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Pokarna Ltd.

BSE: 532486 Sector: Others
NSE: POKARNA ISIN Code: INE637C01025
BSE 00:00 | 20 Oct 565.05 6.50
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NSE 00:00 | 20 Oct 569.90 10.25
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570.00

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576.00

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OPEN 567.00
PREVIOUS CLOSE 558.55
VOLUME 16890
52-Week high 575.35
52-Week low 132.00
P/E 204.73
Mkt Cap.(Rs cr) 1,752
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 567.00
CLOSE 558.55
VOLUME 16890
52-Week high 575.35
52-Week low 132.00
P/E 204.73
Mkt Cap.(Rs cr) 1,752
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Pokarna Ltd. (POKARNA) - Director Report

Company director report

Dear Members

Your Directors take pleasure in presenting their 30th Annual Report together with theannual audited consolidated and standalone financial statements for the financial yearended 31st March 2021.

Financial Highlights

Consolidated Financial Performance

The Consolidated Income of the Company for the financial year ended 31st March 2021 isRs 30109.82 lakhs vis--vis Rs 39940.23 Lakhs in the previous year thereby registering adecline of 25%. Consolidated Comprehensive Income for the financial year ended 31st March2021 Rs 2873.10 lakhs as compared to Rs 7048.13 Lakhs in the previous year registering adecline of 59%.

Standalone Financial Performance

Your Company's total income during the year under review was Rs 7917.47 Lakhs ascompared to Rs 7813.14 Lakhs in the previous year. The Profit before Tax for the year2020-21 was Rs 93.12 Lakhs as against H (776.85) Lakhs in the previous year. ComprehensiveIncome in 2020-21 stood at Rs 48.82 Lakhs as against H (469.40) Lakhs in the previousyear.

Overview and The State of the Company Affairs

The unprecedented Covid-19 global pandemic has had impact on our results for FY 2021 asthe lockdowns reduced the demand production and sales of our products. Port congestioncontainer shortages vessel delays and soaring shipping costs have also impacted the salesof our products. Our stated desire to move our apparel business to breakeven has beendelayed due to the Covid-19 disruption.

In common with all organisations the global pandemic has generated an unprecedentedlevel of disruption to our businesses. The risks presented by Covid-19 remain and we arevery conscious of the resulting uncertainties. Whilst leaving in a period of uncertaintywe are optimistic that the Company is in a strong position to emerge from the currentsituation and remains well positioned to deliver reasonable growth.

During the year under review Pokarna Engineered Stone Limited ("PESL")commercialised operations at its new unit which we believe is the world's mosttechnologically advanced quartz facility. Through state-of-the-art automation at this newunit PESL would be able to develop more sophisticated visuals such as luxury marble looksto distinguish our products and improve our margins. PESL started commercial production atthe new unit with basic to midrange products as it ramps up production and optimizeprocesses and formulations.

During FY 22 PESL will continue to ramp up production at new unit and will improvesales and costs as it progresses through the year. As volumes and efficiencies increasePESL will more fully realize the potential of this new unit in FY 22 and in the future.From a long-term perspective this expansion should make the Company stronger morediversified and more profitable.

Long term strategy at PESL is to broaden customer base and geographies while retainingreputation for high-quality and innovative products. This year PESL conducted appraisal ofa number of aspects of 360-degree business model (measurement to quartz countertopinstallation) and identified exciting opportunities for future growth in India. Just as itdelivers product innovation in existing categories PESL is supporting long-term growth byselectively exploring and entering new categories of products using quartz.

Covid-19 and its impact

The Board has been periodically reviewing with the Management the impact of COVID-19on the Company. During the 1st quarter of the year your Company had to temporarilysuspend operations at its quarries plants and other locations as per the directives ofthe Government keeping in mind the paramount need of safety of the employees. The Boardis also keeping a close watch on any other possible impacts of second wave / third wave ofthe pandemic. The Board and the Management will continue to closely monitor the situationas it evolves and do its best to take all necessary measures in the interests of allstakeholders of the Company.

Dividend

The Directors are pleased to recommend the dividend of H 0.60/- per equity share forthe financial year ended 31st March 2021. The dividend is subject to the approval of theMembers at the Annual General Meeting ("AGM") scheduled on 06th August 2021.

