Your Directors have pleasure in presenting the 34th Annual Report on your business andoperations together with the Audited Financial Statements for the year ended March 312022.
The Company's financial performance for the year ended March 31 2022 is summarizedbelow:
|PARTICULARS ||2021-22 ||2020-21 |
| ||(Rs. in Lakhs) ||(Rs. in Lakhs) |
|Revenue from Operations ||49783.10 ||31888.41 |
|Other Income ||37.79 ||118.41 |
|Total Income ||49820.89 ||32006.82 |
|Total Expenditure (excluding Finance Cost & Depreciation) ||48652.10 ||31103.40 |
|Earnings Before Interest Depreciation and Taxes (EBIDTA) ||1168.79 ||903.42 |
|Interest and Finance Cost ||668.42 ||551.39 |
|Depreciation & Amortisation ||180.87 ||175.91 |
|Profit/(Loss) Before Tax ||319.50 ||176.12 |
|Tax Expense ||(17.61) ||31.22 |
|Profit/ (Loss) after Tax ||337.11 ||144.90 |
|Other Comprehensive Income (Net of Taxes) ||4.84 ||23.79 |
|Total Comprehensive Income ||341.95 ||168.69 |
Revenue from Operations for the financial year 2021 -22 was Rs. 497 Crores as againstRs. 318 Crores in the previous year. Despite second wave of the Covid-19 pandemic in thebeginning of the year your Company has achived robust revenue growth of 56% howevermargins were low due to cost inflation.
The Operating Profit (EBIDTA) for the year stood at Rs. 1168.79 Lakhs as against Rs.903.42 Lakhs in the previous financial year. The profitability for the year has alsoimproved from Rs. 176 Lakhs in the previous year to Rs. 319 Lakhs in the current financialyear. The export sales for the year 2021-22 was Rs. 199 Crores as against Rs. 122 Croresin the previous year.
The earnings per share for the year ended March 31 2022 was Rs.6.05/-. The networth ofthe company as at March 31 2022 was Rs. 3866.66 Lakhs.
COVID 19 PANDEMIC
The financial year 2021-22 was also affected by the effects of Covid-19 and the 2nd and3rd waves of the pandemic put a lot of pressure on employees as well as on Management.However our Industrial relations practices welfare schemes and employee engagementinitiatives helped us to run our business smoothly in this challenging period.
The Company has made an assessment of the recoverability and carrying values of itsassets comprising of property plant and equipment inventories receivables and othercurrent / non-current assets as of March 31 2022 and on the basis of evaluation hasconcluded that no material adjustments are required in the financial results.
The Board of Directors of your company after considering holistically the relevantcircumstances has decided not to recommend any dividend for the year under review.
TRANSFER TO RESERVES
The Company has made no transfers to reserves during the Financial Year 2021 22.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
As per the provisions of Section 124(5) of the Companies Act 2013 ("Act")dividend which remained unclaimed for a period of seven years from the date of transfer tounpaid dividend account are required to be credited to IEPF Account.
Pursuant to Section 124 of the Companies Act 2013 unclaimed dividend due for transferto the Investor Education and Protection Fund (IEPF) are as follows:
|Dividend for the year ||Unclaimed Dividend ||Declaration Date ||Proposed date of Transfer |
|2014 15 ||Rs. 89934/- ||September 4 2015 ||October 9 2022 |
|2015 16 ||Rs. 76454/- ||September 2 2016 ||October 7 2023 |
|2017 18 ||Rs. 97580.40/- ||September 1 2018 ||October 8 2025 |
Members who are yet to claim their dividend amount may write to the Company Secretaryor Company's Registrar and Share Transfer Agent M/s. Cameo Corporate Services Limited. Thedetails of unclaimed dividend for the said years are also available on the website of theCompany.
MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and the date of this report.
PARTICULARS OF SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANIES
The Company is neither a holding company nor a subsidiary of any other company as atMarch 31 2022. The Company has no associate company or joint venture company within themeaning of Section 2(6) of the Companies Act 2013.
Your Board is currently constituted with ten Directors comprising of four IndependentDirectors five Executive Directors and one Non-Executive Director.
During the year under review Mr. Venkataraman Independent Director ceased to bedirector of the Company due to his untimely and sudden demise on December 22 2021. Hisunexpected passing away will be an irreparable loss to the Company and all the Directorsand employees of the Company convey deep sympathy sorrow and condolences to his family.
