C.

The Business Responsibility Reporting as required by Regulation 34(2) of the Listing Regulations, is not applicable to your Company for the financial year ending 31^st March, 2016.

The Vigil Mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of the Listing Regulations, includes an Ethics & Compliance Task Force comprising of 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: http://pradeepmetals.com/ pdf/PML-Whistle Blower Policv-Viail Mechanism.pdf

17. RISKS

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 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.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The key philosophy of all CSR initiatives of the Company is guided by three core commitments of Scale, Impact and Sustainability.

During the year, the Company has spent Rs.10.36 lakhs (about 1.09% of the average net profits of last three financial years) on CSR activities.

The Company has identified focus areas of engagement which have been enumerated along with the Annual Report on CSR activities in Annexure D to this Report.

19. AUDIT COMMITTEE

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

20. AUDITORS AND AUDITORS'' REPORT

a. Statutory Auditors

Pursuant to the provisions of Section 139(1) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. N. A. Shah Associates LLP (Registration No: - 116560W/W100149) (formerly known as M/s. N.A. Shah Associates, Firm Registration Number: 116560W), Chartered Accountants, the Statutory Auditors of the Company, were appointed in 32^nd Annual General Meeting (âAGMâ), for a term of 5 years, subject to the ratification by Members in every AGM. The Company has received necessary certificates from the Auditor pursuant to Section 139 and 141 of the Companies Act, 2013 regarding their eligibility for appointment. In pursuance of the provisions of Section 139 of the Act, appropriate resolution for ratification of the appointment of M/s. N. A. Shah Associates LLP as the Statutory Auditor of the Company is being placed at the ensuing AGM.

Auditors Report

b. Cost Auditors

As per the requirement of Central Government and pursuant to the provisions of Section 148 of the Companies Act, 2013 (the Act) read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Company has been carrying out audit of its cost records every year. The Board of Directors, on recommendation of Audit Committee has appointed M/s. J.J. Paleja & Co. (Firm Registration No: 100656), Cost Accountants, as Cost Auditor to audit the cost accounts of the Company for financial year 2016-17 at a remuneration of Rs.1,25,000/- plus taxes and reimbursement of out of pocket expenses. As required under the Act, a resolution seeking Member''s approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

The relevant Cost Audit Report for the FY 2014-15 were filed with Ministry of Corporate Affairs on 23^rd September, 2015.

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. (Certificate of Practice No: 11001), Practicing Company Secretaries, were appointed as the Secretarial Auditor to conduct a Secretarial Audit of the Company. The Secretarial Auditors'' Report for the financial year ended 31^st March, 2016 is annexed to this Report as Annexure E. No adverse comments have been made in the said Report.

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

During the financial year 2015-16, the Company has made investment of Rs.275.74 lakhs in the Equity Share Capital of the WOS and Rs.0.05 lakh towards acquisition of Shares of TJSB Sahakari Bank Limited. During the year, the Company has given Corporate Guarantee to Union Bank of India, Hong Kong, for enabling the WOS to obtain a loan of USD 2 million for partly financing the cost of acquisition of 51% stake of the SDS. The amount of loan outstanding as on 31^st March, 2016 was USD 2 million equivalent to Rs.1326.66 lakhs.

The Company has not given loans to any person / entity except, to its employees, during the financial year.

22. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

23. MATERIAL CHANGES AND COMMITMENTS

Subsequent to the financial year under review, dispute has arisen with the 49% stakeholder of the SDS and the erstwhile vendor on certain issues. Efforts are being made to safeguard the interest of WOS and to reach an amicable, reasonable solution.

Save and except as above, no material changes have occurred and no commitments were given by the Company thereby affecting its financial position between the end of the financial year to which these financial statements relate and the date of this Report.

24. 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 G to this Report.

25. INTERNAL FINANCIAL CONTROL SYSTEM

26. HUMAN RESOURCES

The Company recognizes its human resources as one of its prime & critical resources. The relations between the Management and the Staff Members remained very cordial throughout the year under review. As on 31^st March, 2016, the Company had 386 permanent employees at its manufacturing plants and administrative office.

