To,
The Members(s),
The Board of Directors hereby submits the 7th Annual Report
of the business and operations of Poojawestern Metaliks Limited ("the Company"),
along with the Audited financial statements, for the financial year ended March 31, 2023.
FINANCIAL HIGHLIGHTS
The audited financial statements of the Company as on March 31, 2023,
are prepared in accordance with the relevant applicable Ind-AS and Regulation 33 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the
Companies Act, 2013 ("Act").
(Amount in lakhs)
|
Standalone |
Consolidated |
Particulars |
FY 2022-23 |
FY 2021-22 |
FY 2022-23 |
FY 2021-22 |
Revenue from operations |
3117.90 |
2081.65 |
3117.90 |
2081.65 |
Other income |
58.65 |
23.76 |
58.65 |
23.76 |
Total Income |
3176.55 |
2105.41 |
3176.55 |
2105.41 |
Less: Total Expenses before Depreciation, Finance Cost and
Tax |
2807.04 |
1890.92 |
2807 |
1890.92 |
Operating Profits before Depreciation, Finance Cost and
Tax |
369.51 |
214.49 |
369.55 |
214.49 |
Less: Finance cost |
108.18 |
56.01 |
108.18 |
56.01 |
Less: Depreciation |
113.82 |
51.97 |
113.82 |
51.97 |
Profit / (Loss) Before Tax |
147.51 |
106.51 |
147.55 |
106.51 |
Less:- Current Tax |
30.20 |
36.00 |
30.20 |
36.00 |
Less: Deferred Tax |
10.95 |
(6.63) |
10.95 |
(6.63) |
Less:- MAT Credit |
- |
- |
- |
- |
Profit/ (Loss) after tax (PAT) |
106.36 |
77.14 |
106.40 |
77.14 |
Earnings per Equity Share |
1.05 |
0.76 |
1.05 |
0.76 |
YEAR AT A GLANCE
FINANCIAL PERFORMANCE
Financial Performance on Standalone Basis
The revenue from operations increased to Rs. 3117.90 Lakhs as against
Rs. 2081.65 Lakhs in the previous year. The revenue from operation was increased by 49.78%
over the previous year.
The profit before Tax for the current year is Rs. 147.51 Lakhs as
against the Profit before tax of Rs. 106.51 Lakhs in the previous year resulted into
profit after tax of Rs. 106.36 Lakhs compared to Profit after tax of previous year Rs.
77.14 Lakhs. Increased in net profit is due to increase in revenue from operation.
Financial Performance on Consolidate Basis
The Consolidated Financial Statements presented by the Company include
the financial results of following Subsidiary Companies: i. Sierra Automation Private
Limited
Consolidated Financial Statements:
The Consolidated financial statements of the Company for the financial
year 2022-23 are prepared in compliance with applicable provisions of the Companies Act,
2013, Indian Accounting Standards ("Ind-AS") and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (the "SEBI (LODR) Regulations, 2015")
which form part of this Annual Report.
The revenue from operations increased to Rs. 3117.90 Lakhs as against
Rs. 2081.65 Lakhs in the previous year. The revenue from operation was increased by 49.78%
over the previous year.
The profit before Tax for the current year is Rs. 147.55 Lakhs as
against the Profit before tax of Rs. 106.51 Lakhs in the previous year resulted into
profit after tax of Rs. 106.40 Lakhs compared to Profit after tax of previous year Rs.
77.14 Lakhs. The profit of the Company increased about 37.93% as compared to previous
financial year. The Increased in net profit is due to increase in revenue from operation.
DIVIDEND
Your Directors have recommended a dividend of Rs. 1/- (10% of face
value) per equity share having face value of Rs. 10/- each for the year ended March 31,
2023 (previous year NIL) subject to approval of members in the ensuing Annual General
Meeting.
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 dividend, if declared, shall be subject to deduction of
income tax at source. Your Company shall, accordingly, make the payment of the final
Dividend after deduction of tax at source.
