precision metaliks ltd share price Directors report

To

The Shareholders

The Directors have pleasure in presenting the Eleventh Annual Report of the Company, together with the Financial Statements, for the Financial Year 2022-2023.

Financial Highlights

(Rs. in Lakhs)

Particulars	2022-2023	2021-2022
Sales	18,862.88	12,559.67
Other Income	42.97	7.06
Total Income	18,905.85	12,566.73
Total Expenses	18,169.93	12,139.42
Profit/(Loss) Before Tax	735.91	427.31
Tax	25.87	81.02
Deferred Tax	(0.38)	0.30
Profit/(Loss) After Tax	710.43	345.98

State of Company Affairs

The Company recorded Revenue from Operations of Rs.18,862.88 Lakhs for the year ended March 31, 2023, as against Rs.12,559.67 Lakhs recorded during the previous year. It achieved PAT of Rs.710.43 Lakhs as against the corresponding previous year, PAT was Rs.345.98 Lakhs. The Turnover and the PAT increased by of the Company grew by 50.19% and 105.34% respectively. The Management also focused closely on Cost Control and Working Capital Management. This enabled for the growth in the Turnover and Profitability. Your Directors are confident of posting the targeted results in the years ahead.

Dividend

The Board have not recommended any Dividend for the Financial Year ended March 31, 2023 as the profits will be deployed for its business expansion program.

Transfer to Reserves

During the year under review, the Board of Directors decided not to transfer any profits to the General Reserves.

Share Capital

During the year under review, there was no change in the Share Capital structure of the Company. The Authorised Share Capital was Rs.16,50,00,000/- divided into 1,65,00,000 Equity Shares of Rs.10/- each and the Paid-up Capital was Rs.16,25,90,660/- divided into 1,62,59,066 Equity Shares of Rs.10/- each.

Transfer to Investor Education and Protection Fund

During the year under review, no unclaimed amount or any unclaimed shares were required to be transferred to the Investor Education and Protection Fund as required under Section 125 of the Companies Act, 2013.

Deposits

During the year ended March 31, 2023, the Company had not accepted any Deposits, as defined under the provision of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014.

Change in the Nature of Business

The Company is engaged in the processing / manufacturing of semi-finished alloy wheels by rendering added services and also other engineering services. During the year, there has been no change in the nature of the business of the Company.

Directors Responsibility Statement

Your Directors would like to state that:

- In the preparation of the Annual Accounts for the Financial Year ended March 31, 2023, the applicable Accounting Standards have been followed.

- The Directors have selected such Accounting Policies and applied them consistently and made judgements and estimates that were prudent so as to give a true and fair view of the State of Affairs of the Company as at March 31, 2023 and of the Profit or Loss of the Company for the year ended on that date.

- The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities.

- The Directors have prepared the Annual Accounts on a ‘Going Concern basis.

- The Directors had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively.

- The Directors had devised proper system to ensure compliance with the provisions of all the applicable laws and that such system were adequate and operating effectively.

Statutory Auditors

M/s. PPKG & Co Chartered Accountants (FRN:0096555) were appointed as the Statutory Auditors of the Company by the Members in the Ninth Annual General Meeting held on September 2, 2021 and shall hold the Office until the conclusion of the Fourteenth Annual General Meeting of the Company. Accordingly, the said Auditors have carried out the Statutory Audit for the Financial Year 2022-2023.

Auditors Report

The Auditors Report for the year ended March 31, 2023 does not contain any qualifications, observations, or remarks. During the year under review, the Auditors have not reported any matter under Section 143 (12) of the Companies Act, 2013.

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

Particulars relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings, and outgo, as prescribed under Sub-section 3(m) of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in Annexure -A, forming part of the Boards Report

Secretarial Audit

The Board has appointed Mr. Kashinath Sahu, Practicing Company Secretary, to conduct the Secretarial Audit for the Financial Year 2022-2023. The Secretarial Audit Report of Mr. Kashinath Sahu for the Financial Year 2022-2023 is attached as Annexure - B to the Boards Report. The Secretarial Audit Report does not contain any qualifications, reservations, or adverse remarks.

Management Discussion and Analysis

Pursuant to Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Management Discussion and Analysis, is herewith annexed as Annexure – C.

Corporate Governance

Your Company provides utmost importance to best Governance Practices and is designated to act in the best interest of its Stakeholders. Better Governance practice enables the company to introduce more effective internal controls suitable to the changing nature of business operations, improve performance and also provide an opportunity to increase Stakeholders understanding of the key activities and policies of the organisation.

Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence, the Company is not filing a Corporate Governance Report to the Stock Exchange and not providing the Corporate Governance Report as part of this Annual Report.