27. EXTRACT OF ANNUAL RETURN AS ON 31^stMARCH, 2016

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

28. BOARD MEETINGS HELD DURING THE FY 2015-16

During the financial year 2015-16, Seven (7) Board Meetings were held on 8^th May, 2015, 3^rd July, 2015, 10^th August, 2015, 7^th November, 2015, 8^th February, 2016, 20^th February, 2016 and 15^th March, 2016, details of which are furnished in the Corporate Governance Report forming part of this Report. The gap between any two Meetings did not exceed 120 days.

29. PROMOTER GROUP

The Promoter Group comprises of Mr. Pradeep Goyal, Mrs. Neeru Goyal, Rabale Engineering India Pvt. Ltd., and S. V. Shah Construction Services Pvt. Ltd. The Promoter Group holding in the Company currently is 70.03% of the Company''s paid up Equity Capital i.e. an increase of 2.65% as compared to the financial year ended 31^st March, 2015.

30. PARTICULARS OF EMPLOYEES

In terms of the provisions of Sub Rule 2 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, names and other particulars of the employees are given in Annexure I to this Report.

31. SPECIAL BUSINESS

32. 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:

- 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.

- There were no frauds reported by the Auditors under Sub section (12) of Section 143 of the Companies (Amendment) Act, 2015, to the Audit Committee, Board of Directors or Central Government.

33. ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and acknowledge with gratitude the support and co-operation extended by the Government authorities, Union Bank of India (bankers), customers, vendors, clients, employees and members during the year under review and look forward to their continued support.

For and on Behalf of the Board of Directors

Place: Navi Mumbai Sd/-

Date: 6^th August, 2016 Pradeep Goyal

Chairman and Managing Director

DIN:00008370

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, 2012

The Directors are pleased to present the Twenty Ninth Annual Report together with the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS :

Rs. in Lacs

2011-12 2010-11

Revenue from Operations and Other Income 11797.41 8788.35

Less: Excise Duty 541.98 446.85

11255.43 8341.50

Profit before Interest, Depreciation and Tax 1360.23 1132.81

Less : Finance Costs 440.30 341.58

Less: Depreciation and Amortization cost 181.44 166.60

Less: Preliminary expenses written off 2.80 0.74

Profit before Tax I 735.69 623.89

Less: Provision for Income Tax 227.81 124.40

(Add)/Less: Income Tax Adjustment for prior years 0.00 (0.01)

(Add)/Less: Provision for Deferred Tax (Assets)/Liability and MAT credit entitlement (75.21) 277.34

Add: Balance of Profit and Loss Account from previous year 75.95 152.41

Less: Amount transferred to General Reserve 120.00 0.00

Less: Dividend on 10% Optionally Convertible Cumulative Redeemable Preference Shares (OCCRPS) for the years ended March 2000, 2001 and 2002 (including Tax on Dividend of Rs. 21.42 lacs) 0.00 150.38

Less: Proposed Dividend on Equity Shares for the year (including dividend distribution tax Rs. 26.64 lacs (previous year Rs. 21.42 lacs) 190.84 148.24

Balance Carried Forward 348.20 75.95

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, 2012. 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 significantly improved its turnover to Rs. 11797.41 Lacs during the year as compared to Rs. 8788.35 Lacs (inclusive of Excise Duty) in the previous year, registering an increase of 34.23%. The profit before interest, depreciation and tax has improved from Rs. 1132.81 Lacs in the year 2010-11 to Rs. 1360.23 Lacs during the current year i.e. a growth of 20.08%. The future outlook of the CompanyÃs business is dealt within the Management Discussion and Analysis.

EXPORTS :

During the year, the Company has achieved exports earning of Rs. 6665.64 Lacs as compared to Rs. 3836.45 Lacs in the previous year, showing an increase of 73.74%. This has been achieved mainly due to export of higher value added products and greater customer satisfaction as also the improved market conditions in the Western world such as USA and Europe. Development of new customers also 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.

