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EQUITY - MARKET SCREENER

Precision Wires India Ltd
Industry :  Mining / Minerals / Metals
BSE Code
ISIN Demat
Book Value()
523539
INE372C01037
26.6860966
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
PRECWIRE
35.32
2252.88
EPS(TTM)
Face Value()
Div & Yield %
3.57
1
0.48
 

As on: Apr 17, 2024 02:05 PM

TO THE MEMBERS

Your Directors have pleasure in presenting the Thirty Fourth (34th) Directors' Report of your Company along with Audited Financial Statements for the financial yearended 31st March, 2023.

1. FINANCIAL RESULTS:

(Rupees in Lakhs)

2022-23 2021-22
Revenue from operations (including Excise Duty & GST) 367858.75 325491.97
Less: GST 64500.86 57177.72
Revenue from operations (Net) 303357.89 268314.25
Operating Profit 10646.73 11740.39
Add: Other Income 2189.06 690.30
Profit before Financial Charges, Depreciation & Taxes 12835.79 12430.69
Financial Charges 3290.64 2490.15
Depreciation 1416.82 1516.85
Profit before Taxes & Extra-ordinary Items 8128.33 8423.69
Extra-ordinary Items - -
Profit before Taxes 8128.33 8423.69
Less: Provision for Tax 2179.02 2122.61
Profit after Tax 5949.31 6301.08
Other Comprehensive Income (net of taxes) 218.79 (30.35)
Total Comprehensive Income for the period 6168.10 6270.73
Add: Balance broughtforward from last Account 4894.68 3011.58
Balance available : (A) 11062.78 9282.31
Which the Board of Directors have appropriated as under:
(i) Transferto General Reserve 4000.00 3000.00
(ii) (a) Dividendpaid:F.Y. 2020-21:
- Final Dividend @ 40% (on Rs.5/- per Share) 462.54
(b) Dividendpaid:F.Y. 2021-22:
- 1st Interim Dividend @ 35% (on Rs.5/- per Share) 404.73
- 2nd Interim Dividend@ 45% (on Rs.1/- per Share) 520.36 925.09
- Final Dividend @ 45% (on Rs.1/- per Share) 578.18
Total Dividend for F.Y. 2021-22 paid @ 130% Rs. 1503.27 Lakhs
(c) Dividend paid : F.Y. 2022-23 :
- 1st Interim Dividend @30%(on Rs.1/-perShare) 346.91
- 2nd Interim Dividend@ 30% (on Rs.1/- per Share) 520.36 867.27
Total Interim Dividend paid for F.Y. 2022-23 Rs.867.27 Lakhs
The Board of Directors has recommended Final Dividend @ 36% for the year under review, subject to approval by Members.
(B) Sub Total of above 5445.45 4387.63
Balance carried forwarded in Profit & Loss A/c (A-B) 5617.33 4894.68

2. DIVIDEND AND RESERVE:

Your Directors are pleased to recommend a Final Dividend of Rs. 0.36 Paise per share (0.36%) per equity share of face value of Rs.1/- each for the year ended 31st March, 2023, subject to the approval of Members at the ensuing Annual General Meeting (AGM) of the Company.

The Two Interim Dividends at the rate of Rs.0.30 (30%) each, per equity share for the year was recommended at the Board Meetings held on 10th August, 2022 and 11th February, 2023 paid in September, 2022 and March, 2023 respectively.

In view of the changes made under the Income-Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

The dividend recommended is in accordance with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is available on the Company's website: https://precisionwires.com/policies/.