The Company does not have any amount of unclaimed or unpaid Dividends
as on March 31, 2023.
Dividend Distribution Policy
In terms of Regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (SEBI
Listing Regulations') the Board of Directors of the Company (the Board')
formulated and adopted the Dividend Distribution Policy (the Policy'). The
Policy is available on our website at https://poojametal.com/policy/.
AMOUNT TRANSFERRED TO RESERVE
During the year, Your Directors do not propose to transfer any amount
to the General Reserves. Full amount of net profit are carried to reserve & Surplus
account of the Company.
CHANGE IN NATURE OF BUSINESS
During the year, your Company has not changed its business or object
and continues to be in the same line of business as per main object of the Company.
SHARE CAPITAL
As on March 31, 2023,
The Authorized Capital of the Company is Rs. 11,00,00,000 divided into
1,10,00,000 Equity Shares of Rs.10.00 each.
The Issue, Subscribed & Paid-up Capital of the Company is Rs.
10,14,20,000 divided into 1,01,42,000 Equity Shares of Rs.10.00 each.
After Closure of the financial year;
Authorised Capital of the Company increased from Rs. 11,00,00,000/-
(Rupees Eleven Crore Only) divided into 1,10,00,000 (One Crore Ten Lakh) Equity Shares of
Rs. 10/-(Rupees Ten Only) each to 21,00,00,000/- (Rupees Twenty one Crore Only) divided
into 2,10,00,000 (Two Crore Ten Lakh) Equity Shares of Rs. 10/-(Rupees Ten Only) each
subject to approval of the shareholders of the Company on Saturday, September 30, 2023 at
7th Annual General Meeting of the Company.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Constitution of Board
The Constitution of the Board of Directors and other disclosure related
to the Board of Directors are given in the Report on Corporate Governance.
Board Meeting
Regular meetings of the Board are held at least once in a quarter,
inter-alia, to review the quarterly results of the Company. Additional Board meetings are
convened, as and when required, to discuss and decide on various business policies,
strategies andother businesses. The Board meetings are generally held at registered office
of the Company.
During the year under review, Board of Directors of the Company met 10
(Ten) times, viz May 27, 2022, May 30, 2022; August 10, 2022; September 07, 2022; November
09, 2022; November 17, 2022; December 15, 2022, December 19, 2022; December 24, 2022,
February 09, 2023.
The details of attendance of each Director at the Board Meetings and
Annual General Meeting are given in the Report on Corporate Governance.
Disclosure by Directors
The Directors on the Board have submitted notice of interest under
Section 184(1) of the Companies Act, 2013 i.e. in Form MBP-1, intimation under Section
164(2) of the Companies Act, 2013 i.e. in Form DIR 8 and declaration as to compliance with
the Code of Conduct of the Company.
Independent Directors
In terms of Section 149 of the Companies Act, 2013 and rules made there
under and Listing Regulations, the Company has Four Non-Promoter Independent
Directors. In the opinion of the Board of Directors, all four Independent Directors of the
Company meet all the criteria mandated by Section 149 of the Companies Act, 2013 and rules
made there under and Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and they are Independent of Management. A
separate meeting of Independent Directors was held on February 09, 2023 to review the
performance of Non-Independent Directors and Board as whole and performance of Chairperson
of the Company including assessment of quality, quantity and timeliness of flow of
information between Company management and Board that is necessary for the board of
directors to effectively and reasonably perform their duties.
The terms and conditions of appointment of Independent Directors and
Code for Independent Director are incorporated on the website of the Company at
https://poojametal.com/policy/.
The Company has received a declaration from the Independent Directors
of the Company under Section 149(7) of Companies Act, 2013 and 16(1) (b) of Listing
Regulations confirming that they meet criteria of Independence as per relevant provisions
of Companies Act, 2013 for financial year 2022-23. The Board of Directors of the Company
has taken on record the said declarations and confirmation as submitted by the Independent
Directors after undertaking due assessment of the veracity of the same. In the opinion of
the Board, they fulfill the conditions as Independent Directors and are independent of the
Management. Further, all the Independent Directors have registered themselves with
Independent Directors' Data Bank. None of Independent Directors have resigned during
the year.
