Pradeep Metals Ltd. — Audit Report / Information 2020

Jun 30, 2020

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30[th] June, 2020

The Secretary BSE Limited P J Towers, Dalal Street, Mumbai-400 001.

Dear Sir,

Sub: Annual Secretarial Compliance Report for year ended 31[st] March, 2020

Scrip Code : 513532

Dear Sir/Madam,

Please find enclosed herewith Annual Secretarial Compliance Report for year ended 31[st] March, 2020 as required under SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 8[th] February, 2019.

Kindly take the same on record.

Thanking you,

Yours faithfully,

For Pradeep Metals Limited

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Nivedita Nayak
Company Secretary
FCS: 8479
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SHWETA GOKARN & CO. COMPANY SECRETARIES 1405, 14[th] Floor, Haware Infotech Park, Opp. Four Points Hotel, Sector 30A, Vashi, Navi Mumbai 400 614

www.cssg.in |022-27814166 |csshwetagokarn@gmail.com

**SECRETARIAL

COMPLIANCE
REPORT
OF
PRADEEP
METALS
LIMITED
FOR
THE
YEAR
ENDED
MARCH
31,
2020**

I,
Ms.
Shweta
Gokarn,
Proprietor
of
Shweta
Gokarn
&
Co.,
have
examined:

• (a) All
  the
  documents
  and
  records
  made
  available
  to
  me
  and
  explanation
  provided
  by M/s.
  Pradeep Metals
  Limited (“ the
  Listed
  Entity/Company ”),

• (b) The
  filings/
  submissions
  made
  by
  the
  Listed
  Entity
  to
  the
  stock
  exchanges,

• (c) Website
  of
  the
  Listed
  Entity
  and

• (d) Representation
  letter
  issued
  by
  Management
  of
  the
  Listed
  Entity

for
the
year
ended
March
31,
2020
(“ Review
Period ”)
in
respect
of
compliance
with
the
provisions
of:

1. The
   Securities
   and
   Exchange
   Board
   of
   India
   Act,
   1992
   (“SEBI
   Act”)
   and
   the
   Regulations,
   circulars, guidelines
   issued
   thereunder;
   and

2. The
   Securities
   Contracts
   (Regulation)
   Act,
   1956
   (“SCRA”),
   rules
   made
   thereunder
   and
   the
   Regulations, circulars,
   guidelines
   issued
   thereunder
   by
   the
   Securities
   and
   Exchange
   Board
   of
   India
   (“SEBI”);

The
specific
Regulations,
whose
provisions
and
the
Circulars/Guidelines
issued
thereunder,
have
been examined,
include:
-­‐

1. Securities
   and
   Exchange
   Board
   of
   India
   (Listing
   Obligations
   and
   Disclosure
   Requirements) Regulations,
   2015;

2. Securities
   and
   Exchange
   Board
   of
   India
   (Issue
   of
   Capital
   and
   Disclosure
   Requirements)
   Regulations, 2018 (Not
   Applicable
   to
   the
   Company
   during
   the
   Audit
   Period) ;

3. Securities
   and
   Exchange
   Board
   of
   India
   (Substantial
   Acquisition
   of
   Shares
   and
   Takeovers) Regulations,
   2011;

4. The
   Securities
   and
   Exchange
   Board
   of
   India
   (Buy-­‐Back
   of
   Securities)
   Regulations,
   2018 (Not applicable
   to
   the
   Company
   during
   the
   Audit
   Period) ;

5. Securities
   and
   Exchange
   Board
   of
   India
   (Share
   Based
   Employee
   Benefits)
   Regulations,
   2014 (Not applicable
   to
   the
   Company
   during
   the
   Audit
   Period) ;

6. Securities
   and
   Exchange
   Board
   of
   India
   (Issue
   and
   Listing
   of
   Debt
   Securities)
   Regulations,
   2008 (Not applicable
   to
   the
   Company
   during
   the
   Audit
   Period) ;

7. Securities
   and
   Exchange
   Board
   of
   India
   (Issue
   and
   Listing
   of
   Non-­‐Convertible
   and
   Redeemable Preference
   Shares)
   Regulations,2013 (Not
   applicable
   to
   the
   Company
   during
   the
   Audit
   Period) ;

8. Securities
   and
   Exchange
   Board
   of
   India
   (Prohibition
   of
   Insider
   Trading)
   Regulations,
   2015;

9. The
   Securities
   and
   Exchange
   Board
   of
   India
   (Registrars
   to
   an
   Issue
   and
   Share
   Transfer
   Agents) Regulations,
   1993
   regarding
   the
   Companies
   Act
   and
   dealing
   with
   client;

10. Securities
    And
    Exchange
    Board
    of
    India
    (Depositories
    and
    Participants)
    Regulations,
    2018

Based
on
the
above
examination,
I
hereby
report
that,
during
the
Review
Period:

• (a) The
  Listed
  Entity
  has
  complied
  with
  the
  provisions
  of
  the
  above
  Regulations
  and
  circulars/ guidelines
  issued
  thereunder
  except
  in
  respect
  of
  matters
  specified
  below:-­‐

1

Secretarial Compliance Report - Pradeep Metals Limited - FY 2019-20

SHWETA GOKARN & CO. COMPANY SECRETARIES

Compliance
Requirement
(Regulations/
circulars/guidelines
including specific
Clause) Nil Deviations Observations/
Remarks
of
the
Practicing
Company
Secretary

• (b) The
  Listed
  Entity
  has
  maintained
  proper
  records
  under
  the
  provisions
  of
  the
  above
  Regulations
  and circulars/
  guidelines
  issued
  there
  under
  in
  so
  far
  as
  it
  appears
  from
  my
  examination
  of
  those records.