QUALITY:

The Company uses an in-house laboratory, process control, continuous improvement principles and an online integrated system to closely monitor the quality of its operations. These quality assurance systems have been approved by Global Original Equipment Manufacturers (OEMs) including nuclear grade and high-pressure equipment OEMs in Germany, USA and Canada. The Company is certified to ISO 9001:2008 (for sixteen consecutive years) and TUV Pressure Equipment Directive 97/23/EC (PED) standards.

The Company uses state-of-the-art machinery with sophisticated tool-room equipment to manufacture its forgings. The Company also employs hi-tech design and analysis software to create dies and tooling that play a key role in the production of forgings. The manufacturing plant is integrated with complete facilities for testing, cutting, die making, forging, heat-treatment and finishing. Recently, The Company improved its machining capacity and capabilities by adding new Computer Numerical Control (CNC) machines and Vertical Machining Centers (VMC).

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 Stock Exchange, a separate report on Corporate Governance and Management Discussion and Analysis giving details of the CompanyÃs business and operating results are annexed as Annexure B and Annexure C.

DIRECTORS:

Your Directors regret to report the sad demise of Mr. Dinesh T Parekh on 26th January, 2012. Mr. Dinesh T Parekh joined the Board in 2003. His expertise and contribution to the Board were excellent. The Board places on record its grief over his sudden demise and express its gratitude for his contributions.

During the year, Mr. Rajnikant D. Shroff resigned from the Board. The Directors place on record their sincere appreciation for his services and valuable contribution in the development and growth of the Company.

Further, pursuant to the provisions of Section 260 of the Companies Act, 1956 and as per the provisions of the Articles of Association of the Company, Mr. Jaidev R. Shroff and Mr. Rakesh Kumar Agarwal have been appointed as Additional Directors with effect from 12th August, 2011 and Mr. Rajeev D. Mehrotra from 5th May, 2012. The Company has received separate notices from the Members for their appointment as Directors, liable to retire by rotation.

Further, in accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Omprakash Agarwal and Mr. Raj Kumar Mittal, 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 Stock Exchange, the brief resume of Mr. Omprakash Agarwal, Mr. Raj Kumar Mittal, Mr. Jaidev R. Shroff, Mr. Rakesh Kumar Agarwal and Mr. Rajeev D. Mehrotra are provided in the Notice convening the Annual General Meeting of the Company.

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

RE-APPOINTMENT OF THE CHAIRMAN & MANAGING DIRECTOR AND REVISION IN REMUNERATION

The Board recommends to the Members to consider and approve the Special Resolution for re-appointment of Mr. Pradeep Goyal as Chairman & Managing Director of the Company and remuneration (including revised remuneration) paid/to be paid to Mr. Goyal and waiver of recovery of excess remuneration paid to Mr. Goyal, as per details mentioned in the Notice. The Members are also requested to authorize the Board to approach the Central Government for seeking necessary wavier/s and approval/s in the matter as mentioned in the Notice.

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, 2012, 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, 2012 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 29th 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.

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

PRADEEP GOYAL CHAIRMAN & MANAGING DIRECTOR

Navi Mumbai 30th July, 2012

REGISTERED OFFICE:

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

Mar 31, 2011

The Directors are pleased to present the Twenty Eighth Annual Report together with the audited accounts for the year ended 31st March, 2011.

FINANCIAL HIGHLIGHTS: Rs. In LACS

2010-11 2009-10

Sales and Other Income 9042.37 5346.63

9042.37 5346.63

Profit before Interest, Depreciation and Tax 1132.81 583.30

Less : Interest 341.58 308.51

Less: Depreciation 166.60 144.01

Less: Preliminary expenses written off 0.74 0.21

Profit before Tax 623.89 130.57

Less: Provision for Income Tax 124.40 22.20

(Add)/Less: Income Tax Adjustment for prior years (0.01) 1.94

Add: Balance of Profit and Loss A/c 152.41 119.49

Less : Provision for Deferred Tax Assets/Liability (including Rs. 188.15 Lacs for previous years) 277.34 73.51

