prakash industries ltd Directors report

Dear Shareholders,

Your Directors have pleasure in presenting the 42^nd Annual Report on the business & operations of the Company together with the Audited Statement of Financial Accounts for the year ended 31^st March, 2023.

FINANCIAL RESULTS

(Rs in Crores)

	ended 31st March, 2023	ended 31 st March, 2022
Net Sales	3443.75	3928.72
Other Income	11.39	8.48
Total Income	3455.14	3937.20
EBITDA	424.57	399.34
Depreciation	151.74	157.85
Financial Expenses	82.35	72.67
Profit before exceptional item and tax	190.48	168.82
Exceptional Items	–	169.98
Less: Transferred from
General Reserve	–	169.98 –
Provision for Taxes	–	0.10
Profit after tax	190.48	168.72
Other Comprehensive Income	(0.50)	3.22
Total Comprehensive Income	189.98	171.94

PERFORMANCE

During the year under review, the Company achieved Net Sales of Rs 3443.75 crores as against Rs 3928.72 crores in the previous year. The EBITDA for the year was Rs 424.57 crores as against Rs 399.34 crores in the previous year, up by 6.32% over the previous year. After providing for interest, depreciation and tax, the profit after tax of the

Company also grew by 12.90% from Rs 168.72 crores to Rs 190.48 crores resulting in EPS of Rs 10.64 in the current year. During the year, the Global and Indian outlook continued to remain uncertain due to the ongoing Russia-Ukraine conflict and monetary policy tightening by major economies in the world. Despite all these factors, the Company was able to achieve growth in its operating margin. The EBITDA margin grew from 10.16% to 12.33% on YoY basis largely owing to lower coal cost on account of higher supplies from Long Term Coal Linkages.

FUTURE PROSPECTS

The Company has long term coal linkages from Coal India Ltd. in place which provide long term stability to the operations and improve financial performance of the

Company.

Further, consequent to the grant of Vesting Order by the Ministry of Coal for Bhaskarpara Commercial Coal Mine, the Public Hearing for Environmental Clearance was successfully conducted and the Mining lease is expected to be executed in favour of the Company in FY 2024. The Company expects to commence the coal extraction from the mine soon thereafter. This mine shall go a long way in enhancing the profitability of the Company.

DIVIDEND

After careful assessment of the available profit during the financial year ended 31^st March, 2023, your Board have not recommended any dividend for the financial year ended 31^st March, 2023.

The Board has framed a Dividend Distribution Policy which is available on the Company website at the link www.prakash.com.

ENVIRONMENT

The Company always keep the Environment protection and sustainable growth on top most priority and gives the utmost importance to Environment, Legal & Statutory requirements, Corporate Social Responsibility(CSR), supply of quality products and ensuring the healthy and Safe work environment for its employees. The Company is committed to address all the Environmental, Quality, Safety and Social concerns through its IMS Policy and its effective implementation and adherence by all the employees. The IMS policy is formulated with a well structured and systematic approach for achieving continuous improvement for sustainable development of the organization. The Environmental considerations are embedded into all business decisions & Processes during its design stage itself. The Company continuously strives to improve the Environmental performance by minimizing the environmental impact by periodically reviewing the

Environmentalpolicy&puttingcontinuouseffortsfor a clean Environment by Upgrading the equipments with best Environmental protection technologies.

In addition to complying with all applicable environmental laws, Company has taken following measures for a neat & clean Environment:

- Strict adherence to environmental legislation.

- Installation of efficient and best in class Pollution Control System to control Air & Water Pollution.

- For conservation of natural resources Coal char generated from Sponge Iron Plant is used as fuel in Captive Power Plant.Similarly metal recovered from waste slag is reused in steel making to conserve natural resources and energy. Other wastes of Sponge Iron Division like Cooler Oversize and Accretion Material is also being used in SAF Division to conserve the natural resources.

- Effective management of Hazardous waste, Solid waste, Bio-medical waste, Batteries Waste & E-waste through authorized recyclers as per CPCB guidelines.

- Adoption of cleaner technologies to reduce the consumption of fuel and water for plant Operations and to Ensure Zero Liquid Discharge (ZLD) Status.

- Installation and effective implementation of Online

Continuous Emission & Effluent Monitoring Systems

- Implementation of Energy conservation & Water conservation plans to ensure the optimum use of Energy and water in the plant Operations.year i.e. since 31

- Extensive green belt development program inside & outside factory premises for ensuring the green and clean work environment in and around the plant premises.