Share Capital

a. During the Financial year 2022-23 under review, the Company has issued and allotted Bonus Equity Shares in the ratio of 2:1 (one equity shares against two equity shares held) at the meeting held on 11th November, 2022. The Shareholders who were holding Two Equity shares as on 23rd December, 2022, being the record date have been allotted one equity shares of Rs.1/- each. Consequently, the Company has issued and allotted 5,78,18,115 Equity Shares of Rs.1/- each fully paid up.

b. Further, during the year under review the Company has issued and allotted 52,03,630 Equity Shares at a price of Rs.73.41 each, aggregating to equity shares valued at Rs. 38.20 crores, to the Non-Promoter Investors on Preferential basis. All the statutory Compliance and approvals pertaining to above mentioned issue of equity shares on preferential basis have been Complied by 16th April, 2023.

c. The Company has received all the approval and the Shares got listed on both the Stock Exchanges i.e. NSE and BSE. The Share Capital of the Company Stood at Rs. 1786.58 lakhs (Rs.1156.65 lakhs) lakhs consisting of 17,86,57,975 Equity Shares of Rs.1/- each fully paid up.

Transfer to Reserve:

Rs. 4000.00 Lakhs Amountwas transferred to General Reserve during the year.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In accordance with the applicable provisions of Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority. The details relating to amount of dividend transferred to the IEPF and corresponding shares on which dividends were unclaimed for seven (7) consecutive years, are provided on the website of the Company www.precisionwires.com.

During the financial year 2022-23, the Company has transferred 97279 (includes shares allotted pursuant to Bonus issued) equity shares to Investor Education and Protection Fund (IEPF).

3. OPERATIONS:

During the year under review, the production, sales and revenue from operations were higher than the previous year. This is due to normal demand from OEM Sector in the country. Increased interest of Multinational Corporations was observed in our country during the year FY 2022-23, which may benefit Indian economy in general and electrical equipment sector in particular. Stiff domestic Competition in our manufacturing sector continued.

Volatility/Fluctuations in the price of Copper as well as in the rate of Foreign exchange continued during FY 2022-23. Domestic/lnternational price of Copper was marginally lower compared to previous year. However the Indian rupees weakened by about 7% YOY v/s USD.

As matter of policy and safeguard, so as to avoid market risk, your Company generally enters into back-to-back transactions, as far as possible for the procurement of Copper against the sales of finished goods.

Exports during the year was substantially higher. The stiff competition and tariff discrimination was experienced.

Due to improved economy activity the consumption of Copper were higher in our country during the current fiscal. Imports were substantial, particularly from Japan, due to favorable custom duty regime.

Tuticorin plant of M/s Vedanta Limited, one of our major Copper Rod suppliers, continued to be shut during the year. Your Company made sufficient alternate arrangement for procurement from other major domestic producer Hindalco and some quantity from DNH Silvassa unit of M/s Vedanta Limited.

As interest rates rose sharply during the year, which resulted in, increase in the finance costs. Due to impact of inflation, we faced high costs of Insulating Varnish/Wire enamel, Chemicals, Packaging Material during the year. The power tariff in our area increased substantially during the FY 2022-23.

Expansion/Modernization Project.

During the year under review, we finalized and placed all the major purchase orders and completed the civil works for our new expansion/modernization project at Silvassa for estimated about 9000 MT/per year capacity at an estimated approx, cost of Rs. 70 Crores, for which the Company has been sanctioned a term loan of Rs. 35 Crores by HDFC Bank Limited. The project is now in advanced stage of implementation. Some ofthe equipments have already been commissioned. The project is likely to be completed by early of third quarter FY 2023-24 and effect thereof will accrue in Q3/Q4 of FY 202324 onwards. Some old capacity also may be partly de-commissioned during the year as part of ongoing modernization.

All figures mentioned are in below in Rs. lakhs.

The Total Revenue from Operations (net of taxes) is Rs.303357 (268314). PBDIT is 13835 (12430). Finance Cost is Rs.3290 (2490). Depreciation is 1416 (1516). PBT is 9128 (8423). Provision for Tax is 3179 (2122). PAT is 5949 (6301). Other Equity (Excluding revaluation) went up to 43244 (35331). Our Current Ratio 1.74 (1.52) and Debt Equity Ratio 0.04 (0.06). Profits during the year moderated mainly due to high impact of inflation and Finance Cost.