In terms of Section 152 of the Companies Act 2013 and the Articles of Association ofthe Company Mr. Devakar Bansal Managing Director and Mr. Amber Bansal Whole TimeDirector who has been longest in the office retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offers themselves for reappointment. The Boardrecommends their re-appointment to the members of the Company.
Mr. Shyam Sunder Tikmani was appointed as an Independent Director for a period of 5years commencing from December 29 2021 to December 28 2026 subject to approval of theshareholders at the ensuing Annual General Meeting of the Company. The Board recommendshis appointment to the members as a special resolution.
POEL Annual Report 2021-22
Mr. Jyoti Kumar Chowdhry was appointed as an independent director for the first term offive years effective from June 1 2018. His office of directorship is due for retirementon May 31 2023. The Board at its meeting held on September 2 2022 approved thereappointment of Mr. Jyoti Kumar Chowdhry as an independent director of the Company witheffect from June 1 2023 to May 31 2028. The Board recommends his appointment to themembers as a special resolution.
The Directors on the Board are Mr. Devakar Bansal Mr. Sunil Kumar Bansal Mr. Y. V.Raman Dr. Padam C Bansal Mr. Shyam Sunder Tikmani Mr. Harish Kumar Lohia Mrs. IndraSomani Mr. Jyoti Kumar Chowdhry Mr. Harsh Bansal and Mr. Amber Bansal.
INDEPENDENT DIRECTORS AND FAMILIARIZATION PROGRAMME
The independent directors have submitted their declaration of independence as requiredunder Section 149(7) of the Act stating that they meet the criteria of independence asprovided in section 149(6) of the Act as amended and Regulation 16 of the SEBI ListingRegulations as amended. In terms of Regulation 25(8) of SEBI Listing Regulations theyhave confirmed that they are not aware of any circumstance or situation which exist ormay be reasonably anticipated that could impair or impact their ability to dischargetheir duties with an objective independent judgement and without any external influence.
The Board took on record the declaration and confirmation submitted by the IndependentDirectors regarding their meeting the prescribed criteria of independence afterundertaking due assessment of the veracity of the same as required under Regulation 25 ofthe SEBI Listing Regulations.
The Independent Directors of the Company have confirmed that they have enrolledthemselves in the Independent Directors' Databank maintained with the Indian Institute ofCorporate Affairs (IICA') in terms of Section 150 of the Act read with Rule 6 of theCompanies (Appointment & Qualification of Directors) Rules 2014 as amended.
Further the Independent Directors have also confirmed that: l They have complied withthe Code of Independent Directors as prescribed in Schedule IV to the Act; l They havecomplied with POEL Code of Conduct for Board Members and Senior Management; l They are notdisqualified to act as an Independent Director.
The Board is of the opinion that Independent directors of the company are persons ofhigh repute integrity & possess the relevant expertise & experience in theirrespective fields.
In compliance with Regulation 25 of the SEBI Listing Regulations the Board has adopteda policy on familiarisation programme for Independent Directors of the Company. The policyfamiliarizes the Independent Directors with the nature of industry in which the Companyoperates business model of the Company their roles rights and responsibilities in theCompany.
The details of familiarization programme during the financial year 2021 22 areavailable on the website of the Company at http://poel.in/investors.html#invstr under thehead Policies'.
KEY MANAGERIAL PERSONNEL
The following Directors/Officials of the Company have been designated as Key ManagerialPersonnel (KMP) of the Company by the Board of Directors in terms of provisions of Section203 of the Companies Act 2013 and the SEBI Listing Regulations:
|1. Mr. Devakar Bansal ||Managing Director |
|2. Mr. Sunil Kumar Bansal ||Managing Director |
|3. Mr. Amber Bansal ||Whole Time Director & Chief Financial Officer |
|4. Mr. Aashish Kumar K Jain ||Company Secretary & Finance Head |
MEETINGS OF THE BOARD
The Board of Directors met 6 (Six) times during the financial year 2021-22. The detailsof the Board Meetings with regard to their dates and attendance of each Director thereathave been provided in the Corporate Governance Report. The Company has complied with theapplicable Secretarial Standards as issued by the Institute of Company Secretaries ofIndia in compliance with Section 118 (10) of the Companies Act 2013 read with para 9 ofthe revised Secretarial Standards on Board Meetings.