The Register of Members and Share Transfer Books will remain closed from Saturday July31 2021 to Friday August 06 2021 (both days inclusive) for the purpose of payment of thedividend for the financial year ended 31st March 2021 and the AGM.

Transfer to Reserves

No amount is proposed for transfer to the general reserve.

Directors' Responsibility Statement

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory costand secretarial auditors and the reviews performed by the relevant Board Committeesincluding the Audit Committee the Board is of the opinion that the Company's internalfinancial controls were adequate and effective during the financial year 2020-21.Accordingly pursuant to Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm that:

(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and that there are no material departures;

(b) that they have in the selection of the accounting policies consulted theStatutory Auditors and have applied their recommendations consistently and made judgementsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of financial year and of the profit of theCompany for that period;

(c) they have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other 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 Company andthat such internal financial controls are adequate and were operating effectively; and

(f) a proper system has been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Subsidiaries Associates and Joint Venture Companies

Consolidated Financial Statements presented by the Company include the financialinformation of Pokarna Engineered Stone Limited ("PESL") the wholly ownedsubsidiary company. There has been no material change in the nature of the business ofPESL. As per the requirement of Section 129(3) of the Companies Act 2013 a separatestatement containing the salient features of the financial statements of the subsidiary inprescribed Form AOC-1 is attached to the financial statements of the Company. The AuditedAccounts of PESL will be available on the website of the Company - www. pokarna.com.

Reflecting the impact of Covid-19 during the financial year under review PESLregistered revenue of Rs 22252.97 lakhs as against Rs 32148.84 Lakhs in theprevious year thereby registering a decline of 31%. EBIDTA for the year under review wasRs 7257.55 Lakhs as against Rs 12608.07 Lakhs in the previous year representing a declineof 42%. The Comprehensive Income for the year 31st March 2021 decreased to Rs 2867.74lakhs showing a decline of 62%.

PESL was selected by the U.S. Department of Commerce ("USDOC") as a"mandatory respondent" to both Countervailing duty ("CVD") andAntidumping duty ("ADD") investigations on the imports of quartz surfaceproducts from India and as a result PESL has received unique company specific rates:

Final Subsidy Rate Final Dumping Rate
CVD Cash Deposit ADD Cash Deposit
2.34% 2.34% 2.67% 0.33%

These CVD and AD rates are subject to further adjustment through administrative reviewsto be completed by the USDOC. First administrative review for each of CVD and ADD isexpected to commence in July 2021.

The Company does not have any Associate or Joint Venture Companies. Further theCompany's policy on determining the material subsidiaries as approved by the Board isuploaded on the on the website of the Company - www.pokarna.com

Corporate Governance

The Directors reafirm their commitment to good corporate governance practices. Duringthe year under review the Company was in compliance with the provisions relating tocorporate governance as provided under the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("the ListingRegulations"). A detailed report on corporate governance as required under theListing Regulations is provided in a separate section and forms part of the Annual Report.The certificate on compliance with the conditions of corporate governance of the ListingRegulations is given in Annexure to this Report. In terms of the Listing Regulations thecertificate as prescribed in Part B of Schedule II of the said Regulations has beenobtained from Mr. Gautam Chand Jain Chairman & Managing Director and Mr. M.Vishwanatha Reddy Chief Financial Officer for the financial year 2020-21 with regard tothe financial statements and other matters. The said certificate forms part of the reporton Corporate Governance.

Management Discussion & Analysis Report

Management's Discussion & Analysis Report for the year under review is presented ina separate section forming part of the Annual Report.

Business Responsibility Report

The Business Responsibility Report (BRR) of your Company for the financial year2020-2021 forms part of this Annual Report as required under Regulation 34(2)(f) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Corporate Social Responsibility

The Company has a Policy on Corporate Social Responsibility and the same has beenposted on the website of the Company – www. pokarna.com. The Annual Report on CSRactivities in terms of the requirements of Companies (Corporate Social ResponsibilityPolicy) Rules 2014 is annexed as Annexure-I which forms part of this Report.

The Company believes in taking large projects and not spending small sums on variousprojects. Also spending in one year without considering financial and operationalchallenges will not lead to desirable outcome and therefore Company has reserved part ofthe amount required to be spent for ongoing projects under CSR obligation.