Despite the high inflation, increased in finance cost and volatile input rates/FX, your Company has put up steady and good performance. Declared Dividends, issued the bonus equity shares to the members and discharged all its financial commitment and obligation on time without any delay or defaults and moratorium.

Due to all the above factors, the macro-economic and Fiscal situation will remain challenging.

4. NUMBER OF BOARD MEETINGS HELD:

During the year under review, 9 (Nine) meetings of the Board of Directors were held as under:

27th May, 2022, 11"1 June, 2022, 11,h August, 2022, 10"1 November, 2022, 16,h December, 2022, 23rd December, 2022, 06,h January, 2023, 11,h February, 2023 and 18,h February, 2023.

As per the relaxation given by MCA and SEBI due to the Covid-19 pandemic, all the Board meetings of the company during the year under review were held through video conferencing.

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

Sr. No. Name of the Person No. of Meeting held No. of Meeting attend/entitled
1 Shri Mahendra Mehta 9 9
2 Shri Milan Mehta 9 8
3 Shri Deepak Mehta 9 9
4 *Shri Ashwin Kothari 9 6
5 Shri Pradip Roy 9 9
6 Smt. Swati Maheshwari 9 8
7 Shri Niraj Bhukhanwala 9 9

* Shri Ashwin Kothari resigned on 06"1 January, 2023, as an Independent Director of the Company.

Further, during the year, a separate meeting of the Independent Directors of the Company was held on 11th February, 2023 to discuss and review the performance of all other non- Independent Directors, Chairperson of the Company and the Board as a whole and for reviewing and assessing the matters as prescribed under Schedule IV of Companies Act, 2013 and under Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

5. DIRECTORS' RESPONSIBILITY STATEMENT:

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

a) In the preparation of the annual accounts for the year ended 31st March, 2023, the applicable accounting standards have been followed along with properexplanation relating to 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 of the company for the same period;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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 in the company that are adequate and were operating effectively.

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

6. DECLARATION BY THE INDEPENDENT DIRECTOR:

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

7. NOMINATION AND REMUNERATION POLICY:

The Policy of the Company on Directors' appointment remuneration and other terms including criteria for determining qualifications, positive attributes, experience and any other matters as required to be provided for the Independence of a

Director as per subsection (3) of Section 178 of the Act and Regulation 19 of Listing Regulations is appended as Annexure-I to this Annual Report. The inter alia, provides that the Nomination and Remuneration Committee shall, formulate the criteria for Board membership, including the appropriate mix of Executive& Non-Executive Directors, Board Diversity and approve and recommend compensation packages and policies for Directors and Senior Management and lay down the effective manner of performance evaluation of the Board its Committees and the Directors and such other matters as provided under Section 178 of the Act and Listing Regulations.

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

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year 2022-23, following changes has taken place on the Board of Directors of the Company:

a. Shri Deepak M. Mehta, Re-appointed as Whole-Time Director of the Company for a period of three years starting from 181 August, 2022.

b. Shri Mahendra M. Mehta, re-appointed as Chairman Director ofthe for a period of one year starting from 1st October, 2022.

c. Shri Niraj Bhukhanwala, appointed for a period of 5 years as an Independent Director of the Company at the meeting held on 27th May, 2022 and subsequently confirmed by the members of the Company at the Annual General meeting held on 2nd September, 2022.

d. Shri Ashwin Kothari, Independent Director of the Company has resigned from the Company due to his age and other prior personal commitments w.e.f. 6"1 January, 2023. The Company would like to place on record the long and meritorious guidance and advice rendered to the Company by Shri Ashwin Kothari ji.

All the Independent Directors of the Company have given their declaration for the FY 2022-23 that they continue to meet all the criteria as specified under Section 149(6) & (7) of the Companies Act, 2013 and under Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that they are Independent of the management in respect of their position as an "Independent Director" in the Company.

