premier explosives ltd Directors report

Dear Members

Your directors are pleased to present the 42nd annual report including the audited financial statements of your company for the year ended March 31, 2022.

1. Financial summary (Rs in lakhs)

	Standalone		Consolidated
	2021-22	2020-21	2021-22	2020-21
Profit / (Loss) for the year
Operating revenue	19,912.77	15,337.19	19,912.77	15,363.44
Other income	189.68	87.15	281.77	93.46
Total revenue	20,102.45	15,424.34	20,194.54	15,456.90
EBIDTA	2,228.32	664.10	2,093.12	632.11
% to Operating revenue	11.20%	4.30%	10.50%	4.00%
Profit / (Loss) before tax	729.76	(1,489.06)	698.82	(1,514.70)
Profit / (Loss) after tax	562.01	(1,074.47)	522.20	(1,091.64)
% to Total revenue	2.80%	-7.07%	2.58%	-7.06%
EPS (Rs )	5.23	(9.99)	4.93	(10.15)
Appropriations
Retained earnings at beginning of the year	8,261.99	9,336.46	8,236.60	9,328.24
Profit / (Loss) for the year	562.01	(1,074.47)	530.01	(1,091.64)
Non-controlling interest
Dividend paid for previous year and tax thereon	0.00	0.00	0.00	0.00
Retained earnings at end of the year	8,824.00	8,261.99	8,766.61	8,236.60

2. State of affairs

The performance of the company has improved significantly during the year despite of the serious covid situation and also the challenges in SMS due to the abnormal price increase of Major raw materials. The companys long term strategy has started delivering the results. Resultantly, turnover has gone up to Rs 19,912.77 lakhs from Rs 15,337.19 lakhs during previous year. Operating EBIDTA also gone up significantly to Rs 2,228.32 lakhs compared to Rs 664.10 Lakhs in previous year which was mainly due to the favourable product mix and cost control efforts. Profit after tax stands at 562.01 lakhs as compared to (Rs 1,074.47 Lakhs) for the year 2020-21.

3. Operations

Production of detonators was 24.43 million pieces as against 19.06 million pieces in previous year. The Company has executed significant portion of the supply order for Countermeasures during the year in addition to the other defence orders. Resultantly the revenues have gone up significantly in defence segment.

Operations & maintenance contracts at Sriharikota has been satisfactory during the Financial Year 2021-22. O&M contract at Solid Fuel Complex, Jagdalpur came to an end on first week of July 2021.

The production of bulk explosives declined to 6,221 tonnes from previous years 10,047 tonnes. The abnormal increase in Ammonium Nitrate price has effected the performance of Bulk explosives negatively during the year.

4. Capital expenditure

During the year the company incurred the capital expenditure of Rs 807.14 lakhs on fixed assets and Rs 194.95 lakhs on intangible assets .

5. Dividend

The Board of Directors of your company, at their Meeting held on May 26, 2022, has recommended payment of Rs 1.50/- (Rupees One and Fifty paise only) (15%) per equity share, as final dividend for the financial year ended March 31, 2022. The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company.

The dividend on equity shares for the financial year 2021-22 would aggregate to Rs 161.28 Lakhs.

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.

6. Share capital and reserves a) Share capital

The paid up Equity Share Capital of the Company as on March 31, 2022 was Rs 10,75,22,390/- divided into 1,07,52,239 equity shares of Rs 10/- each fully paid up. There was no change in the Share Capital during the year under review. b) Transfer to Reserves

The company retained the entire surplus in the Profit and Loss Account and hence no transfer to General Reserve was made during the year.

7. Deposits

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

8. Change in the nature of business, if any

During the year, there was no change in the nature of business of the company.

9. Material changes and commitments after the reporting period

There were no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the Company to which these financial statements relate and the date of this Report.

10. Subsidiary companies, Jointly controlled entity and consolidated financial statements a) PELNEXT Defence Systems Private Limited, a 100% subsidiary company

Incorporated on July 15, 2016 PELNEXT is expected to be operated as a special purpose vehicle in defence explosives business. The company incurred a net loss of Rs. 0.85 lakh during 2021-22 (Rs.0.81 lakh during 2020-21). As on 31st March, 2022, Premier Explosives Limited held 10,000 Equity shares in PELNEXT representing 100% of equity share capital.

b) Premier Wire Products Limited (PWPL), an 80% subsidiary company

PWPL was engaged in manufacture of Galvanised Iron (GI) Wire catering to the requirements of detonator-manufacturers, having its registered office at Secunderabad, Telangana. The Companys manufacturing facilities are located at Ramajipet, Yadadri Bhuvanagiri District of Telangana. Due to lower demand for GI wire from detonator-manufacturers, the company has sold major property, plant and equipment, dismantled building, terminated all the employees and intimated closure of factory to various authorities during the year.