Less: Dividend on 10% Optionally Convertible Cumulative Redeemable Preference Shares (OCCRPS) for the years ended March 2000, 2001 and 2002 150.38 0.00 (including dividend distribution tax of Rs. 21.42 Lacs)

Less: Proposed Dividend on Equity Shares for the year (including dividend distribution tax of Rs 21.11 Lacs) 148.24 0.00

Balance Carried Forward 75.95 152.41

DIVIDEND:

As approved by the Members at the Extra Ordinary General Meeting held on 6th May, 2011, the payment of dividend on 10% OCCRPS for the period from 1st October, 1999 to 31st March, 2002 is being made. The Directors are pleased to recommend a dividend of 10%, i.e. Re 1 for every single Equity Share held by the members as on the date of the Annual General Meeting of the Company.

PERFORMANCE:

The Company has significantly improved its turnover to Rs. 8990.43 Lacs during the year as compared to Rs. 5280.69 Lacs in the previous year, registering an increase of 70.25%. The profit before interest, depreciation and tax has gone up by 94.21%. The cash accruals for the year have increased to Rs. 1008.41 Lacs. The future outlook of the Companys business is dealt within the Management Discussion and Analysis.

EXPORTS:

During the year, the Company has achieved exports Earning of Rs. 3836.45 Lacs as compared to Rs. 2287.17 Lacs in the previous year, showing an increase of 67.74%. This has been achieved mainly due to higher value of products and greater consumer satisfaction as also the improved market conditions in the Western world such as USA and Europe. Your Company is confident to increase further its export performance in the coming years by exploring new markets, developing new products and targeting new customers.

CAPITAL STRUCTURE:

With a view to strengthen the capital Structure of the Company, the following steps have been taken:-

i) 12,00,000 warrants convertible into Equity Shares of Rs. 10/- each at a price of Rs. 19/- each, have been issued to Rabale Engineering India Private Limited (Promoters Group), in terms of the approval of the Members

taken at the Extra Ordinary General Meeting held on 28th January, 2011.

ii) Authorized Share capital of the Company has been increased from Rs. 20 Crores to Rs.24 Crores, in terms of the approval of the Members taken at the Extra Ordinary General Meeting of the Company held on 6th May, 2011.

iii) The Company has made arrangement for raising funds by way of a preferential issue of 29,00,000 Equity Shares of Rs. 10/- each at a premium of Rs. 12/- per Share on private placement basis and 4,50,000 Warrants convertible in to Equity Shares of Rs. 10/- each at a premium of Rs. 12/- each, to the Promoters Group, in accordance with the applicable SEBI ICDR and approval of the Members taken at the Extra Ordinary General Meeting of the Company held on 6th May, 2011.

iv) 5,19,800 10% Optionally Convertible Cumulative Redeemable Preference Shares (OCCRPS) of Rs 100/- each, aggregating to Rs. 51,980,000/-, are presently redeemable into two equal yearly instalments of Rs. 25,990,000 each on 31st March, 2013 and 31st March, 2014. The dividend on these shares is also payable for the period from 1st April, 2002 and onwards. The consent of all the holders of OCCRPS has been obtained for modification of the terms of OCCRPS and for redemption thereof on or before 31st July, 2011, at a premium of Rs. 50/- per share. Subject to the approval of the Members at the forthcoming Annual General Meeting, the OCCRPS shall be redeemed out of the funds raised / to be raised by way of Equity Shares / Warrants as aforesaid.

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 Europe 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 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 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, Mr. Kewal K. Nohria, Mr. Suresh G. Vaidya and Mrs. Neeru P. Goyal, Directors of the Company, retire by rotation and being eligible, have offered themselves for re-appointment.

During the year, Mr. Rakesh Kumar Agarwal resigned from the Board. The Directors placed on record their sincere appreciation of his services and valuable contribution in the development and growth of the Company.

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, 2011, 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, 2011 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 28th 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

PRADEEP GOYAL CHAIRMAN & MANAGING DIRECTOR

Navi Mumbai, 9th May, 2011

REGISTERED OFFICE :

Pradeep Metals Ltd., R Ã 205, MIDC, Rabale, Navi Mumbai Ã 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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