Board of Directors and Key Managerial Personnel

Your Company is managed and controlled by a Board comprising an optimum blend ofExecutive and Non-Executive Directors. As on 31st March 2021 the Board of Directorsconsists of nine (9) Directors consisting of Chairman & Managing Director ManagingDirector Executive Director and six (6) Non-executive Directors out of which five (5)are Independent Directors. The composition of the Board is in conformity with Regulation17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(Listing Regulations) and the relevant provisions of the Companies Act 2013.

Retirement by rotation and subsequent re-appointment.

In accordance with the provisions of Section 152 of the Act and the Articles ofAssociation of the Company Mr. Rahul Jain (DIN: 00576447) Managing Director of theCompany retires by rotation at this Annual General Meeting of the Company and beingeligible has offered himself for re-appointment. Brief details of Mr. Rahul Jain aregiven in the notice of annual general meeting.

Re-appointment of the Chairman and Managing Director

Gautam Chand Jain was re-appointed as the Chairman & Managing Director of theCompany for a period of three (3) years from July 01 2018 upto June 30 2021. The Boardon recommendation of the Nomination and Remuneration Committee and after evaluating hisperformance and considering the Company's growth under his management approved hisre-appointment for a further term of 5 years commencing July 01 2021 subject to approvalof the shareholders. Accordingly resolution seeking his re-appointment for a further termof five (5) years and brief details of Gautam Chand Jain are given in the notice of annualgeneral meeting.

Re-Appointment of the Managing Director

Rahul Jain was re-appointed as the Managing Director of the Company for a period offive (5) years from May 02 2016 upto May 01 2021. The Board on recommendation of theNomination and Remuneration Committee and after evaluating his performance and consideringthe Company's growth under his management approved his re-appointment for a further termof five (5) years commencing May 02 2021 subject to approval of the shareholders.Accordingly resolution seeking his re-appointment for a further term of five (5) yearsand brief details of Rahul Jain are given in the notice of annual general meeting.

Appointment of Dr. Jayshree Rajesh Sanghani as an Independent Director

The Board on the recommendation of the Nomination & Remuneration Committee subjectto the approval of the shareholders has appointed Dr. Jayshree Rajesh Sanghani as anIndependent Director (additional Director) to hold office for a term of five (5) yearsfrom December 24 2020 upto December 23 2025. The Board opines that Dr. Jayshree RajeshSanghani possesses the requisite expertise and experience (including the pro_ciency) andshe is a person of high integrity and repute. Necessary details regarding the appointmentas required under the Companies Act 2013 and Listing Regulations 2015 are given in thenotice of annual general meeting. The aforesaid appointment is subject to approval ofshareholders at the ensuing annual general meeting

Appointment of Company Secretary

During the year under review Mr. Mahesh Inani resigned as Company Secretary of theCompany effective December 30 2020. The Board places on record its appreciation forservices provided by Mr. Mahesh Inani during his stint with the Company as CompanySecretary. The Board at its meeting held on April 26 2021 appointed Mrs. BabitaChandrakar as the Company Secretary and was also designated her as Key ManagerialPersonnel.

There was no other change in the Directors and Key Managerial Personnel during the yearunder review since the last report.

All the Independent Directors of the Company have given their declarations to theCompany under Section 149(7) of the Act that they meet the criteria of independence asprovided under Section 149(6) of the Act read with Regulation 16(1)(b) ‘the ListingRegulations'. There has been no change in the circumstances affecting their status asIndependent Directors of the Company.

During the year under review the Non-Executive Directors of the Company had nopecuniary relationship or transactions with the Company other than sitting fees.

Mr. Gautam Chand Jain Chairman & Managing Director Mr. Rahul Jain ManagingDirector Mr. M Vishwanatha Reddy Chief Financial Officer and Mrs. Babita ChandrakarCompany Secretary are the Key Managerial Personnel (KMP) within the meaning of Section2(51) read with Section 203(1) of the Act.

Formal Annual Evaluation

Pursuant to the provisions of the Companies Act 2013 and Listing Regulations theBoard has carried out an evaluation of its own performance Committees and performance ofindividual Directors. The performance of the Board Committees and individual directorswas evaluated by seeking inputs from all Directors. The performance of the individualDirectors including Independent Directors performance and role of the Board / Committeeswere also discussed at the Board Meeting.