• (c) The
  following
  are
  the
  details
  of
  actions
  taken
  against
  the
  Listed
  Entity/
  its
  Promoters/
  Directors/ Material
  Subsidiaries
  either
  by
  SEBI
  or
  by
  Stock
  Exchanges
  (including
  under
  the
  Standard
  Operating Procedures
  issued
  by
  SEBI
  through
  various
  circulars)
  under
  the
  aforesaid
  Acts/
  Regulations
  and circulars/ guidelines
  issued
  there
  under:

Sr. No.	Action taken by	Details of violation	Details of action taken E.g. fines, warning letter, debarment, etc.	Observations/ remarks of the Practicing Company Secretary, if any.
Nil

• (d) The
  Listed
  Entity
  has
  taken
  the
  following
  actions
  to
  comply
  with
  the
  observations
  made
  in
  previous reports:

Sr. No. Observations of the Practicing Company Secretary in the previous reports 1 There was delay in reporting of the change in Shareholding of Promoter Group entities, consequent to the merger of two promoter Group entities. (There was no change in the overall percentage of shareholding of the Promoter Group pre-post merger - case being similar to inter-se- transfer). UDIN: A030393B000389829 Place: Navi Mumbai Date: June 29th, 2020	Sr. No.	Observations of the Practicing Company Secretary in the previous reports	Observations made in the secretarial compliance report for the year ended…	Actions taken by the Listed Entity, if any	Comments of the Practicing Company Secretary on the actions taken by the Listed Entity
	1	There was delay in reporting of the change in Shareholding of Promoter Group entities, consequent to the merger of two promoter Group entities. (There was no change in the overall percentage of shareholding of the Promoter Group pre-post merger - case being similar to inter-se- transfer).	Financial year ended on 31stMarch, 2019	Noted for future compliance	Satisfactory

Note :
This
report
is
to
be
read
with
our
letter
of
even
date
which
is
annexed
herewith
and
forms
an integral
part
of
this
report.

2

Secretarial Compliance Report - Pradeep Metals Limited - FY 2019-20

SHWETA GOKARN & CO. COMPANY SECRETARIES

**ANNEXURE

TO
SECRETARIAL
COMPLIANCE
REPORT**

The
Members, Pradeep
Metals
Limited, R-­‐205,
MIDC
Rabale, Navi
Mumbai
–
400
701

My
report
of
even
date
is
to
be
read
along
with
this
letter.
This
is
to
state
that:

• a. Maintenance
  of
  secretarial/compliance
  records
  under
  all
  applicable
  SEBI
  Laws,
  Rules
  and Regulations
  is
  the
  responsibility
  of
  the
  management
  of
  the
  Company.
  My
  responsibility
  is
  to
  express an
  opinion
  on
  these
  records
  based
  on
  my
  audit.

• b. I
  have
  followed
  the
  audit
  practices
  and
  processes
  as
  were
  appropriate
  to
  obtain
  reasonable assurance
  about
  the
  correctness
  of
  the
  contents
  of
  the
  secretarial/compliance
  records.
  I
  believe that
  the
  processes
  and
  practices
  I
  followed
  provided
  a
  reasonable
  basis
  for
  my
  opinion.

• c. The
  compliance
  of
  the
  provisions
  of
  SEBI
  laws,
  rules,
  regulations,
  standards
  is
  the
  responsibility
  of management.
  My
  examination
  was
  limited
  to
  the
  verification
  of
  procedures
  on
  test
  basis.

• d. Wherever
  required,
  I
  have
  obtained
  and
  relied
  on
  the
  Management
  representation
  made
  by
  the Company
  and
  its
  Officers
  for
  systems
  and
  mechanism
  formed
  by
  the
  Company
  for
  compliances under
  other
  applicable
  Acts,
  Laws
  and
  Regulations
  to
  the
  Company.

• e. The
  Secretarial
  Compliance
  Report
  is
  neither
  an
  assurance
  as
  to
  the
  future
  viability
  of
  the
  Company nor
  of
  the
  efficacy
  or
  effectiveness
  with
  which
  the
  management
  has
  conducted
  the
  affairs
  of
  the Company.

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For
Shweta
Gokarn&
Co.
Company
Secretaries
Place:
Navi
Mumbai
Ms.
Shweta
Gokarn
Date:
June
29 [th] ,
2020
ACS:
30393
|
CP
No:
11001
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3

Secretarial Compliance Report - Pradeep Metals Limited - FY 2019-20