During the year under review, the non-executive directors of the
Company had no pecuniary relationship or transactions with the Company, other than sitting
fees, paid to them for the purpose of attending meetings of the Board / Committee of the
Company.
Familiarization Program for Independent Directors
The Independent Directors have been updated with their roles, rights
and responsibilities in the Company by specifying them in their appointment letter
alongwith necessary documents, reports and internal policies to enable them to familiarize
with the Company's Procedures and practices. The Company has through presentations at
regular intervals, familiarized and updated the Independent Directors with the strategy,
operations and functions of the Company and Agricultural Industry as a Whole and business
model. The details of such familiarization programmes imparted to Independent Directors
can be accessed on the website of the Company at https://poojametal.com/policy/.
INFORMATION ON DIRECTORATE
As on date of this report, your Company's Board comprises 8 Directors
viz., (4) Promoter Executive Director, i.e. (1) Executive Director, i.e. Managing
Director, (1) Executive Director, i.e. Whole time Director, (2) Executive Directors, and
(4) Non- executive Independent Directors.
A. Change in Board Composition
i. During the year under Review, on the recommendation of the
Nomination and Remuneration Committee and Board of Directors, Mr. Hitesh Amritlal
Vishrolia
(DIN: 09426403) appointed as an Independent Director of the Company for
a period up to December 05, 2026 not liable to retire by rotation at the Annual general
meeting held on September 29, 2022.
ii. During the year under Review, the Board of Directors of the
Company, on the recommendation of the Nomination and Remuneration Committee and Board of
Directors, Mr. Bimal Sureshkumar Udani (DIN: 06558577) appointed
as an Independent Director of the Company for a period up to November 12, 2026 not liable
to retire by rotation at the Annual general meeting held on September 29, 2022.
iii. During the year under Review, on recommendation of Nomination and
Remuneration Committee and pursuant to approval of the Board of Directors, Mr. Sunil
Devram Panchmatiya (DIN: 02080742) re-appointed as a Chairman and
Managing Director for further period of five (5) years at the Annual general meeting held
on September 29, 2022.
iv. During the year under Review, on recommendation of Nomination and
Remuneration Committee and pursuant to approval of the Board of Directors, Mr. Anil
Devram Panchmatiya (DIN: 02080763) re-appointed as a Whole time
Director for further period of five (5) years at the Annual general meeting held on
September 29, 2022.
v. During the year under Review, on the recommendation of the
Nomination and Remuneration Committee and Board of Directors, At Annual General meeting
held on September 29, 2022, Mr. Amit Pravinbhai Karia (DIN: 07820515), re appointed as
Non-Executive Independent Director of the Company, not liable to retire by rotation, to
hold office for a second term of five years commencing with effect from May 18, 2022.
vi. During the year under Review, on the recommendation of the
Nomination and Remuneration Committee and Board of Directors, At Annual General meeting
held on September 29, 2022, Ms. Nayna Dwarkadas Kanani (DIN: 07826188), re-appointed as
Non-Executive Independent Director of the Company, not liable to retire by rotation, to
hold office for a second term of five years commencing with effect from May 18, 2022.
B. Retirement by rotation and subsequent re-appointment:
Mr. Sunil Devram Panchmatiya (DIN: 02080742), Chairman & Managing
Director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant
to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read
with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any
statutory modification(s) or re-enactment(s) thereof for the time being in force), and
being eligible have offered himself for re-appointment.
Appropriate business for his re-appointment is being placed for the
approval of the shareholders of the Company at the ensuing AGM. The brief resume of the
Director and other related information has been detailed in the Notice convening the
ensuing AGM of the Company.