The company incurred a net loss of Rs 39.04 lakhs during the year ended March 31, 2022 and the company has accumulated loss of Rs 52.51 lakhs as at March 31, 2022 (Revenue of Rs 26.25 lakhs and loss of Rs 20.45 lakhs during previous year).

As on 31st March, 2022, Premier Explosives Limited held 52,00,000 Equity shares in PWPL representing 80% of their equity share capital.

c) BF Premier Energy Systems Private Limited (BFPES), a 50% jointly controlled entity

This joint venture is yet to commence commercial operations. The company incurred a net loss of Rs 1.11 lakh during 2021-22 (Rs 0.44 lakh during 2020-21). Your company and Kalyani Strategic Systems Limited, each hold 1,00,000 equity shares in the share capital of BFPES, as on 31st March, 2022.

d) Consolidated financial statements

Pursuant to Section 129(3) of the Companies Act, 2013 (Act) and SEBI Listing Regulations, the Consolidated Financial Statements prepared in accordance with the Indian Accounting Standards, notified under the Act is attached to this report.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the audited financial statements of the company including consolidated financial statements and related information of the company and the financial statements of the subsidiaries, are available on the website of the company www.pelgel.com. Any Member desirous of obtaining copies of the said financial statements may write to the company at investors@ pelgel.com These documents will also be available for inspection during business hours at the registered office of the Company.

Details of consolidated entities are given in the Annexure

1, Form AOC-1: Statement containing salient features of the financial statements of subsidiaries / associate companies / joint ventures.

11. Impact of COVID-19

The outbreak of COVID-19 pandemic had its impact over the health of people and world economy.

The second wave of COVID during April -May has also affected our billings to some extent. Your company has witnessed gradual return to normalcy from second quarter of the year 2021-22.

12. Future outlook

Your company places priority on defence explosives and continues commercial explosives on feasibility basis. At the macro level, ‘Make in India is transforming into ‘Atmanirbhar Bharat in the wake of COVID-19 and more specifically in defence supplies in the aftermath of Ukraine problem and Galwan clashes with China.

The Company is focused on increasing exports by developing new customers and higher volumes with existing customers. The Company will maintain its thrust in exports by adding products in existing markets and foraying into new markets. Special focus on overseas market started yielding the results and the company is getting high value export orders from various countries. Indian Defence exports have grown almost six times from Rs 1,500 crore to Rs 9,000 crore in the past five years.

In the last two years, India has brought out three lists with a total of 310 equipment and weapon systems, which will undergo a phased import ban within specified deadlines.

The lists comprise latest high tech platforms such as light weight tanks, naval utility helicopters, missiles, mounted artillery gun systems as well as medium altitude long endurance unmanned aerial vehicles, and loitering munitions.

While the lists were primarily meant to put an end to defence imports, they were clearly drawn considering the manufacturing capabilities of Indias private industry and public sector working in the field of defence. This will give lot of opportunities to our company in coming days.

The operations in Bulk explosives division are also getting stabilized with the retendering from large mining companies and also the cooling off the commodity / raw material prices.

13. Board matters

A. Directors Responsibility Statement pursuant to section 134 of the Companies Act, 2013

Your Board of Directors hereby confirms that: a) In the preparation of the annual accounts of the Company for the year ended March 31, 2022, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any; b) the accounting policies selected were applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2022 and of the profit of the company for the year ended on that date; c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) the annual accounts have been prepared on a going concern basis; e) adequate internal financial controls have been laid down, have been followed and have been operating effectively; f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and those systems have been adequate and operating effectively.

B. Declaration of independent directors

The Company has received declarations from all its Independent Directors that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Independent Directors have also confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013. Independent Directors of the company have registered their names in the Independent Directors Database maintained by the Indian Institute of Corporate Affairs (IICA).