Committees of The Board

Audit Committee

The Audit Committee comprises of Mr. Meka Yugandhar Mr. Thati Venkataswamy ChowdaryMr. Vinayak Rao Juvvadi and Mr. Mahender Chand all Independent Directors. Furtherdetails relating to the Audit Committee are provided in the Corporate Governance Reportforming part of this Annual Report.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee("NRC") comprises of Mr. MekaYugandhar Mr. Thati Venkataswamy Chowdary Mr. Vinayak Rao Juvvadi and Mr. Prakash ChandJain Further details relating to the NRC are provided in the Corporate Governance Reportforming part of this Annual Report.

Stakeholder Relationship Committee

The Stakeholder Relationship Committee ("SRC") comprises of Mr. MekaYugandhar Mr. Thati Venkataswamy Chowdary Independent Directors and Mr. Rahul JainManaging Director. Further details relating to the SRC are provided in the CorporateGovernance Report forming part of this Annual Report.

Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee ("CSRC") comprises of Mr. MekaYugandhar Mr. Vinayak Rao Juvvadi Dr. Jayshree Rajesh Sanghani (appointed on26.04.2021) Independent Directors Mr. Gautam Chand Jain Chairman and Managing Directorand Mrs. Apurva Jain Executive Director (appointed on 21.06.2021). Further detailsrelating to the CSRC are provided in the Corporate Governance Report forming part of thisAnnual Report.

Risk Management Committee

Pursuant to Regulation 21 of SEBI (Listing Obligation and Disclosure Requirement)(Second Amendment) Regulation 2021 the Company constituted Risk Management CommitteeComprising of Mr. Mahender Chand Mr. Vinayak Rao Juvvadi Independent Directors and Mr.Rahul Jain Managing Director of the Company.

Risk Management Policy

Risk management is integral to your Company's strategy and for the achievement of ourlong-term goals. The Risk Management Committee of the Company has been entrusted by theBoard with the responsibility of reviewing the risk management process in the Company andensuring that the risks are brought within acceptable limits. The Company has framed andput in place a Risk Management policy to mitigate the risks both internal and externalwhich the Company is exposed to.

Our success as an organization depends on our ability to identify and leverage theopportunities while managing the risks. The COVID-19 pandemic this year has posed severalunprecedented challenges in the form of uncertain lockdowns unlock phases health hazardsand supply chain disruptions across the globe. The Company endeavors to continuallysharpen its Risk Management systems and processes in line with a rapidly changing businessenvironment.

Business Risk Assessment procedures have been set in place for self-assessment ofbusiness risks operating controls and compliance with the Corporate Policies. The Companymanages monitors and reports on the principal risks and uncertainties that can impact theability to achieve the objectives. This is an ongoing process to track the evaluation ofrisks and delivery of mitigating action plans.

There are no risks which in the opinion of the Board threaten the existence of theCompany. However some of the risks which may pose challenges are set out in theManagement Discussion and Analysis which forms part of this Annual Report.

Related Party Transactions

All related party transactions (RPTs) which were entered into by the Company during theyear under review were on arms' length basis and in the ordinary course of business didnot attract provisions of section 188 of the Act and were also not material RPTs as perregulation 23 of the SEBI Listing Regulations.

All RPTs during FY2021 were entered into with the approval of the audit committee. On aquarterly basis details of such transactions were placed before the audit committee fornoting/review. Disclosures relating to related party transactions on a half-yearly basisare filed with the stock exchanges. There were no material transactions entered into withrelated parties during the period under review which may have had any potential conflictwith the interests of the Company.

The policy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the website of the Company – www.pokarna.com

Your attention is drawn to the Related Party disclosures set out in Note no. 32 of theStandalone Financial Statements.

Internal Financial Controls

The Company has set up a proper and adequate system of internal control to ensureprotection of assets against disposition or loss on account of unauthorized use and thatall transactions are approved recorded and rightly reported. Also the system has beendesigned to ensure that financial and other records are accurate for preparing financialinformation and other data and for maintaining accountability for assets and liabilities.The control system is also equally aided by rigorous internal audit guidelines andprocedures.

The Company's internal financial control system comprises in-house Internal AuditDivision supplemented by internal audit checks from M. Murali Jaganmohan CharteredAccountant the Internal Auditors. The Company's system of internal audit includes:covering quarterly verification of inventory a monthly review of accounts and a quarterlyreview of critical business processes. The Internal Auditors also concurrently audit themajority of the transactions in value term.