The relevant details, as required under Regulation 36 (3) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations") and Secretarial Standards-II issued by ICSI, of the person seeking re-
appointment as Directors are annexed to the Notice convening the 7th Annual
general meeting.
KEY MANAGERIAL PERSONNEL
In accordance with Section 203 of the Companies Act, 2013, the Company
has already appointed Mr. Sunil Devram Panchmatiya as Chairman and Managing Director, Mr.
Anil Devram Panchmatiya as Whole Time Director of the Company. Further Mr. Hitesh Rasiklal
Khakhkhar as Chief Financial Officer and Mr. Tejus Rameshchandra Pithadiya as Company
Secretary & Compliance Officer of the Company.
Further, there was no change in the Key Managerial Personnel of the
Company during the financial year 2022-23.
PERFORMANCE EVALUATION
The Board of Directors has carried out an annual evaluation of its own
performance, board committees and individual directors pursuant to the provisions of the
Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 in the following manners;
The performance of the board was evaluated by the board, after seeking
inputs from all the directors, on the basis of the criteria such as the board composition
and structure, effectiveness of board processes, information and functioning etc.
The performance of the committees was evaluated by the board after
seeking inputs from the committee members on the basis of the criteria such as the
composition of committees, effectiveness of committee meetings, etc.
The board and the nomination and remuneration committee reviewed the
performance of the individual directors on the basis of the criteria such as the
contribution of the individual director to the board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects
of his role.
Separate meeting of independent directors was held to evaluate the
performance of non-independent directors, performance of theboard as a whole and
performance of the chairman, taking into account the views of executive directors and
non-executive directors. Performance evaluation of independent directors was done by the
entire board, excluding the independent director being evaluated.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Companies Act, 2013, the board of
directors, to the best of their knowledge and ability, confirm that:
a) In preparation of annual accounts for the year ended March 31, 2023,
the applicable accounting standards have been followed and that no material departures
have been made from the same;
b) The Directors had 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 or loss of the Company for that year;
c) The Directors had 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) The Directors had prepared the annual accounts for the year ended
March 31, 2023 on going concern basis. e) The Directors had laid down the internal
financial controls to be followed by the Company and that such Internal Financial Controls
are adequate and were operating effectively; and
f) The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
COMMITTEES OF BOARD
In compliance with the requirement of applicable provisions of the
Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, (the SEBI (LODR)
Regulations, 2015') and as part of the best governance practice, the Company has
constituted following Committees of the Board.
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholder's Grievance & Relationship Committee
The composition of each of the above Committees, their respective role
and responsibility are detailed in the Report on Corporate Governance annexed to this
Report.
AUDIT COMMITTEE
The Company has formed Audit Committee in line with the provisions
Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
As at March 31, 2023, the Audit Committee comprised Mr. Amit Pravinbhai
Karia (Non-Executive Independent Director) as Chairperson and Ms. Nayna Dwarkadas Kanani
(Non-Executive Independent Director) and Mr. Anil Devram Panchmatiya (Whole Time Director)
as Members.
Recommendations of Audit Committee, wherever/whenever given, have been
accepted by the Board of Directors.
VIGIL MECHANISM
The Company has established a vigil mechanism and accordingly framed a
Whistle Blower Policy. The policy enables the employees to report to the management
instances of unethical behavior, actual or suspected fraud or violation of Company's
Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle
Blower to report genuine concerns or grievances and provide for adequate safeguards
against victimization of the Whistle Blower who avails of such mechanism and also provides
for direct access to the Chairman of the Audit Committee, in exceptional cases. The
functioning of vigil mechanismis reviewed by the Audit Committee from time to time. None
of the Whistle blowers has been denied access to the Audit Committee of the Board. The
Whistle Blower Policy of the Company is available on the website of the Company at
https://poojametal.com/wp-content/uploads/2021/12/Whistle-Blower-Policy-.pdf
NOMINATION AND REMUNERATION POLICY / POLICY ON DIRECTORS'
APPOINTMENT AND REMUNERATION
The Board has, on the recommendation of the Nomination &
Remuneration Committee, formulated a policy on appointment and remuneration of Directors,
Key Managerial personnel and Senior Management personnel , including the criteria for
determining qualifications, positive attributes, independence of a director and other
matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013.