C. Board meetings

During the financial year 2021-22, Seven (7) Board meetings were convened and held on 24th May, 2021; 28th June, 2021; 29th July, 2021; 3rd September, 2021; 28th October, 2021; 7th January, 2022 and 14th February, 2022.

D. Board evaluation

Criteria and other details of Board evaluation have been provided in the Annexure -2, Report on Corporate Governance.

E. Directors and Key Managerial Personnel

During the year under review, there were some changes in the composition of the Board of Directors and Key Managerial Personnel (KMPs) of the Company.

Directors Retirement by Rotation

Dr. (Mrs.) Kailash Gupta, (DIN:00054045) Non-Executive Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for reappointment and the resolution under item No.2 seeking approval of the Members for her re-appointment has been incorporated in the Notice convening the 42nd Annual General Meeting of the Company along with brief details about her. Further in terms of Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) REgulations, 2015, Special Resolution is proposed for approval of the shareholders for appointment/ continuation of the directorship of Dr. (Mrs.) Kailash Gupta (DIN:00054045), who has crossed the age of 75 years under item No. 5 of the notice Reappointment of Director-operations

Mr. Y. Durga Prasada Rao, (DIN:08072805) appointed as Director (Operations) of the Company for a period of three years from 10th August, 2019 upto 9th August, 2022. The Board, on the recommendation of the Nomination and Remuneration Committee and after evaluating his performance and the valuable contribution made by him in the progress of the Company, has approved his re-appointment for a further term of Five (5) years commencing from 10th August, 2022, subject to approval of the shareholders. Accordingly, resolution seeking his re-appointment for a further term of Five years and brief details of Mr. Y. Durga Prasada Rao are given in the notice convening 42nd Annual General Meeting of the Company.

The disclosures as required pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of the Secretarial Standard are given in the Notice convening 42nd AGM, forming part of the Annual Report.

Appointments, Resignations and Changes

During the year under review, the Members at the AGM held on September 29, 2021 through special resolution had reappointed Lt.Gen P R Kumar (DIN: 07352541)as an Independent Director for a second consecutive term of five years commencing from November 02, 2021 to November 01, 2026.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on January 07, 2022 had appointed Mrs. Shonika

Prasad (DIN:00250015) as an Additional Director (Non-Executive, Non-Independent) of the Company which was approved by the Members through Postal Ballot on February 12, 2022.

During the year under review, Dr. Amarnath Gupta, (DIN:00053985) Chairman and Managing Director of the Company relinquished his position of Managing Director on completion of his term on February 13, 2022. Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on January 07, 2022 approved the re-designation/continuation of Dr. Amarnath Gupta, aged 76 years, as Non-Executive Director and Chairman of the Board w.e.f. 14th February, 2022. His redesignation/continuation and remuneration was approved by the Members through Postal Ballot on February 12, 2022. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on January 07, 2022 re-designated / appointed Mr. T.V. Chowdary (DIN: 00054220) as Managing Director of the Company, for a period of five years commencing from February 14, 2022 to February 13, 2027. His appointment and remuneration was approved by the Members through Postal Ballot on February 12, 2022.

Changes in Key Managerial Personnel

During the year under review, Mr. C. Subba Rao has retired as Chief Financial Officer w.e.f. 30th April, 2021 and Mr. Srihari Pakalapati has been appointed as the Chief Financial Officer w.e.f. 24th May, 2021. Pursuant to the provisions of Section 2(51) and 203 of the Companies Act, 2013, the Key Managerial Personnel (KMP) of the Company are Mr. T.V. Chowdary, Managing Director, Mr. Srihari Pakalapati, Chief Financial Officer and Mrs. K. Jhansi Laxmi, Company Secretary.

F. Companys policy on appointment and remuneration of directors

a) Criteria for appointment of directors Director must have relevant experience in finance, law, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to companys business.

Director should possess the highest personal and professional ethics, integrity and values.

Director must be willing to devote sufficient time and energy in carrying out their duties and responsibilities.

Nomination and Remuneration Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as director and recommend to the Board his / her appointment or re-appointment. The committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient or satisfactory for the concerned position.

While appointing an independent director, Nomination and Remuneration Committee shall consider the ‘independence of the person also in addition to the above. b) Policy on directors remuneration i. Policy The Company shall remunerate its directors, key managerial personnel, senior management, other employees and workers appropriately to retain and motivate them as well as to attract new talent when required. ii. Components of remuneration Remuneration package shall include fixed component for all employees and variable component to the extent desirable and practicable. iii. Fixed remuneration It shall be competitive and based on the individuals education, experience, responsibilities, performance, industry benchmark in the area, etc.