Based on the information provided nothing has come to the attention of the Directorsto indicate that any material breakdown in the function of these controls procedures orsystems occurred during the year under review. There have been no significant changes inthe Company's internal financial controls during the year that have materially affected orare reasonably likely to materially affect its internal financial controls.

There are inherent limitations to the effectiveness of any system of disclosurecontrols and procedures including the possibility of human error and the circumvention oroverriding of the controls and procedures. Accordingly even effective disclosure controlsand procedures can only provide reasonable assurance of achieving their objectives.Moreover in the design and evaluation of the Company's disclosure controls andprocedures the management was required to apply its judgment in evaluating thecost–benefit relationship of possible controls and procedures.

Statutory Auditors

The Members at the 27th Annual General Meeting of the Company held on 14th September2018 had appointed M/s. K.C. Bhattacharjee & Paul Chartered Accountants (FirmRegistration No. 303026E) as the Statutory Auditor of the Company to hold office for aterm of four years i.e. from the conclusion of the 27th Annual General Meeting until theconclusion of 31st Annual General Meeting of the Company subject to rati_cation of theirappointment by the shareholders every year. The Ministry of Corporate Affairs vide itsNotification dated 7th May 2018 has dispensed with the requirement of rati_cation ofAuditor's appointment by the shareholders every year. Hence the resolution relating torati_cation of Auditor's appointment is not included in the Notice of the ensuing AnnualGeneral Meeting. The Company has received a certificate from M/s. K.C. Bhattacharjee &Paul Chartered Accountants confirming that they are not disqualified from continuing asStatutory Auditors of the Company.

Cost Auditors

Pursuant to the provisions of Section 148 of the Act read with the Companies (CostRecords and Audit) Rules 2014 as amended Notifications/ Circulars issued by theMinistry of Corporate Affairs from time to time the company is not falling under thelimits of cost audit requirements. However the company is maintaining the cost records asper the provisions of the Companies Act 2013.

Secretarial Auditors

During the year Secretarial Audit was carried out by Mr. K.V. Chalama Reddy PracticingCompany Secretary the Secretarial Auditor of the Company for the financial year 2020-21.The detailed report on the Secretarial Audit is appended as an Annexure II to this Report.The Secretarial Audit Report contains an observation. The observation and reply thereto isas under:

Observation

Delay of 8 months 23 days in appointment of independent woman director as requiredunder Regulation 17(1)(a) of The Securities and Exchange Board of India (ListingObligations Disclosure Requirements) Regulations 2015.

Reply

The Company couldn't appoint women independent director intime because of theunprecedented COVID 19 pandemic and the nationwide lockdowns in the country which led tothe delay in finding suitable candidate and completion of formalities thereof. Dr.Jayshree Rajesh Sanghani was appointed as women independent director on December 24 2020.

The Company has submitted letter to NSE requesting waiver of _ne of Rs 495600 leviedfor delay in appointment of women independent director as per Regulation 17(1) of SEBI(LODR) Regulations 2015.

Statutory Auditors' Qualifications Reservations or Adverse Remarks or Disclaimers Made

Auditor's Report does not contain any qualification reservation or adverse remark.With regard to observation on non-payment of advance tax for the financial year 2020-21Company shall pay the same on or before the due date of filing of return of incomepursuant to section 139 of Income Tax Act 1961.

Disclosures

Vigil Mechanism / Whistleblower Policy

Your Company has established a robustVigil Mechanism for reporting of concerns throughthe Whistleblower Policy of the Company. Adequate safeguards are provided againstvictimization to those who avail of the mechanism and access to the Chairman of the AuditCommittee in exceptional cases is provided to them. The details of the Vigil Mechanism isalso provided in the Corporate Governance Report and the Whistleblower Policy has beenuploaded on the website of the Company https://www.pokarna.com/wp-content/uploads/2021/05/Whistle-Blower-Policy.pdf.

Meetings of the Board

The Board of Directors of your Company met Four (4) times during the year to deliberateon various matters. The meetings were held on June 27 2020 September 12 2020 November10 2020 and February 13 2021. Further details on the Board of Directors are provided inthe Corporate Governance Report forming part of this Annual Report.