Nomination and Remuneration Policy in the Company is designed to create
a high performance culture. It enables the Companyto attract motivated and retained
manpower in competitive market, and to harmonize the aspirations of human resources
consistent with the goals of the Company. The Company pays remuneration by way of salary
to its Executive Directors and Key Managerial Personnel. Annual increments are decided by
the Nomination and Remuneration Committee within the salary scale approved by the members
and are effective from April 01, of each year.
The Nomination and Remuneration Policy, as adopted by the Board of
Directors, is placed on the website of the Company at
https://poojametal.com/wp-content/uploads/2021/12/Nomination-Remuneration-Committee-Policy.pdf.
REMUNERATION OF DIRECTORS
The details of remuneration/sitting fees paid during the financial year
2022-23 to Executive Directors/Directors of the Companyis provided in Annual Return, i.e.
Form MGT-7 which is uploaded on website of Company, i.e. at www.poojametals.com and in
Report on Corporate Governance which are the part of this report.
PUBLIC DEPOSITS
The Company has not accepted any deposits during the current reporting
period in terms of provisions of Sections 73 to 76 or any other relevant provisions of the
Companies Act, 2013 and the rules made thereunder.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the notes to the
Financial Statement for the year ended on March 31, 2023.
ANNUAL RETURN
The Annual Return of the Company as on March 31, 2023 is available on
the Company's website and can be accessed at www.poojametals.com.
TRANSACTIONS WITH RELATED PARTIES
All the Related Party Transactions entered into during the financial
year were on an Arm's Length basis and in the Ordinary Course of Business. No
material significant Related Party Transactions (i.e. exceeding 10% of the annual
consolidated turnover as per the last audited financial statement) with Promoters,
Directors, Key Managerial Personnel (KMP) and other related parties which may have a
potential conflict with the interest of the Company at large, were entered during the year
by your Company. Accordingly, the disclosure of Related Party Transactions as required
under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable.
Further, prior omnibus approval of the Audit Committee is obtained on
yearly basis for the transactions which are of a foreseen and repetitive nature. The
transactions entered into pursuant to the omnibus approval so granted were placed before
the Audit Committee and the Board of Directors for their approval on quarterly basis.
The details of the related party transactions for the financial year
2022-23 is given in notes of the financial statements which is part of Annual Report.
The Policy on Related Party Transactions as approved by the Board of
Directors is available on the website of the Company at
https://poojametal.com/wp-content/uploads/2023/02/Policy-Related-Party-Transaction-1.pdf .
INTERNAL FINANCIAL CONTROL (IFC) SYSTEMS AND THEIR ADEQUACY
Though the various risks associated with the business cannot be
eliminated completely, all efforts are made to minimize the impact of such risks on the
operations of the Company. Necessary internal control systems are also put in place by the
Company on various activities across the board to ensure that business operations are
directed towards attaining the stated organizational objectives with optimum utilization
of the resources. Apart from these internal control procedures, a well-defined and
established system of internal audit is in operation to independently review and
strengthen these control measures, which is carried out by a reputed firm of Chartered
Accountants. The audit is based on an internal audit plan, which is reviewed each year in
consultation with the statutory auditor of the Company and the audit committee. The
conduct of internal audit is oriented towards the review of internal controls and risks in
its operations.
M/s. DGMS & Co. Chartered Accountants (FRN: 0112187W), the
statutory auditors of the Company has audited the financial statements included in this
annual report and has issued an report annexed as an Annexure B to the Audit Report
of the Company on our internal control over financial reporting (as defined in section 143
of Companies Act, 2013.