SAFETY

The Company has always prioritized the "SAFETY" in all of its operations. Company is committed to provide the Safe and healthy work environment to ensure the safety of its employees, contractors and the visitors through effective implementation of IMS Policy, Providing all Safety PPE and Gadgets, ensuring Safe working condition and practices in the operations and Maintenance of various equipments.

The Company aims to improve the health and safety parameters, reduce the possible risks through people participation, capability building & implementation of the safety management systems in various processes. The Company has developed Safety Standards, SOPs, Safety Manual systems and procedures in accordance to ISO-45001 which addresses the Employee Safety, Occupational Health and Emergency Preparedness and Hygiene. The Company has a well structured system for periodically review of safety policies, objectives and targets for continual improvements through corrective and preventive actions.

Some of the efforts safety in the plant are as follows:

- Periodic review of safety policies, objectives and targets for continual improvements through corrective and preventive measures.

- Ensured safe and healthy working through "Zero Accident" policy.

- Provided the Safety Induction Training and Work related Safety Training to all employees & Contractor employees on regular basis.

- Provided appropriate personal protective equipment to all employees / contractors / visitors.

- Provided facilities for firefighting, fire hydrant system & fire tenders and well trained Fire fighting team for handling the emergencies.

- Adopted best industrial practices and highest standards of safety in accordance with the requirements of relevant statutory provisions.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE

. COMPANY

There have been no material changes and commitments affectingthe financial close of financial ^st March, 2023 and to the date of the report.

Further, it is hereby confirmedthat there has been no change in the nature of business of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHEREGULATORSORCOURTSORTRIBUNALS

During the period under review there were no significant and material orders passed by the Regulators/Courts or Tribunals impacting the going concern status of the Company and its operations in future.

DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Companys policy for determining material subsidiaries is available at www.prakash.com.

AMOUNT CARRIED TO ANY RESERVE (IF ANY) The Company transfered an amount of Rs 300 Crores to its general reserve.

CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE

The Companys approach towards Corporate Social Responsibility (CSR) is to interweave social responsibility of the Company into Companys mainstream business functions. CSR is an integrated part of the Company Policy. The Company is committed to bring a tangible change in the lives of people living in the surroundings by giving being done by the Company to ensure them employment opportunities, as well as by their socioeconomical development. All CSR initiatives are being planned, executed and monitored by the Committee/ Board. The CSR programs are aligned with Govt. mandate at Local and State Level and as per the specific needs of the Community.

Some of the initiatives taken by the Company in field socio economical development, education & health are -

- Water resource management - provided drinking water facilities, construction of drainage system, construction of bathing place, deeping renovation of ponds etc.

- Environmental improvements in nearby areas by planting trees.

- Extensive Green belt development program, cleaning roads, spreading awareness about Swachh Bharat, water spraying on roads, encouraging Hygiene, conservation of natural resources etc.

- Promotion of education - training & awareness program extending support to children for their education, provided different facilities for schools, provided apprentices training to the nearby students to increase their skill.

- Promoting preventive health care & medical camps, medical aids and ambulance facility.

- Women empowerment through focused initiatives to support them for their livelihood & improved life by way of employment as well as trainings financial support to

Anganwadi Centers.

- Extending support in National, State & rural level sports program & ensured active participation of nearby Villages.

- Promotion of rural sports.

A Board level Committee of CSR has been constituted. The details of membership of the Committee & the meetings held are detailed in the Corporate Governance Report, forming part of this Report. The Corporate Social Responsibility Policy is available on the website of the Company at the link www.prakash.com.

The Annual Report on Corporate Social Responsibility activities is annexed to this report as Annexure 1.

BOARD EVALUATION

During the year, the annual evaluation of the performance of the Board, its Committees and of individual Directors has been made under the provisions of the Companies Act 2013, relevant Rules and the Corporate Governance requirements as prescribed under Regulation 17 of Listing Regulations, 2015 and the circular issued by SEBI with respect to Guidance Note on Board Evaluation from time to time.

In a separate meeting of Independent Directors, performance of Non Independent Directors and performance of the Board as a whole was evaluated. Further, they also evaluated the performance of the Chairman of the Company, taking into account the views of the Executive Directors and Non-executive Directors.

