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EQUITY - MARKET SCREENER

Precision Wires India Ltd
Industry :  Mining / Minerals / Metals
BSE Code
ISIN Demat
Book Value()
523539
INE372C01037
31.5542822
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
PRECWIRE
13.82
943.01
EPS(TTM)
Face Value()
Div & Yield %
5.9
1
3.31
 

As on: Sep 27, 2022 09:30 AM

TO THE MEMBERS

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

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

2. DIVIDEND AND RESERVE:

Your Directors are pleased to recommend a Final Dividend of Rs. 0.50 Paise (50%) per equity share of face value of Rs. 1/-each for the year ended 31st March, 2022, subject to the approval of Members at the ensuing Annual General Meeting (AGM) of the Company.

The Two Interim Dividends @ of Rs. 1.75 (35% on face value of Rs. 5 equity Shares) and @ Rs. 0.45 (45% on face value of Rs.1/- Equity Shares) per equity share for the year was recommended at the Board Meetings held on 03rd November, 2021 and 07th February, 2022 paid in November, 2021 and February, 2022 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: http://precisionwires.com/corporate-governance/.

Share Capital

During the Financial year 2021-22 under review, the Company has sub-divided the face value of its Equity Shares from Rs. 5/- Equity share to Rs. 1/- equity Shares. The Shareholders who were holding one Equity Shares of Rs. 5/- each as on 23rd December, 2021, being the record date have been allotted 5 Equity Shares of Rs. 1/- each.

Transfer to Reserve:

Rs. 3000.00 Lakhs Amount was transferred to General Reserve during 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 http://precisionwires.com/ During the financial year 2021-22, the Company has transferred 12130 equity shares to Investor Education and Protection Fund (IEPF).

3. OPERATIONS:

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

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

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

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

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

Exports of our products, despite competition and tariff discrimination, were satisfactory.

We encountered steep inflation throughout the year in the prices of insulating varnish/ wire enamel, chemicals, plastics, polymers, packaging materials, consumables, fuel, transport etc, due to supply chain COVID related disruptions and shortages. Due to conflict in Ukraine, we expect the inflationary environment to continue during the current fiscal. RBI has started increasing the interest rates and they will continue to harden this year substantially. This could impact consumption and demand in the economy and could result in slowdown in demand for our products. Due to the above factors, sales and portability could be affected adversely in FY 2022-23.

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

All figures mentioned are in below in Rs. lakhs.

The Total Revenue from Operations (net) is Rs. 268314 (171860). PBDIT is 12431 (8280). Finance Cost is Rs. 2490 (1513). Depreciation is 1517 (1613). PBT is 8424 (5155). Provision for Tax is 2237 (1285). PAT is 6301 (3931). Other Equity (Excluding revaluation) went up to 35332 (30449). Our Current Ratio 1.52 (1.47) and Debt Equity Ratio 0.06 (0.07).

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

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

4. EXTRACT OF ANNUAL RETURN:

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

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

5. NUMBER OF BOARD MEETINGS HELD:

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

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

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 6 6
2 Shri Milan Mehta 6 6
3 Shri Deepak Mehta 6 6
4 Shri Ashwin Kothari 6 6
5 Shri Pradip Roy 6 6
6 Smt. Swati Maheshwari 6 6

Further, during the year, a separate meeting of the Independent Directors of the Company was held on 07th February, 2022 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.

6. 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 31 st March, 2022, the applicable accounting standards have been followed along with proper explanation 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.

7. 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).

8. 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

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

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

The tenure of Shri Deepak M. Mehta, Whole-Time Director and tenure of Shri Nirbhay Mehta, Vice President of the Company is getting over on 31st July, 2022 and 30th June, 2022 respectively. Their re-appointment for a period of three year has been proposed to be approved by the members of the Company in the ensuing Annual General Meeting.

All the Independent Directors of the Company have given their declaration for the FY 2021- 22 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 02nd 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, 2022 undertook an annual evaluation of the performance of the Board, its Committees and all the individual Directors.

10. AUDITOR: a. Statutory Auditor

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

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

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

During the year under review, Company has paid an total fees of Rs. 13.35 Lakhs to the Statutory Auditor of the Company, for the Audit of the Financials 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 of out 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.

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

c. Secretarial Auditor:

The Secretarial Audit Report for the financial year ended 31st March, 2022 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 for the financial year ended on 31st March, 2022.

11. 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, 2022 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.

12. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATED COMPANIES:

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

13. RELATED PARTY TRANSACTIONS:

All transactions entered with Related Parties, during the financial year were in the ordinary course of business and on an arms length basis on normal commercial terms and do not attract the provisions of section 188 of the Companies Act, 2013. Thus disclosure in form AOC-2 is not required. 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 Form AOC-2 of the Companies (Accounts) Rules, 2014 is set out as Annexure III to this Annual Report. 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 https://www.precisionwires.com.

14. 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 IV to this Annual Report.

15. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

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

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

a. Shri Milan M. Mehta - Managing Director

b. Shri Ashwin Kothari - Non-Executive Independent Director

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

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

16. 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 of the Company i.e. www.precisionwires.com During the year under review, the Company was required to spend Rs. 105.20 Lakhs. The Company has however made an excess expenditure of Rs. 6.36 Lakhs. The detailed statement in Annexure-V is the part of the Director Report.

17. 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.

18. 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 2021-22 by the Company.

19. 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 of the 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.

20. 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.

21. 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.

22. 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 VI to this Directors' Report.

23. AUDIT COMMITTEE OF THE COMPANY:

The Companies Audit Committee consists of Following Independent Directors:

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

b. Shri Pradip Roy - Non-Executive Independent Director

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

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

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

24. 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.

25. 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) of the Act and Regulation 22 of the 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.

26. 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.

27. BUSINESS RESPONSIBILITY 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 Report which forms part of this Report.

28. 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, which is uploaded on the website of the Company i.e. www.precisionwires.com 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.

29. OTHER DISCLOSURES:

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

b. None of the Auditors of the Company have reported any fraud as specified under 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. However during the year the face value of Equity Shares of the Company has been changed from Rs. 5/- each fully paid equity shares to Rs. 1/- each fully paid equity Shares.

30. 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.