Annual Evaluation

The Companies Act, 2013 not only mandates Board and Directors evaluation, but also requires the evaluation to be formal, regularized and transparent. SEBI has also notified Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations 2015') on 2nd September, 2015, whereby it has aligned the present Listing Agreement with the Companies Act, 2013. In accordance with the provisions of the Companies Act, 2013 and relevant Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on 27th May, 2023 undertook an annual evaluation of the performance of the Board, its committees and all the individual Directors.

9. AUDITOR:

a. Statutory Auditor

M/s. S.R. Divatia & Company, Chartered Accountants (ICAI Firm Registration No. 102646W), firm of Chartered Accountant appointed as Statutory Auditor of the from the conclusion of this 33rd AGM to the end 38"1 AGM of the Company.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors in their audit reportfor the financial year ended on 31st March, 2023.

During the year under review, Company has paid an total fees of Rs. 10 Lakhs (Rupees Ten Lakhs) to the Statutory Auditor of the Company, for the Audit of the Financial of the Company.

b. Cost Auditors:

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

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

c. Secretarial Auditor:

The Secretarial Audit Report along with Secretarial Compliance report for the financial year ended 31st March, 2023 under Companies Act, 2013, read with Rules made thereunder and Regulation 24A of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is set out in the as Annexure II to this Annual Report.

There were no qualifications, reservations or adverse remarks or disclaimers made by the Secretarial Auditors in their audit report forthe financial yearended on 31st March, 2023.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act, read with Companies (Meeting of Board and Its Powers) Rules, 2014 as on 31st March, 2023 are given in the notes to the Financial Statements forming part of this Annual report. The Company has not given any Loans/Guarantees to any individual/body corporate, except to its employees.

11. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATED COMPANIES:

The Company doesn't have any Subsidiary, JointVenture or Associated Companies.

12. RELATEDPARTY TRANSACTIONS:

All transactions entered with Related Parties, during the financial year were in the ordinary course of business and on an arm's length basis on normal commercial terms and do not attract the provisions of section 188 of the Companies Act, 2013. Thus, there are no transaction required to be disclosed under form AOC-2. There were no materially significant related party's transactions during the financial year with Promoters, Directors and Key Managerial Personnel which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements.

The Board has approved a policy for interested related party transactions which has been uploaded on the Company's website.

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

The Company in terms of Regulation 23 of the Listing Regulations submits within 30 days from the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards to the stock exchanges. The said disclosures can be accessed on the website of the Company at httDs://www.precisionwires.com.

13. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act, read with the Companies (Accounts) Rules, 2014 is given in Annexure III to this Annual Report

14. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company has been addressing various risks impacting the Company. Risk management is integral to your Company's strategy and for the achievement of our long-term goals. Our success as an organization depends on our ability to identify and leverage the opportunities while managing the risks.

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2021, the risk management Committee has made applicable to Top 1000 Companies as per market capitalization. Hence Risk management Policy and constitution of the same has become applicable to the Company.

Hence, Risk Management policy has been framed and uploaded on the website of the Company at www.precisionwires.com.

The Risk Management Committee of the Company comprised of the below mentioned Directors:

a. Shri Milan M. Mehta - Vice Chairman and Managing Director

b. Shri Niraj Bhukhanwala - Non-Executive Independent Director

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

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

15. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of the Company has constituted a CSR Committee. The Committee comprises of One Independent Director and Two Executive Directors. The CSR Policy has been uploaded on the website ofthe Company.

As required under the Companies Act, 2013, During the year under review, the Company was required to contribute Rs. 118.76 lakhs. The Company has fully contributed the entire amount to eligible entities as required pursuant to provisions of Section 135 of the Companies Act, 2013. The detailed statement in Annexure- IV is the part of the Director Report.

The CSR projects of the Company are primarily focused in the areas of Education, healthcare, promotion of Sports and skill development, social welfare, rural development and eradication of hunger and malnutrition etc.