In compliance to the provisions of Companies Act 2013 and SEBI Listing Regulationsthe Company has constituted various committees of the Board. Details of scopeconstitution terms of reference number of meetings held during the year under reviewalong with attendance of Committee Members therein forms part of the Report on CorporateGovernance which is annexed to this report. Details of the constitution of theseCommittees is also available on the website of the Company at www.poel.in.
REMUNERATION POLICY OF THE COMPANY
In compliance with the provisions of Section 178 of the Companies Act 2013 read withRegulation 19 of SEBI Listing Regulations a policy relating to remuneration for theDirectors Key Managerial Personnel and other employees has been adopted by the Board ofDirectors thereby analyzing the criteria for determining qualifications positiveattributes and independence of a Director. The said policy is available on the website ofthe Company at http://poel.in/pdf/Remuneration%20Policy.pdf.
The salient features of the policy are as under:
|1. Setting out the objectives of the policy. |
|2. Qualification of Directors including Independent Directors. |
|3. Positive attributes of Directors including Independent Directors. |
|4. Criteria for appointment of KMP and personnel at senior management. |
|5. Remuneration of executive directors non-executive directors KMP and other employees. |
There has been no change in the policy during the year.
RECOMMENDATION OF THE AUDIT COMMITTEE
During the year under review all the recommendations made by the Audit Committee wereaccepted by the Board.
The Board of Directors of the Company has established a framework for the evaluation ofits own performance its committees and individual Directors of the Company inconsultation with the Nomination & Remuneration Committee. The Board has set outcertain criteria covering the evaluation of the Chairman Executive DirectorsNon-Executive Directors and Independent Directors on the basis of which the evaluation isbeing carried out on annual basis in terms of provisions of the Companies Act 2013 andthe SEBI Listing Regulations.
During the year under review the Board of Directors at its meeting held on February9 2022 have carried out the evaluation of its own performance committees and directorsof the Company. The Independent Directors in their separate meeting held on even date havealso evaluated the performance of the Chairman and Non-Independent Director(s) of theCompany in accordance with the framework approved by the Board.
Details of performance evaluation of the Independent Directors as required underSchedule IV to the Companies Act 2013 is provided in Corporate Governance Report. TheDirectors have expressed their satisfaction with the evaluation process and its results.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has a proper and adequate system of internal financial controls whichincludes the policies and procedures for ensuring the orderly and efficient conduct of itsbusiness including adherence to Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information. Duringthe year such controls were tested and no material weakness in the design or operationswere observed.
STATUTORY AUDITOR AND AUDIT REPORT
In compliance with the provisions of the Companies Act 2013 read with rules framedthereunder M/s. Darpan & Associates (formerly known as M/s. Raju & Daftary)Chartered Accountants Chennai (having Firm Registration Number: 016156S) has beenappointed as the Statutory Auditors of the Company at 32nd Annual General Meeting till theconclusion of 37th Annual General Meeting to be held in the calendar year 2025.
There were no qualification reservation or adverse remark in the Auditor's Report forthe financial year ended March 31 2022.
The Board of Directors has appointed M/s. CNGSN & Associates LLP CharteredAccountants as the Internal Auditor for the Financial Year 2021-22 in terms of provisionsof Section 138 of the Companies Act 2013. The internal audit is aimed at evaluation ofthe efficacy and adequacy of internal control systems and compliance thereof robustnessof internal processes policies and accounting procedures and compliance with laws andregulations. Based on the reports of internal audit process owners undertake correctiveaction in their respective areas. Significant audit observations and corrective actionsare periodically presented to the Audit Committee of the Board.
Your Company is engaged in the production of inorganic chemicals and base metals. TheCompany is required to maintain cost records as specified by the Central Government underSection 148(1) of the Companies Act 2013 read with rules made thereunder. Accordinglythe Company has maintained the cost records for the production of the above said productsin compliance with the provisions of the said Act.
Mr. K. R. Vivekanandan Cost Accountant (having Firm Registration Number: 102179) hasbeen appointed as the Cost Auditor of the Company for the year 2021-22 for conductingaudit of the cost accounts maintained by the Company in respect of inorganic chemicals andbase metals.