Particulars of Loans Guarantees and Investments

During the period under review the Company has neither provided any loans nor madeinvestments under provisions of the Section 186 of the Companies Act 2013. For details ofcorporate guarantee provided by the Company to the lenders of Pokarna Engineered StoneLimited (wholly owned subsidiary) please refer to Note 39 to the Financial Statements.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

Information relating to the conservation of energy technology absorption and foreignexchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read withthe Companies (Accounts) Rules 2014 is given in Annexure- III to this Report.

Annual Return

The Annual Return of the Company as on 31st March 2021 in Form MGT - 7 in accordancewith Section 92(3) of the Act read with the Companies (Management and Administration)Rules 2014 is available on the website of the Company at https://www. pokarna.com/agm/.

Material Changes and Commitments affecting the Financial Position of the Company

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

Significant and Material Orders

During the financial year 2020-21 there were no significant and material orders passedby the Regulators or Courts or Tribunals impacting the going concern status and theCompany's operations in future.

No material changes and commitments which could affect the Company's financial positionhave occurred between the end of the financial year of the Company and the date of thisReport.

Particulars of Employees

None of the employees of the company was in receipt of remuneration in excess of limitsprescribed under Rule 5(2) read with Rule 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

The Disclosure required under Section 197(12) of Companies Act 2013 read with the Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isgiven in Annexure -IV to this Report.

Prevention of Sexual Harassment at Workplace

As required by the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 the Company has formulated and implemented a policy on prevention ofsexual harassment at the workplace with a mechanism of lodging complaints. During the yearunder review no complaints were reported to the Committee.

Compliance of Secretarial Standards

During financial year 2020-21 your Company has complied with the relevant provisionsof Secretarial Standards issued by the Institute of Company Secretaries of India on BoardMeetings and General Meetings.

Reporting of Frauds

There was no instance of fraud during the year under review which required theStatutory Auditors to report under Section 143(12) of the Act and the rules madethereunder.

Share Capital

The Company's paid-up Equity Share Capital continues to stand at Rs 620.08 Lakhs as on31st March 2021. During the year the Company has not issued any shares or shares withdifferential voting rights or convertible securities. Also the Company does not have anyScheme for issue of shares including sweat equity to the employees or Directors of theCompany.

Revision in Financial Statements

There has been no revision in the financial statements.

Nature of Business

There has been no change in the nature of business of the Company.

Deposits

During the year under review the Company has not accepted or renewed any amountfalling within the purview of provisions of Section 73 of the Companies Act 2013 (theAct) read with the Companies (Acceptance of Deposits) Rules 2014. Hence the requirementfor furnishing details of deposits which are not in compliance with Chapter V of the Actis not applicable.

Disclosure under Rule 8(5) of Companies (Accounts) Rules 2014

No application has been made under the Insolvency and Bankruptcy Code; hence therequirement to disclose the details of application made or any proceeding pending underthe Insolvency and Bankruptcy Code 2016 (31 of 2016) during the year along with theirstatus as at the end of the financial year is not applicable.

The requirement to disclose the details of difference between amount of the valuationdone at the time of onetime settlement and the valuation done while taking loan from theBanks or Financial Institutions along with the reasons thereof is not applicable.

Human Resources

The company considers its human resources as the key to achieve its objectives. Keepingin view your company takes utmost care to attract and retain quality employees. Theemployees are sufficiently empowered and such work environment propels them to achievehigher levels of performance. The un_inching commitment of the employees is the drivingforce behind the company's vision. The company appreciates the spirit of its dedicatedemployees.

Green initiative in corporate governance

The Ministry of Corporate Affairs (MCA) has taken a green initiative in corporategovernance by allowing paperless compliance by the companies and permitted the service ofannual reports and documents to the shareholders through electronic mode subject tocertain conditions and the company continues to send annual report and othercommunications in electronic mode to the members having email addresses and for themembers who have not registered their email addresses physical copies are sent throughthe permitted mode.

We encourage shareholders to receive their copy of the annual report through electronicmode. This will also contribute to saving costs and reduce our use of natural resources.

Appreciation

Directors place on record their deep appreciation to employees at all levels for theirhard work dedication and commitment – our people have been key to our successfulnavigation of the challenges we have faced this year. The Board conveys its appreciationfor its customers shareholders suppliers as well as vendors bankers businessassociates regulatory and government authorities for their continued support.

By the order of the board
For Pokarna Limited
Sd/-
Gautam Chand Jain
Date : 21st June 2021 Chairman & Managing Director
Place: Secunderabad. DIN:00004775

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