16. CORPORATE GOVERNANCE:

Pursuant to Regulation 34 of Listing Regulations, the Corporate Governance Report together with Certificate from Practicing Chartered Accountant, on compliance with the conditions of Corporate Governance as lay down, forms a part of this Annual Report.

17. PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE:

The Company has formulated a Policy on Prevention of Sexual Harassment at Workplace for prevention, prohibition and redressal of sexual harassment at workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (hereinafter referred to as "Prevention of Sexual Harassment Act").

Internal Complaints Committees have also been set up to redress any such complaints received. The Company is committed to providing a safe and conducive work environment to all of its employees and associates. The Company periodically conducts sessions for employees across the organization to build awareness about the Policy and the provisions of Prevention of Sexual Harassment Act.

No Complaints of sexual harassment were received during the financial year 2022-23 by the Company.

18. PERFORMANCE EVALUATION:

Pursuant to the provisions of the Act, and Regulation 17 of the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria for the Board, its Committees and Directors.

The Board's functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

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

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on aspects such as attendance and contribution at Board/Committee Meetings and guidance/support to the management outside Board/Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda ofthe Board, encouraging active engagement by all Board members.

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

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors..

19. DEPOSITS:

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

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

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

21. PARTICULARS OF EMPLOYEES UNDER SECTION 197(12) AND RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The Statement of Disclosure of Remuneration under Section 197 of the Act and Rules 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rule") is appended as Annexure- V to this Directors' Report.

22. AUDIT COMMITTEE OF THE COMPANY:

The Companies Audit Committee consists offollowing Independent Directors:

a. Shri Niraj Bhukhanwala (Chairman) - Independent Director - Appointed on 06"1 January, 2023 in the Committee.

b. Shri Ashwin Kothari (Chairman) - Independent Director - Resigned on 06th January, 2023 from the Company.

c. Shri Pradip Roy- Non-Executive Independent Director.

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

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

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

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

23. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company's internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s. Kailash Chand Jain & Co, Chartered Accountants, reputed firm of Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the Industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

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

24. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

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

The Policy also provides adequate protection to the Directors, employees and business associates who report unethical practices and irregularities. Any incidents that are reported are investigated and suitable action is taken in line with the Whistle Blower Policy. The Whistle Blower Policy of the Company can be accessed at website of the Company at www.precisionwires.com.

25. MANAGEMENT DISCUSSION AND ANALYSIS:

Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section and forms part of this Annual Report.

26. BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT:

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

27. PREVENTION OF INSIDER TRADING:

In January 2015, SEBI notified the SEBI (Prohibition of insider trading) Regulations, 2015 which came into effect from May 15, 2015. Pursuant thereto, the Company has formulated and adopted a new Code for Prevention of Insider Trading.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. The Company also maintains structural Digital Data base of all insider, as directed by the SEBI.

All Board members and the designated employees have confirmed compliance with the Code.

28. OTHER DISCLOSURES:

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

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

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

d. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

e. No fraud has been reported by the Auditors to the Audit Committee or the Board.

f. 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.

g. There is no proceeding filed/pending underthe Insolvency and Bankruptcy Code, 2016.

h. All the fiscal commitment of Company have been met/discharged on time without any delay or defaults.

29. ACKNOWLEDGEMENTS:

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

The Board places on record its appreciation for the continued co-operation and support extended to the Company by various Banks, Stock Exchanges, NSDL and CDSL. The Board wishes to express its grateful appreciation for the assistance and co-operation received from Vendors, Customers Consultants, Banks, Financial Institutions, Central and State Government bodies, Dealers, and other Business Associates. The Board deeply acknowledges the trust and confidence placed by the consumers of the Company and, above all, the shareholders.

For and on behalf of the Board
Mahendra R. Mehta
Chairman and Director
DIN: 00003558
Mumbai, 27,h May, 2023