The audit committee reviews reports submitted by the management and
audit reports submitted by internal auditors and statutory auditor. Suggestions for
improvement are considered and the audit committee follows up on corrective action. The
audit committee also meets the statutory auditors of the Company to ascertain, inter alia,
their views on the adequacy of internal control systems and keeps the board of directors
informed of its major- observations periodically. Based on its evaluation (as defined in
section 177 of Companies Act 2013), our audit committee has concluded that, as of March
31, 2023, our internal financial controls were adequate and operating effectively.
MATERIAL CHANGES AND COMMITMENT
There are no material changes and commitments, affecting the financial
position of the Company, have occurred between the ends of financial year of the Company
i.e. March 31, 2023 to the date of this Report.
PARTICULAR OF EMPLOYEES
The ratio of the remuneration of each director to the median of
employees' remuneration as per Section 197(12) of the Companies Act, 2013, read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is annexed to this Report as Annexure-A.
The statement containing top ten employees in terms of remuneration
drawn and the particulars of employees as required under Section 197(12) of the Act read
with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is not applicable to the company and therefore, separate annexure was not
provided forming part of this report. Further, the report and the accounts are being sent
to members excluding this annexure. In terms of Section 136 of the Act, the said annexure
is open for inspection in electronic mode for Members. Any shareholder interested in
obtaining a copy of the same may write to Company Secretary.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
During this period under the provisions under section 135 in respect of
CSR is not applicable to the Company. Hence, your Directors have not constituted the
Corporate Social Responsibility (CSR) Committee.
SUBSIDIARIES, ASSOCIATE AND JOUINT VENTURE COMPANIES AND LLP
As on March 31, 2023, the Company has following subsidiaries:
Sr. No. Name |
Address of Registered Office |
Nature of Business |
1. Sierra Automation Private Limited (Wholly Owned
Subsidiary) |
R/S. 86/2, Nr DTPL, Nr. Bhavani Extrusion, Jamnagar- 361004,
Gujarat. |
The Company is engaged in the business of Manufacture of
fabricated metal products, except machinery and equipments as its principal business
activity. |
In accordance with Section 129(3) of the Companies Act, 2013, a
statement containing salient features of the financial statements of the subsidiary
companies in Form AOC-1 is annexed to this Report as Annexure B.
During the year, the Board of Directors reviewed the affairs of the
subsidiaries. In accordance with Section 129(3) of Companies Act, 2013, Consolidated
Financial Statements of the Company and all its subsidiaries in accordance with the
relevant accounting standards have been prepared which forms part of the Annual Report.
Further, the Company does not have any Associate Companies and Joint
Ventures as on March 31, 2023.
Pursuant to the Section 136 of the Companies Act, 2013, the financial
statements of the company, consolidated financial statements along with relevant documents
and separate audited accounts in respect of Subsidiaries Company, is available on the
Website of the company www.poojametals.com.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
To foster a positive workplace environment, free from harassment of any
nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework,
through which we address complaints of sexual harassment at the all workplaces of the
Company. Our policy assures discretion and guarantees non-retaliation to complainants. We
follow a gender-neutral approach in handling complaints of sexual harassment and we are
compliant with the law of the land where we operate. The Company has setup an Internal
Complaints Committee (ICC) for redressal of Complaints.
During the financial year 2022-23, the Company has received nil
complaints on sexual harassment, out of which nil complaints have been disposed of and nil
complaints remained pending as of March 31, 2023. The Policy on Anti Sexual Harassment as
approved by the Board of Directors is available on the website of the Company at
https://poojametal.com/policy/ .
RISK MANAGEMENT
A well-defined risk management mechanism covering the risk mapping and
trend analysis, risk exposure, potential impact and risk mitigation process is in place.