NUMBER OF MEETINGS OF THE BOARD

The details of the Board Meetings and other Committee Meetings held during the financial year 2022-23 with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report, which is part of annual report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations / confirmations from all the Independent Directors of the Company as required under Section 149(7) of the Act read with Rule

6 of the Companies (Appointment and Qualifications of

Directors) Rules, 2014 and Regulation 25(8) of the SEBI Listing Regulations, 2015.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of Regulation 25(7) of the Listing Regulations, 2015, the Company has put in place a Familiarization Programme for the Independent Directors to familiarise them with the Company, their roles, rights, responsibilities in the Company and nature of the industry in which the Company operates. The details of familiarisation programs held during the year are available on the website of the Company at the link www.prakash.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The following persons are the Key Managerial Personnel of the Company as per the provisions of Section 203 of the Companies Act, 2013. i) Shri Vikram Agarwal, Managing Director ii) Shri Deepak Mishra, Chief Financial iii) Shri Arvind Mahla, Company Secretary In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Shri Kanha Agarwal retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Shri M.L Pareek resigned as Whole-time Director with effect from close of business hours on ^th July, 2022. Shri Ashwini Kumar resigned as Company Secretary and

Compliance Officer of the Company with effect from close of business hours on 24^th May, 2022.

Shri Arvind Mahla was appointed as Compliance Officer of the Company with effect from 25^th May, 2022 and further appointed as Company Secretary and Compliance

Officer with from 2 effect ^nd August, 2022.

The Board of Directors has appointed Shri Sanjay Jain as additional Director [Whole time Director designated as Director (Operations)] of the Company for the term of 3 (three) consecutive years on Board of the Company with effect from 2^nd August, 2022 and further members approved the same on 28^th September 2022. The Board of Directors has reappointed Shri Ved Prakash Agarwal as Whole-time Director designated as Chairman of the Company for the term of 5 (Five) consecutive years on the Board of the Company with effect from 1^st April, 2023 subject to approval of members of the Company. The Board of Directors has reappointed Dr. Satish Chander Gosain as Independent Director of the Company for the second term of 5 (Five) consecutive years on the

Board of the Company with effect from 13^thAugust, 2023 subject to approval of members of the Company.

BOARD COMMITTEES

All Committees of the Board of Directors are constituted in line with the provisions of the Companies Act, 2013 and applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DEPOSITS

Company has not accepted any deposits during the year under review.

TRANSFERS TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to applicable provisions of the Companies Act, 2013 ("Act") read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund ("IEPF" or "Fund") established by the Central Government, after completion of seven years from the date of dividend becoming unpaid / unclaimed. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the members for seven consecutive years or more, shall also be transferred to the demat account created by the IEPF Authority.

The Company has transferred such unpaid or unclaimed dividends and corresponding shares to IEPF, up to the financial year ended 31^st March, 2014 after due compliances.

Members/claimants whose shares and/or unclaimed dividend, have been transferred to the IEPF Demat Account or the Fund, as the case may be, may claim the shares or apply for unclaimed dividend by making an application to the IEPF authority in Form IEPF-5 (available on http://www.iepf.gov.in) along with requisite fee as decided by the IEPF authority from time to time. Details of shares/members in respect of which dividend has not been claimed, are available on our website at www.prakash.com. The members are encouraged to verify their records and claim their dividends of all the earlier seven years, if not claimed.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013 (Act), the Board of Directors, to the best of their knowledge and ability, confirm

I. in the preparation of the annual accounts, the applicable standards have been followed and there are no material departures, II. 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 that

III. 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, IV. they have prepared the accounts on a going concern basis, V. 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

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

STANDALONE ACCOUNTS

The Standalone financial statements for the year ended

31^st March, 2023 have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 together with the comparative period data as at 31^st March, 2023 and for the previous year ended 31^st March, 2022.

AUDITORS & AUDITORS REPORTS

i) Statutory Auditors

The Board of Directors have appointed M/s Chaturvedi & Co., Chartered Accountants, (FRN:302137E) as

Statutory Auditors of the Company for a term of five years beginning from 40^th Annual General Meeting of the Company, upto the conclusion of the 45^th Annual General Meeting of the Company.

