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Pochiraju Industries Ltd.

BSE: 532803 Sector: Others
NSE: POCHIRAJU ISIN Code: INE332G01032
BSE 00:00 | 01 Jul Pochiraju Industries Ltd
NSE 05:30 | 01 Jan Pochiraju Industries Ltd
OPEN 3.10
PREVIOUS CLOSE 3.10
VOLUME 5200
52-Week high 3.10
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 6
Buy Price 3.10
Buy Qty 674.00
Sell Price 3.10
Sell Qty 632.00
OPEN 3.10
CLOSE 3.10
VOLUME 5200
52-Week high 3.10
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 6
Buy Price 3.10
Buy Qty 674.00
Sell Price 3.10
Sell Qty 632.00

Pochiraju Industries Ltd. (POCHIRAJU) - Director Report

Company director report

Dear Shareholders

Yours Directors have pleasure in placing before you the 25 th Annual Reporton the working and progress of the Company along with audited accounts of the company forthe financial year ended 31st March 2020 and the report of the auditors thereon.

FINANCIAL RESULTS

Key aspects of the company's financial performance for the year 2019-20 are tabulatedbelow:

Particulars 2019-20 2018-19
(Rs. in Lakhs) (Rs. in Lakhs)
Gross Revenue - -
Total Expenditure 41.46 15.82
Profit before Depreciation and taxation (41.46) (15.82)
Depreciation 360.48 360.48
Profit/(Loss) before tax(PBT) (401.49) (376.29)
Less: Provision for Current tax - -
Profit/(Loss) after tax (401.49) (376.29)
Prior Period Items - -
Profit / (Loss) after Prior Period Items (401.49) (376.29)
Profit Brought Forward from previous year (1680.79) (1304.50)
Adjustment on account of Change in Depreciation accounting policy - -
Net Profit / (Loss) carried to Balance Sheet (2082.73) (1680.79)

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

The Company's bankers PNB has taken action under SARFEASI act and taken possession ofthe Company's properties resulting total stoppage of Company's operations. The biotechunit of the company situated at M. N. Biotech Park (formerly Alexandria Knowledge park)was sold by PNB in e public auction in March 2018 against which the Company has filed aWrit petition in the High Court of Telangana.

CHANGE IN THE NATURE OF BUSINESS IF ANY:

During the financial year 2019-2020 the company has not changed the nature ofbusiness.

DIVIDEND:

Keeping the Company's present financial and operational crisis in mind your Directorshave decided not to recommend dividend for the year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The management discussion and analysis of the financial condition and results ofoperations of the company for the period under review as required under clause 49 of thelisting agreement of the stock exchange is given as a separate statement forming part ofthis Annual report.

BUSINESS INNOVATION EXPANSION AND DIVERSIFICATION

The Company's operations were affected and become nil as the Company's bankers issuednotice under SARFEASI act and taken possessions of the properties of the Company.

PNB since 2015 continuously resorted to a series of e auction of Company's propertiesin violation of many provisions of SARFEASI act initially in collusion with the solesingle bidder (the neighboring company to our biotech unit) sold at a throw away price ofRs. 17.25 crores (initially valued at a distress reserve price of Rs. 50.00 crores) whosesale was set aside two times by Honorable High Court and third time with vengeance sold atRs. 22.5 crores despite strong objections and representation of the Company to give afair opportunity to resolve the issue. The authorized officer and his superiors at Circleoffice and Zonal Office resorted to all possible violations of the provisions of theSARFEASI ACT in their vengeful anxiety to auction the Company's Assets.

Despite the struck down (second time) by Honorable High Court of July 2017 auction PNBeven before the receipt of the copy of the Judgement again issued auction notice of ourBiotech unit at Hyderabad fixing the reserve price at Rs. 21.00 crores and auctioned at R.22.5 crores this time with 5 bidders. All along the whole 2017 during which two auctionswere held at reserve price of Rs. 17.25 crores to sole single bidder with an argument thatthere are no bidders. This itself shows the mollified intentions and misdeeds of certainPNB officials. During 2017 to 2018 PNB has cooked up several valuation reports to suitthem.

The Company has no option but to approach Honorable High Court for the third time andthe matter is presently under sub judice.

DIRECTORS AND KEY MANA ( second timNGERIAL PERSONNEL:

Details of re-appointment /appointment of the director:

Name of the Director Smt.Sailaja. P
Date of Birth 01.06.1965
Date of Appointment Promoter Director
Qualifications MSc. Chemistry
No. of Shares held in the Company 1680619
Directorships held in other companies (excluding private limited and foreign companies) Nil
Positions held in mandatory committees of other companies Nil

Details of re-appointment /appointment of the director:

Name of the Director Sri.Sudhakar. P
Date of Birth 01-08-1960
Date of Appointment Promoter Director
Qualifications FCA. GrdCWA. Qualified CS
No. of Shares held in the Company 4389145
Directorships held in other companies (excluding private limited and foreign companies) Nil
Positions held in mandatory committees of other companies Nil

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from Dr.A.Ramaiah and Sri Dr. K S RSiva and Sri Dr. S S N Murthy Independent Directors of the Company under Section 149(7) ofthe Companies Act 2013 that they as Independent Directors of the Company meet with thecriteria of their Independence laid down in Section 149(6).(Format Annexure II)

VIGIL MECHANISM:

Vigil Mechanism Policy has been established by the Company for directors and employeesto report genuine concerns pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013. The same has been placed on the website of the Company.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures.