The objective of the mechanism is to minimize the impact of risks identified and taking
advance actions to mitigate it. The mechanism works on the principles of probability of
occurrence and impact, if triggered. A detailed exercise is being carried out to identify,
evaluate, monitor and manage both business and non-business risks.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
(A) Conservation of energy
i. The steps taken or impact on conservation of energy: |
Company ensures that the operations are conducted in the manner whereby
optimum utilization and maximum possible savings of energy is achieved. |
ii. The steps taken by the Company for utilizing alternate sources of
energy: |
No alternate source has been adopted. |
iii. The capital investment on energy conservation equipment: |
No specific investment has been made in reduction in energy consumption. |
(B) Technology absorption |
i. The effort made towards technology absorption: Not Applicable. |
ii. The benefit derived like product improvement, cost reduction,
product development or import substitution: NotApplicable |
iii. in case of imported technology (imported during the last three
years reckoned from the beginning of the financial year) - NotApplicable |
a) The details of technology imported: Nil. |
b) The year of import: Not Applicable. |
c) Whether the technology has been fully absorbed: Not Applicable. |
d) If not fully absorbed, areas where absorption has not taken place,
and the reasons thereof: |
Not Applicable. |
e) The expenditure incurred on Research and Development: Nil |
f) Foreign Exchange Earnings & Expenditure: |
i. Details of Foreign Exchange Earnings: 1765.83 Lakhs |
ii. Details of Foreign Exchange Expenditure: 1627.77 Lakhs |
CORPORATE GOVERNANCE
The Company's Corporate Governance philosophy is to continuously
strive to attain higher levels of accountability, transparency, responsibility and
fairness in all aspects of its operations. The Company remained committed towards
protection and enhancement of overall long term value for all its stakeholders customers,
lenders, employees and the society. The Company also acknowledges and appreciates its
responsibility towards the society at large and has embarked upon various initiatives to
accomplish this. As stipulated in Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Report on Corporate Governance and Certificate
of the Practicing Company Secretary with regards to compliance with the conditions of
Corporate Governance is annexed to the Board's Report as Annexure-C
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34(2) (e) read with part B of Schedule V of the
SEBI (LODR) Regulations, 2015, Management Discussion and Analysis Report is forming the
part of this Annual Report Annexure-D
STATUTORY AUDITOR AND THEIR REPORT
M/s. DGMS & CO, Chartered Accountants (formerly known as Doshi Maru
& Associates), (FRN: 0112187W) Jamnagar, has been appointed as Auditors of the Company
for a term of four consecutive years at the Annual General Meeting held on September 29,
2022. They have confirmed that they are not disqualified from continuing as Auditors of
the Company.
M/s. DGMS & CO,, Chartered Accountant, Jamnagar, (FRN: 0112187W)
were appointed as the statutory auditors of the Company for a second term of 4 (Four)
years to hold office from the conclusion of 6th Annual general meeting until
the conclusion of the 10th Annual general meeting of the Company to be held in
the calendar year 2026.
The Notes to the financial statements referred in the Auditors Report
are self-explanatory and therefore do not call for any comments under Section 134 of the
Companies Act, 2013. The Auditors' Report is enclosed with the financial statements
in this Annual Report. There has been no qualification, reservation, adverse remark or
disclaimer given by the Auditors in their Report.
INTERNAL AUDITOR:
Pursuant to Section 138 of Companies Act 2013, the Company had
appointed M/s. Paras A Rathod & Co., Chartered Accountants, (FRN: 150972W), as an
Internal Auditor of theCompany for the financial year 2022-23.
REPORTING OF FRAUD
The Auditors of the Company have not reported any fraud as specified
under Section 143(12) of the Companies Act, 2013.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS INTERNAL AUDITOR:
There are no other significant/material orders passed by the
Regulators, Courts, Tribunals, Statutory and quasi-judicial body impacting the going
concern status of the Company and its operations in future. The details of litigation on
tax and other relevant matters are disclosed in the Auditors' Report and Financial
Statements which forms part of this Annual Report.
CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016(IBC)
During the period under review no corporate insolvency resolution
process is initiated against the company under the Insolvencyand Bankruptcy Code, 2016
(IBC).