Annual Return

The Annual Return is placed on the website of the Company: https://precision-metaliks.com/

Directors and Key Managerial Personnel

a. Board of Directors

As on March 31, 2023, the Board constituted of the following Directors:

S No	Name of Director	DIN	Designation
1	Ms. Jayanthi Roja Ramani	05334095	Chairman / Non-Executive Director
2	Mr. Sevvana Venkata Raman Rao	09302647	Whole Time Director and CEO
3	Mr. Percy Homi Italia	00033962	Independent Director
4	Mr. Revoor Ramachandra	00490051	Independent Director

Mr. Sevvana Venkata Raman Rao resigned from the Board and Mr. Devarapalli Ramesh Babu was appointed as Additional Director under Executive Category with effect from August 24, 2023 on the Board of Directors of the Company.

b. Key Management Personnel

During the year under review, there were no changes with respect to Key Managerial Personnel(s) of the Company.

Mr. Sevvana Venkata Raman Rao resigned from the position of Chief Executive Officer of the Company with effect from closing hours of August 24, 2023.

c. Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Ms. Jayanthi Roja Ramani (DIN: 05334095) who retires by rotation and offers herself for re-appointment in accordance with the provisions of the Companies Act, 2013.

d. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Corporate Governance requirements as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 ("SEBI Listing Regulations") The Board has adopted a process for evaluating its performance and effectiveness as well as that of its committees and carried out an annual evaluation of its performance, Board Committees, and the Directors individually.

The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors based on the criteria and framework adopted by the Board. The Evaluation Criteria included various aspects such as the functionality of the Board, Compositions, Process and Procedures including adequate and timely information, attendance, the delegation of responsibility, decision making, roles and responsibility including Monitoring, Benchmarking, Feedback relationship with the Stakeholders.

Policy on Directors Appointment and Remuneration

The Nomination and Remuneration Policy of the Company available on the website of the Company at https://precision-metaliks.com/. There was no change in the Policy during the year. The salient features of the Policy are as under: Matters to be dealt with, perused and recommended to the Board by the Nomination and Remuneration Committee i.e., Size and composition of the Board, criteria to recommend Directors to the Board, Succession Plans, Evaluation of Performance, Remuneration Framework etc.

Policy for appointment and removal of Directors, KMP and Senior Management – Ascertain appointment criteria and qualifications, term and tenure of Directors, Process / Framework for Removal. Retirement etc.

Policy relating to the remuneration for Directors, KMP and Senior Management Policy Review etc.

e. Details regarding Directors Remuneration

The information relating to Remuneration paid to Directors as required under Section 197(12) of the Companies Act is given under Annexure – D.

f. Declaration by Independent Directors

The Company has received the necessary declaration from the Independent Directors as required under Section 149(7) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, confirming that they meet the criteria of Independence as laid down in Section 149(6) of the Act and that of Listing Regulations. Independent Directors comply with the Code of Conduct prescribed under Schedule-IV of the Companies Act, 2013. In the opinion of the Board, the companys Independent Directors possess the integrity, requisite experience, and expertise relevant to the industry in which the company operates. Further, all the Companys Independent Directors have registered with the Independent Directors Databank of the Indian Institute of Corporate Affairs.

Board Meetings

During the year, Ten (10) Board Meetings were held viz. April 9, 2022; May 28, 2022; June 10, 2022; July 12, 2022; August 19, 2022; September 24, 2022; October 14, 2022; November 12, 2022; December 2, 2022; February 13, 2023; March 1, 2023 in accordance with the provisions of the Companies Act, 2013 and in compliance with the Secretarial Standards of the Institute of Company Secretaries of India.

Name of the Director	Number of Board Meetings held during the Year	Number of Board Meetings attended during the Year
Mr. Percy Homi Italia	10	6
Mr. Revoor Ramachandra	10	10
Smt. Jayanthi Roja Ramani	10	10
Mr. Sevvana Venkata Raman Rao	10	8

General Meetings

During the year, the Tenth Annual general Meeting was held on September 24, 2022 at 12:00 P.M. (IST) through Video Conferencing. No Extra-ordinary General Meetings was held during the year.

Board Committees

To have more focused attention on business and for better governance and accountability, the Board has the following Committees as of March 31, 2023:

1. Audit Committee

2. Nomination and Remuneration Committee 3. Stakeholders Relationship Committee

The Board determines the terms of reference of these Committees, and their relevance is reviewed from time to time. The respective Chairman of the Committee convenes Meetings of each of these Committees. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The Minutes and proceedings of the Meetings of all Committees are placed before the Board for review. The Minutes of the Committee Meetings are sent to all Members of the Committee individually and tabled at the Board Meetings. Following are the details of the Board Committees:

Audit Committee

The Audit Committee of the Board of Directors was constituted in conformity with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013. The terms of reference of the Audit Committee are as set out in conformity with the Listing Regulations and provisions of the Companies Act, 2013. The composition of the Audit Committee is, as of March 31, 2023 as follows:

Name of the Director	Designation	Nature of Directorship
Mr. Percy Homi Italia	Chairman	Non - Executive Independent Director
Mr. Revoor Ramachandra	Member	Non - Executive Independent Director
Ms. Jayanthi Roja Ramani	Member	Non - Executive Director

All the recommendations of the Audit Committee have been accepted by the Board.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Board of Directors conforms with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Section 178 of the Companies Act, 2013.