Fixed remuneration shall comprise of basic salary and other allowances like house rent allowance, conveyance allowance, etc. which are calculated as certain % of basic salary.

iv. Variable remuneration

It is paid to encourage the employees to achieve set targets and variable remuneration shall be determined on the following basis:

Category	Nature	Basis of variable remuneration
Whole time Directors	Commission	X% of Profit in a year during the contract period (% as recommended by Board and approved by Shareholders.
Management Team
(CFO, Company Secretary,	Profit sharing bonus	X% of Profit divided among them in proportion of their basic salary (% as decided by Committee of Whole time Directors)
President, Vice President, GM) Officers (Below GM level)	Profit sharing bonus	X% of Profit divided among them in proportion of their basic salary.(Minimum period of services and other conditions for eligibility are decided by Committee of Whole time Directors)
Staff and Workers	Production incentive	Quantity of production, as per the Wage Agreement revised every 3 years at Peddakandukuru (Those who are engaged in production and allied activities are eligible.

v. Statutory benefits

Employee benefits like Contribution to Provident Fund, Gratuity, Bonus, Employees State Insurance, Workmen Compensation, etc. shall be provided to all eligible employees as per the respective Acts. vi. Perquisites and other benefits

Perquisite	Amount
Reimbursement of medical expenses for self and family / Medical allowance	Up to one month basic salary in a year to whom ESI is not applicable
Mediclaim and personal accident insurance	Reasonable coverage to whom ESI is not applicable
Leave travel allowance	Workers - as per wage agreement
Use of Company car with driver or reimbursement of driver salary, fuel, maintenance and insurance	For Directors-as recommended by Board and approved by Shareholders
Telephone at home, Club fee Gas, electricity, water, servant, security, gardener and soft furnishing.(Up to 10% of basic salary)	For Management team-as approved by Committee of Whole time Directors

vii. Increments

Increments are made taking into account the individual performance, inflation and company performance.

Workers are given Variable Dearness Allowance as per Consumer Price Index semi-annually on 1st of April and 1st of October.

Wages of workers at Peddakandukuru are revised every 3 years as per the agreement between the management and unions.

Increments of other employees are made effective 1st April every year, as approved by Committee of Whole time Directors upon recommendation of heads of departments.

Mid-year increments are given in exceptional cases, as approved by the Managing Director, upon recommendation of concerned director and head of department. viii. Remuneration to Independent and Non-Executive Directors Remuneration / Commission shall be in accordance with the statutory provisions of the Companies Act, 2013 and the rules made thereunder and the Listing Regulations, for the time being in force and shall be entitled to such sitting fee in respect of the Board and Committee meetings attended, at the rates approved by the Board and within the applicable provisions of the Companies Act, 2013. ix. Service contracts, notice period and severance fees: Executive directors have entered into a service contracts with the company. The tenure of the contract is three/five years. Reappointment is done by the Board based on the recommendation of the Nomination and Remuneration Committee. Notice period is as mutually agreed between the director and the Board.

None of the directors is eligible for severance pay.

G. Formal annual evaluation by the Board

The Board has evaluated its own performance and of individual directors. The details as required u/s 134(3) (p) of the Companies Act, 2013, are mentioned in the Annexure 2: Report on Corporate Governance.

14. Transfer of shares and unclaimed dividend to Investor Education and Protection Fund (IEPF)

During the year under review, your Company transferred unclaimed dividend amount of Rs.3,98,174.00 (pertaining to dividend for the financial year 2013-14) lying with the Company for a period of seven years to the Investor Education and Protection Fund (IEPF) in compliance with the applicable provisions of the Companies Act, 2013. As required under Section 124 of the Companies Act, 2013, your Company also transferred during the year 7,117 shares to IEPF Authority, in respect of which dividend had remained unclaimed for a consecutive period of 7 years. Details of the shares transferred to IEPF Authority have been uploaded on website of the Company.

15. Auditors a) Independent Auditors

M/s. Majeti & Co., Chartered Accountants, (Firm Registration No 015975S) Statutory Auditors of the Company were appointed at the 37th Annual General Meeting of the Company held on September 27, 2017 for a period of five years. Accordingly, M/s. Majeti & Co., would complete their term and tenure as envisaged in Section 139 of the Companies Act, 2013 at the conclusion of this Annual General Meeting and are eligible for reappointment.