The Auditors in their Report to the members, have given one qualified opinion and the explanations of

Board with respect to it in pursuant to section 134(3) (f) of Companies Act, 2013 is as follows:

Explanations to note on Basis for Qualified opinion of

Independent Auditors Report

- The net deferred tax liability computed in terms of Ind AS-12 "Income Tax" amounting to Rs2905 lakhs has been adjusted against Securities Premium Account. This has been in terms of Honble Punjab & Haryana High Court order dated 23^rd August 2007.

ii) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Shri Bhoopendra Kumar Bohra, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure 2 in prescribed format MR- 3 as per Companies Act, 2013 and under SEBI Listing Regulations. iii) Cost Auditors

Pursuant to Section 148(1) of the Companies Act, 2013 Company is required to maintain cost records as specified by the Central Government and accordingly such accounts and records are made and maintained. Accordingly the Board of Directors in its meeting held on 16^th May, 2023 has appointed M/s. Rakshit & Associates, (FRN:101951) Cost & Management Accountants, on the recommendation of the Audit Committee, for auditing the cost records of the Company for the Financial Year 2023-24. Appropriate resolution seeking your ratificationof the remuneration of Cost Auditors, is included in the Notice convening the 42^nd AGM of the Company

CHANGES IN CAPITAL STRUCTURE

There was no change in the authorised capital and paid up capital structure of the Company during the financial year 2022-23.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans, guarantees, investments made and securities provided by the Company pursuant to Section 186 of the Companies Act, 2013, if any, are given in the notes to the financial statements, which form part of the

Annual Report.

RELATED PARTY TRANSACTIONS [RPT]

All the Related Party Transactions entered during the year were in the ordinary course of business and on arms length basis and in compliance with the applicable provisions of the Companies Act, 2013 and Listing

Regulations. There are nomateriallysignificantrelated party transactions made by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict of interest with the Company at large. All the related party transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on quarterly basis, specifying the terms & conditions of the transactions.

The Policy on materiality of related party transactions and dealing with related party transactions are available on the Companys website at www.prakash.com.

The details of the related party transactions as required under Section 134(3)(h) r/w Rule 8 (2) of the Companies (Accounts) Rules, 2014 and under Regulation 34(3) & 53(f), Para A of Schedule V of SEBI (LODR) Regulations, 2015 is attached as Annexure 3.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) & (10) of the Act and the SEBI Listing Regulations, 2015, a Vigil Mechanism and Whistle Blower Policy for Directors, employees and other stakeholders to report genuine concerns has been established. The same is also uploaded on the website of the Company at www.prakash.com.

NOMINATION AND REMUNERATION POLICY

The Company has a Nomination and Remuneration Committee of Directors. Members of said Committee are Non-executive and Independent Directors. The Committee met twice during the year. Details of the role and responsibilities of the Committee, the particulars of meeting(s) held and attendance of the Members at such meeting(s) are given in the Corporate Governance Report.

The Board has framed a Nomination and Remuneration policy which is available on the Company website at the link www.prakash.com.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act

2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure 4 to this Report.

In terms of the provisions of Section 197(12) of the Companies Act 2013 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 forms part of this Annual Report and is attached as Annexure 4A.

RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has set up a Risk Management Committee. The Committee assessed various risks pertaining to

Operations & Maintenance of Plants, financial and other organizational risks which are assessed, evaluated and continuously monitored for taking effective steps.

The Companys internal control procedures includes internal financial controls, ensure compliance with various policies, practices and statutes and keeping in view the organizations pace of growth and increasing complexity of operations. Details of internal control system and its adequacy are furnished in "Management Discussion & Analysis Report", forming part of this Report.

ANNUAL RETURN

The copy of draft Annual Return as required under Section 92(3) and Section 134(3)(a) of the Act has been placed on the website of the Company at www.prakash.com.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has a policy on prohibition, prevention and redressal of Sexual Harassment of women at work place and matters connected therewith, which is available on website of the Company at www.prakash.com. During the financial year 2022-23, no complaint was received under this policy.

DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, the Corporate Governance Report with the Practising Company Secretarys Certificate and Management Discussion and Analysis are attached as Annexure 5, 5A, 5B and 5C. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT :

The Business Responsibility & Sustainability Report as required under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, describing the initiatives taken by the Company from an environmental, social and governance perspective, form an integral part of this Annual Report and annexed hereto as Annexure 6.

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

The particulars relating to conservation of energy, technology absorption, research & development and foreign exchange earnings and outgo, as required to be disclosed under the Act are annexed as Annexure 7.

ACKNOWLEDGMENTS

Your Directors wish to thank all stakeholders, employees and business partners and Companys bankers for their continued support and valuable co-operation. The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company.

	By Order of the Board
Place : New Delhi	Sanjay Jain	Vikram Agarwal
Dated : 16th May, 2023	Whole-time Director	Managing Director
	DIN 00038557	DIN:00054125