The Board of Directors on the recommendation of the Audit Committee has approved theremuneration of Rs. 40000/- (Rupees Forty Thousand Only) in addition to applicable taxesand out of pocket expenses. As per the provisions of Section 148 of the Companies Act2013 the remuneration of the Cost Auditors is required to be ratified by the shareholdersof the Company. A resolution seeking members' ratification for the remuneration payable tothe Cost Auditor forms part of the notice convening this Annual General Meeting.
In respect of the cost audit for the year 2020-21 the Cost Audit Report does notcontain any qualification reservation or adverse remark.
The Board of Directors has appointed Mrs. Deepa V Ramani Practicing Company Secretaryas the Secretarial Auditor for the Financial Year 2021-22 in terms of provisions ofSection 204 of the Companies Act 2013. The Secretarial Audit Report for the financialyear 2021 - 22 in the prescribed Form MR-3 is enclosed as Annexure - I to this report. TheSecretarial Audit Report does not contain any qualification reservation or adverse remarkwhich needs any explanation or comments of the Board.
REPORTING OF FRAUDS BY THE AUDITORS
During the year under review the Statutory Auditors Cost Auditor or SecretarialAuditor have not reported any fraud to the Audit Committee under Section 143(12) of theCompanies Act 2013.
A robust and integrated risk management framework is in existence under which thecommon prevailing risks in the Company are identified the risks so identified arereviewed by the Audit Committee and the management's actions to mitigate the risk exposureare assessed. The Risk Management Policy can be viewed on the website of the Company athttp://poel.in/pdf/POEL%20Policy%20on%20Risk%20Management.pdf.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company is having an established and effective Vigil Mechanism. The mechanism hasbeen appropriately communicated within the organization. The Whistle Blower Policyprovides a framework to promote responsible whistle blowing by employees. It protectsemployees who raise a concern about serious irregularities unethical behavior actual orsuspected fraud within the Company. It is affirmed that no personnel of the Company havebeen denied access to the Chairman of the Audit Committee.
PARTICULARS OF LOANS INVESTMENT GUARANTEE AND SECURITY U/S 186 OF THE COMPANIES ACT2013
The Company has not given any loans or made investment or provided any security duringthe financial year under review. The Company has not given any guarantees other than bankguarantees in the normal course of business to meet contractual obligations.
In terms of the provisions of Section 92(3) read with Section 134(3)(a) of theCompanies Act 2013 Annual Return for the financial year 2021 22 can be viewed onthe website of the Company at http://poel.in/ investors.html#invstr under the headAnnual General Meeting'.
TRANSACTIONS WITH RELATED PARTIES
All contracts or arrangements or transactions with related parties during the yearunder review as referred to in Section 188(1) of the Companies Act 2013 were in theordinary course of business and on arms' length basis. There were no material contracts/arrangements/ transactions with related parties which may have potential conflict with theinterest of the Company.
All related party transactions are placed before the audit committee for review andapproval. Prior omnibus approval is also obtained from the Audit Committee for the relatedparty transactions which are of repetitive nature and which cannot be foreseen andaccordingly the required disclosures are made to the audit committee on quarterly basis interms of the omnibus approval of the committee.
The details of the related party transactions as per Indian Accounting Standards (INDAS) - 24 are set out in Note No. 45 of the Financial Statements. Further the informationon transactions with related parties pursuant to section 134(3)(h) of the Companies Act2013 read with rule 8(2) of the Companies (Accounts) Rules 2014 in Form No. AOC 2is given as Annexure - II to this report.
The policy on materiality of and dealing with related party transactions was amended bythe Board at its meeting held on February 9 2022 in line with SEBI (Listing Obligationsand Disclosure Requirements) (Sixth Amendment) Regulations 2021. The said policy can beviewed on the website of the Company athttp://poel.in/pdf/POEL%20Policy%20on%20Related%20Party%20Transactions(01-04-2022).pdf
PARTICULARS OF REMUNERATION OF DIRECTORS AND EMPLOYEES U/S 197(12) OF THE COMPANIESACT 2013
Details pertaining to remuneration as required under Section 197(12) of the CompaniesAct 2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended has been provided as an Annexure III to this Report.
In order to maximize the shareholders' value on a sustained basis your Company hasbeen constantly reassessing and benchmarking itself with well-established corporategovernance practices besides strictly complying with the requirements of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 applicable provisions ofCompanies Act 2013 and other applicable laws.