The Audit Committee and the Board of Directors have recommended the reappointment of M/s. Majeti & Co., Chartered Accountants, as Statutory Auditors for a second term of 5 (Five) consecutive financial years, from the conclusion of this 42nd Annual General Meeting till the conclusion of 47th Annual General Meeting to be held in the year 2027. The necessary resolution is being placed before the Members for approval.

The Company has received confirmation from M/s. Majeti

& Co., Chartered Accountants, to the effect that their appointment as Auditors, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 and other applicable provisions of the Companies Act, 2013 read with Rule 4 of the Companies (Audit

& Auditors) Rules, 2014. Further M/s. Majeti & Co., Chartered Accountants, have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under the Listing Regulations.

b) Cost Auditor

The Company has maintained cost records for relevant products prescribed by the Central Government under the Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014. These records have been audited by M/s. S.S.Zanwar & Associates, Cost Accountants during the financial year 2021-22.

The Board of Directors of the Company, on the recommendations made by the Audit Committee, have appointed M/s S. S. Zanwar & Associates, Cost Accountants, Hyderabad, as the Cost Auditors of the Company to conduct the audit of the cost records of certain products for the financial year for 2022-23 and M/s S.S.Zanwar & Associates, Cost Accountants being eligible have consented to act as the Cost Auditors of the Company for the financial year 2022-23. Further, the Board recommends the resolution for members ratification of their remuneration, as required under the provisions of Section 148(3) of the Companies Act, 2013.

d) Secretarial auditor

The Board of Directors, on the recommendation of the Audit Committee, has re-appointed Mr. K.V. Chalama Reddy, a practicing company secretary, Hyderabad, as Secretarial Auditor to conduct the secretarial audit of the Company for the financial year 2022-23. They have confirmed their eligibility for the re-appointment.

16. Independent auditors report

The Statutory Auditors report to the Members on the standalone and consolidated financial statement for the year ended March 31, 2022 does not contain any qualification, reservation, adverse remark or any disclaimer.

Reporting of fraud

During the year under review, there were no instances of frauds reported by Auditors under Section 143(12) of the Companies Act, 2013.

17. Credit Rating

During the year under review, ICRA Limited has retained and assigned the following ratings for Long Term and Short Term Bank facilities of the Company: a) Long Term Rating - ‘[ICRA] BBB+ (Stable) b) Short Term Rating – ‘[ICRA] A2

18. Management discussion and analysis Report

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

19. Corporate governance

In terms of Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. a separate report on Corporate Governance along with the Auditors Certificate on its compliance with the corporate governance requirements is annexed herewith as Annexure -2, Auditors Certificate as Annexure -3 and CEO & CFO Certificate as Annexure -4 to this Report.

20. Secretarial audit report

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, the Board has appointed Mr. K.V. Chalama Reddy, Practicing Company Secretary, Hyderabad as Secretarial Auditor, to undertake the Secretarial Audit of the Company for the financial year 2021-22. The Secretarial Audit Report for the financial year ended March 31, 2022 is annexed herewith as Annexure-5. The Secretarial Audit Report contains an observation, which is as under: Observation:

The Company has not obtained the approval of shareholders of the Company by way of special resolution for continuation of the directorship of Dr.(Mrs.) Kailash Gupta as a Non-Executive Non-Independent Director of the Company, who has attained the age of 75 years as on 30.01.2021 as required under Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Boards Response:

The Company has obtained the approval of the shareholders of the company, for continuation of the directorship of Dr.(Mrs.) Kailash Gupta, who has attained the age of 75 years on 30.01.2021, as a Non-Executive Non-Independent Director of the Company by passing a special resolution through postal ballot on 26.06.2021 and further explained that the delay in obtaining the members approval was due to the circumstances beyond the control of the Company ie., Covid 19 pandemic and the lockdown/restrictions imposed by the Governments in terms of the Disaster Management Act, 2015.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the financial year 2021-22 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars / Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by Mr. K.V. Chalama Reddy, Practising Company Secretary, Hyderabad has been submitted to the Stock Exchanges within the specified time.

Compliance with Secretarial Standards

The Company has complied with Secretarial Standards notified by the Institute of Company Secretaries of India.

21. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The Information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure- 6 to this Report.

22. Particulars of loans, guarantees or investments in terms of section 186 of the Companies Act, 2013

Your company a) has not given any loan to any person or other body corporate other than usual advances for supply of materials and services b) has not given any guarantee or provide security in connection with a loan to any other body corporate or person and c) has not acquired the securities of any other body corporate by way of subscription, purchase or otherwise, exceeding sixty percent, of its paid-up share capital, free reserve and securities premium account or one hundred percent of its free reserves and securities premium account whichever is more.

23. Particulars of contracts or arrangements with related parties

All related party transactions entered by the Company during the financial year 2021-22 with related parties were on arms length basis and in the ordinary course of business. No material related party transactions / arrangements were entered into during the financial year by the Company. All transactions with related parties were reviewed and approved by the Audit Committee. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis. There were no materially significant related party transactions that may have potential conflict with the interest of the Company at large.

The particulars of transactions with related parties referred in section 188(1) of the Companies Act, 2013 entered by the Company during the financial year ended March 31, 2022 in prescribed Form AOC-2 is annexed herewith as Annexure – 7 to this Report. The details of the transactions with related parties were also provided in the notes to the financial statements.

24. Risk management policy

Your company recognizes Risk Management as a very important part of business and has kept in place necessary policies, procedures and mechanisms. The company proactively identifies monitors and takes precautionary and mitigation measures in respect of various risks that threaten the operations and resources of the company. The Risk Management Policy of the company is available at the link http://www.pelgel.com/prm.htm.

25. Vigil mechanism policy

Pursuant to the provisions of Section 177 (9) and (10) of the Companies Act, 2013 a Whistle Blower policy has been established. The policy is available at the website link http:// www.pelgel.com/pwb.htm.

26. Corporate social responsibility (CSR) activities

During the year 2021-22, your company has spent an amount of

Rs 11.86 lakhs (Rs 15.68 lakhs in previous year) on CSR activities, against the minimum mandatory amount of Nil (Rs 15.67 lakhs in previous year), being 2% of average profit for the last three years.

Details of CSR activities are given in Annexure - 8.

27. Disclosure under the Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressal) Act, 2013 (Nirbhaya Act) There are 64 women employees in your company as on March 31, 2022 (67 a year ago) and your company has formulated an anti harassment policy to ensure safe working environment. Your company also has set up an Internal Complaint Committee to redress complaints of women employees regarding sexual harassment. During the year under review, there were no cases received/filed pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibitions and Redressal) Act, 2013. Details of awareness programmes and complaints are listed in Annexure - 9.

28. Disclosure of significant and material orders passed by regulators etc. under Rule 8(5)(vii) of the Companies (Accounts) Rules 2014

During the year under review, there were no significant or material order(s) passed by the Regulators / Courts or Tribunals which would impact the going concern status of the Company and its future operations. During the year under review, there is no application/ proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016, nor the Company has done any one time settlement with any Bank or Financial Institutions.

29. Disclosure of internal financial control systems and their adequacy Rule 8(5)(viii) of the Companies (Accounts) Rules 2014 Your company has in place adequate internal financial controls with reference to financial statements. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and aid in the timely preparation of reliable financial statements.

30. Annual Return

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, the Annual Return in Form MGT-7 is available on the companys weblink www.pelgel.com.

31. Remuneration of directors and employees and related disclosures

Remuneration is paid to directors and employees in accordance with the remuneration policy of the company and applicable statutory provisions. Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act and the Rules framed thereunder is enclosed as Annexure-10 to this Report.

32. Listing on stock exchanges

The Companys Equity shares are listed on BSE Limited (Scrip Code: 526247) and the National Stock Exchange of India Limited (Scrip Code: PREMEXPLN) and the Listing Fees has been paid to them up to date.

33. Human Resources and Industrial relations

Your directors thank all the employees for their cooperation and the contribution towards harmonious relationship and progress of the company.

34. Acknowledgements

Your directors place on record their appreciation of the continued support and cooperation received from all employees, customers, suppliers, financial institutions, banks, Government of India and various regulatory authorities, members and other business associates during the year under review.

	Dr. A.N. Gupta	T.V. Chowdary
Secunderabad	Chairman	Managing Director
03.08.2022	DIN:00053985	DIN: 00054220