SECRETARIAL AUDITOR AND THIEIR REPORT
The Company has appointed M/s. Payal Dhamecha & Associates,
Practicing Company Secretary, to conduct the Secretarial Audit of the Company for the
financial year 2022-23, as required under Section 204 of the Companies Act, 2013 and Rules
thereunder. The Secretarial Audit Report for the financial year 2022-23 is annexed to this
report as an Annexure E.
The Annual Secretarial Compliance Report for the financial year ended
March 31, 2023 issued by M/s. Payal Dhamecha & Associates through their Proprietor Ms.
Payal Dhamecha, in relation to compliance of all applicable SEBI Regulations/
Circulars/Guidelines issued thereunder, pursuant to requirement of Regulation 24A of the
Listing Regulations read with Circular no. CIR/CFD/CMD1/27/2019 dated 8th February, 2019
(including any statutory modification(s) or re-enactment(s) thereof for the time being in
force) is annexed to this report as an Annexure E1. The Secretarial Compliance
Report has been voluntarily disclosed as a part of Annual Report as good disclosure
practice.
Secretarial Audit Report and Secretarial Compliance Report do have
Qualification or adverse remarks as below;
1. Regulation 3(5) & 3(6) SEBI of Prohibition of Insider Trading
Regulations, 2015.
Delay by Company in entering majority of UPSI Sharing Entries in
software (Structured Digital Database)
Management Reply: Management of Company will be more alert in
making entries of UPSI Sharing into software the same day on which UPSI is shared to any
Designated Persons. Delay was unintentional, to make all compliance within due date, UPSI
sharing entries into software got delayed.
COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND
SECRETARIAL STANDARD 2
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. During
the year under review, the Company has complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India, New Delhi.
WEBSITE
Your Company has its fully functional website www.poojametal.com which
has been designed to exhibit all the relevant details about the Company. The site carries
a comprehensive database of information of the Company including the Financial Results of
your Company, Shareholding Pattern, details of Board Committees, Corporate Policies/
Codes, business activities and current affairs of your Company. All the mandatory
information and disclosures as per the requirements of the Companies Act, 2013, Companies
Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 and also the non-mandatory information of Investors'
interest / knowledge has been duly presented on the website of the Company.
GENERAL DISCLOSURE
Your Directors state that the Company has made disclosures in this
report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies
(Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations,
to the extent the transactions took place on those items during the year. Your Directors
further state that no disclosure or reporting is required in respect of the following
items as there were no transactions on these items during the year under review or they
are not applicable to the Company;
(i) Issue of Equity Shares with differential rights as to dividend,
voting or otherwise;
(ii) Issue of shares (including sweat equity shares) to employees of
the Company under any scheme save and ESOS; (iii) There is no revision in the Board Report
or Financial Statement;
(iv) No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concernstatus and Company's operations in
future;
APPRECIATIONS AND ACKNOWLEDGEMENT
Your Directors wish to place on record their sincere appreciation for
significant contributions made by the employees at all levels through their dedication,
hard work and commitment during the year under review.
The Board places on record its appreciation for the support and
co-operation your Company has been receiving from its suppliers, distributors, retailers,
business partners and others associated with it as its trading partners. Your Company
looks upon them as partners in its progress and has shared with them the rewards of
growth. It will be your Company's endeavor to build and nurture strong links with the
trade based on mutuality of benefits, respect for and co-operation with each other,
consistent with consumer interests.
Your Directors also take this opportunity to thank all Shareholders,
Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for
their continued support.
Registered office: |
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For, Poojawestern Metaliks Limited |
Plot No. 1, Phase II, GIDC, |
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Dared Jamnagar- 361004, Gujarat |
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SD/- |
SD/- |
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Anil Devram Panchmatiya |
Sunil Devram Panchmatiya |
Date: September 02, 2023 |
Whole time Director |
Chairman and Managing Director |
Place: Jamnagar |
DIN: 02080763 |
DIN: 02080742 |
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