POEL Annual Report 2021-22
The Statutory Auditors of the Company have examined the requirements of CorporateGovernance and certified the compliance as required under SEBI Listing Regulations.
In terms of Schedule V to SEBI Listing Regulations a detailed report on CorporateGovernance along with Compliance Certificate issued by the Statutory Auditors of theCompany is annexed and forms an integral part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed analysis of the Company's operations in terms of operational and financialperformance manufacturing activities business outlook risks and areas of concerns formspart of the Management Discussion and Analysis a separate section of this report. CertainStatements in the said report may be forward looking. Many factors may affect the actualresults which could be different from what the Directors envisage in terms of the futureperformance and outlook.
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
Details as required under proviso to Rule 2(c)(viii) of Companies (Acceptance ofDeposits) Rules 2014 as amended relating to monies accepted from Directors during theyear are furnished under the head "related party transactions" in Note No. 45 ofthe financial statements.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
(i) Conservation of Energy
Steps taken on conservation of energy:
POEL understands the significance of conservation of energy not only as a method ofcost reduction but also because of its global impact. The Company has taken the followingsteps for conserving the energy:
| Auto-shutting down of systems when not in use |
| Utilisation of lights and air conditioners only when required |
| Minimal usage of ACs and lights during weekend |
| Use of fans post office hours to reduce the power consumption |
| Replacement with LED lights to reduce lighting power consumption |
Steps taken for utilizing alternate source of energy and capital investment made: NIL
(ii) Research & Development and Technology Absorption
During the year under review the Company continued to improve the quality of productsthrough its normal research and development system. The Company has not acquired anyimported or indigenous technology. No expenditure was incurred on Research &Development.
(iii) Foreign Exchange Earnings and Outgo
|(a) Foreign Exchange Earnings ||Rs. 21196.82 Lakhs (Rs. 12693.90 Lakhs) |
|(b) Foreign Exchange Outgo ||Rs. 32916.46 Lakhs (Rs. 18289.24 Lakhs) |
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review no significant and material orders were passed by theregulators courts or tribunals which influences the going concern status and futureoperations of the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place a Policy for prevention of Sexual Harassment at Workplace inline with the requirements of the Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal)
POEL Annual Report 2021-22
Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy.
Pursuant to Para 10(l) of Part C of Schedule V to the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the disclosures with respect to complaintsreceived and disposed off during the year has been provided in the Corporate GovernanceReport.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 your Board of Directors stateand confirm that: a) in the preparation of the annual accounts for the year ended March31 2022 the applicable accounting standards read with the requirements set out underSchedule III to the Act have been followed and there are no material departures from thesame; b) they have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2022 and of the profit &loss of the Company for that period; c) they have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; d) they have prepared the annual accounts on a going concern'basis; e) they have laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively; andf) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
Based on the framework of internal financial controls maintained by the Company workperformed by the internal and statutory auditors including audit of internal financialcontrols over financial reporting by the statutory auditors the Board is of the opinionthat the Company's internal financial controls were adequate and operating effectivelyduring financial year 2021-22.
Your Directors confirm that:
(i) During the year under review there was no change in the nature of business of theCompany; (ii) There is no application/proceeding pending under the Insolvency andBankruptcy Code 2016 during the year under review; (iii) There are no instances of onetime settlement with any Bank or Financial Institutions.
(iv) The Company's securities were not suspended from trading during the year underreview.
AWARD AND RECOGNITIONS
Your Company was awarded as the Star Performer in Non-Ferrous Metals for outstandingexport performance for the year 2018-19 in Medium Enterprise Category by EEPC INDIA and inrecognition of the same the Company received a Trophy at 43rd EEPC India Southern RegionExport Award Ceremony.
GRATITUDE & ACKNOWLEDGEMENTS
Your Directors take this opportunity to place on record their sincere appreciation forthe continued trust and confidence reposed in the Company by the bankers businessassociates regulatory authorities customers dealers vendors and shareholders. YourDirectors recognize and appreciate the value of contributions rendered by every member ofthe POEL family at all levels in order to improve the performance of the Company.
| ||For POCL ENTERPRISES LIMITED || |
| ||DEVAKAR BANSAL ||SUNIL KUMAR BANSAL |
|Place : Chennai ||MANAGING DIRECTOR ||MANAGING DIRECTOR |
|Date : September 2 2022 ||DIN: 00232565 ||DIN: 00232617 |