The composition of the Nomination and Remuneration Committee as of March 31, 2023, is as follows:

Name of the Director	Designation	Nature of Directorship
Mr. Revoor Ramachandra	Chairman	Non - Executive Independent Director
Mr. Percy Homi Italia	Member	Non - Executive Independent Director
Ms. Jayanthi Roja Ramani	Member	Non - Executive Director

All the recommendations of the said Committee have been accepted by the Board.

Stakeholder Relationship Committee

The Company has constituted a Stakeholders Relationship Committee pursuant to provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The composition of the Stakeholders Relationship Committee as of March 31, 2023, is as follows:

Name of the Director	Designation	Nature of Directorship
Mr. Percy Homi Italia	Chairman	Non - Executive Independent Director
Mr. Revoor Ramachandra	Member	Non - Executive Independent Director
Mr. Sevvana Venkata Raman Rao	Member	Whole Time Director and CEO

Mr. Rakesh Kumar, Company Secretary acts as the Secretary to the above-mentioned Committees.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

The Company has not given any Loans nor provided Guarantee nor made any Investments during the Financial Year 2022-2023, which is beyond the limits as per the Section 186 of the Companies Act, 2013.

Contracts or Arrangements with Related Parties under Section 188(1) of the Companies Act, 2013

During the year, the Company had not entered into any Contract or Arrangement with Related Parties which could be considered ‘Material according to the Policy of the Company on Materiality of Related Party Transactions. Details of all Related Party Transactions are mentioned in the Notes to Financial Statements. There are no Related Party Transactions with Promoter / Promoter Group holding 10% or more Shareholding in the Company.

Details of Subsidiary Companies, Associates and Joint Venture Companies

The Company does not have any Subsidiary, Associate and Joint Venture Companies.

Internal Control Systems and their Adequacy

The Company has an Internal Control System, commensurate with the size, scale, and complexity of its operations. The scope and authority of the Internal Audit Function is defined in the Internal Audit Manual.

To maintain its objectivity and independence, the Internal Audit Function reports to the Chairman of the Audit Committee and to the Board of Directors. The Internal Audit Department monitors and evaluates the effi cacy and adequacy of the Internal Control System in the Company, its compliance with the Policies and Procedures at all levels of the Company.

Based on the Report of Internal Audit Function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee.

Industrial Relations

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

Business Risk Management

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust Risk Management Framework to identify, monitor and minimize risks as also identify business opportunities. At present, the Company has not identified any element of risk which may threaten the existence of the Company.

Material Changes and Commitments

There were no material changes and commitments affecting the Financial Position of the Company between the end of Financial Year March 31, 2023 and the Date of the Report August 24, 2023.

Risk Management Committee

The Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to constituting of the Risk Management Committee, is not applicable to the Company during the Financial Year under review.

Vigil Mechanism

Vigil Mechanism Policy has been established by the Company for Directors and Employees to report genuine concerns pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013. The same has been placed on the website of the Company https://www.precision-metaliks.com

Particulars of Employees

In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company does not have any Employee who is employed throughout the Financial Year and in receipt of Remuneration of Rs.120 Lakhs or more, or Employees who are employed for part of the year and in receipt of Rs.8.50 Lakhs or more per month.

Maintenance of Cost Records

Maintenance of Cost Records as specified by the Central Government under Act, 2013 does not apply to the Company

Listing Fees

The Company affirms that the Annual Listing Fees for the Financial Year 2022-2023 to the National Stock Exchange of India Limited (NSE) have been duly paid.

General

Your Directors state that there were no transactions in respect of the following items during the year under review requiring disclosure or reporting:

- Deposits covered under Chapter V of the Companies Act, 2013.

- Issue of Equity Shares with Differential Rights as to Dividend,

- Significant or Material Orders passed by the Regulators or Courts or Tribunals, which would impact the Going Concern status and the Companys operations in future.

- Application made or proceeding pending under Insolvency and Bankruptcy Code, 2016.

- One Time Settlement with Banks and / or Financial Institutions

- No Companies have ceased to be its Subsidiaries, Joint Ventures, or Associated Companies during the year.

Your Directors further state that the Company has constituted an Internal Complaints 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. The Company has the requisite Policy in place.

Acknowledgements

The Directors hereby acknowledge the dedicated and loyal services rendered by the Employees of the Company during the year. They would also like to place on record their appreciation for the continued co- operation and support received by the Company during the year from Bankers, Financial Institutions, Government Authorities, Business Partners, Shareholders, and other Stakeholders without whom the overall satisfactory performance would not have been possible.

Date: August 24, 2023	By Order of the Board of Directors
Place: Visakhapatnam
	Sd/-	Sd/-
	Jayanthi Roja Ramani	Devarapalli Ramesh Babu
	Director	Additional Director
	(DIN: 05334095)	(DIN: 02163058)