(b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities.

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

APPOINTMENT OF AUDITORS:

The Board recommends the appointment of M/s. V. Ravi & Co as the statutoryauditors of the Company from the conclusion of this Annual General meeting till theconclusion of the next Annual General Meeting.

INTERNAL AUDIT:

The company has not appointed any Internal Auditors for the financial year 2019-20.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act2013 Secretarial audit report as provided by Sri.Subhas Kishan.K Practicing CompanySecretaries M.N. ACS 32743 is annexed to this Report as annexure.

AUDIT REPORTS:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts f or theyear ended March 31 2020 and given explanations in Notes to Accounts annexed to BalanceSheet.

However the Board decided to further strengthen the existing system and procedures tomeet all kinds of challenges associated with the business.

The Board has duly reviewed the Secretarial Audit Report on the Compliances accordingto the provisions of section 204 of the Companies Act 2013. There is no company secretaryCFO and Internal Auditors appointed during the year and the Board authorized Sri. SudhakarPochiraju Managing Director of the Company being a qualified Chartered Accountant CostAccountant and Company Secretary to act as CFO and Compliance Officer considering thepresent situation of the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is providedhereunder:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been takento conserve energy wherever possible by using energy efficient computers and purchase ofenergy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL

Foreign Exchange Outgo: NIL

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec. 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 during thefinancial year under review.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its variouslocations commensurate with its size and operations. The organization is adequatelystaffed with qualified and experienced personnel for implementing and monitoring theinternal control environment. The internal audit function is adequately resourcedcommensurate with the operations of the Company and reports to the Audit Committee of theBoard.

INSURANCE:

The properties and assets of your Company are seized under the SARFEASI ACT by itsbankers.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Details of loans guarantees or investments made under section 186 of the companiesAct 2013 are given in the notes to the financial statements.

CREDIT & GUARANTEE FACILITIES:

The Company availed facilities of Credit for the business of the Company from PunjabNational Bank.

RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk Management. Your Company hasadopted a procedure for assessment and minimization of probable risks. It ensures that allthe risks are timely defined and mitigated in accordance with the well structured riskmanagement process.

CORPORATE SOCIAL RESPONSIBILTY POLICY:

Since your Company do not have the net worth of Rs. 500 Crore or more or turnover ofRs. 1000 Crore or more or a net profit of Rs. 5 Crore or more during the financial yearsection 135 of the Companies Act 2013 relating to Corporate Social Responsibility is notapplicable and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.

RELATED PARTY TRANSACTIONS:

As required under clause 49(VIII)(A)(2) of the listing agreement the Company hasdisclosed the policy on dealing with related party transactions at Company's website.

Your Directors draw attention of the members to Note 33 to the financial statementwhich sets out related party disclosures.

DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act 2013 and Rule 5(1)(2) & (3) of theCompanies (Appointment & Remuneration) Rules 2014 the remuneration of Rs.6300000/-p.a. has been provided but not paid to Mr. P. Sudhakar Managing Director ofthe Company since 2012 due to financial crisis.

LISTING WITH STOCK EXCHANGES:

The Company is listed with BSE Limited and National Stock Exchange of India Limited(NSE) and the Annual Listing Fees were outstanding due to the present financial andoperational crisis.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

Directors are happy to report that your Company is compliant with the CorporateGovernance requirements as per Clause 49 of the Listing Agreement with the StockExchanges. A separate section on Corporate Governance and Management Discussion andAnalysis together with a certificate from the Statutory Auditor confirming compliance isset out in the Annexure forming part of this report.

INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY

The Company is not a NBFC Housing Companies etc. and hence Industry based disclosuresis not required.

SECRETARIAL STANDARDS EVENT BASED DISCLOSURES

During the year under review the Company has not taken up any of the followingactivities:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee's stock option scheme: NA

4. Disclosure on purchase by company or giving of loans by it for purchase of itsshares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution bythe staff at all levels in the improved performance of the Company. Presently the Companyhas no staff as there are no operations. None of the employees is drawing Rs.500000/-and above per month or Rs.6000000/- and above in aggregate per annum the limitsprescribed under Section 134 of the Companies Act 2013.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaint Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposedduring the calendar year.

• No. of complaints received: Nil

• No. of complaints disposed off: Nil

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made bythe employees at all levels to the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of businessconstituents banks and other financial institutions and shareholders of the Company likeSEBI BSE NSE NSDL CDSL Punjab National Bank for their continued support for thegrowth of the Company.

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