Your Directors have pleasure in presenting the Twenty Sixth 26thAnnualReport on the Operations of your Company along with the Audited Financial Statements forthe Financial Year ended 3131 March 2021 together with Auditors' Reportthereon.
The Company's financial performance for the year ended 31st March 2021 andthe comparative figures for the previous vearare summarized below:
|Particulars ||For the year ended 31 *'March 2021 ||For the year ended 31" March 2020 |
|Revenue from Operations ||100427.16 ||121987.10 |
|Other Income ||331.94 ||354.28 |
|TOTAL REVENUE ||100759.10 ||122341.38 |
|Profit Before Depreciation Interest and Tax (PBDIT) ||2668.21 ||3904.01 |
|Depreciation and Interest ||1290.71 ||1781.23 |
|PROFIT BEFORE TAX (PBT) ||1377.50 ||2122.78 |
|Tax ||299.72 ||488.22 |
|Profit for the Year ||1077.78 ||1634.56 |
|Other Comprehensive Income ||27.54 ||9.59 |
|TOTAL INCOME ||1105.32 ||1644.15 |
Your Company have delivered good performance despite the tough and challenging phase inthe economic environment throughout the Year. Though the comparison with the previousFinancial Year on the financial highlight is not feasible due to slight disruptions in theoperations of the Company pertaining to impact of COVID-19 still the Company was able toachieve a total revenue of more than Rs. 1000 Crores and profit exceeding Rs. 10 Croresduring the Financial Year 2020-21
TRANSFER TO RESERVES:
The Board of Directors have decided to retain the entire amount of profit for FinancialYear 2020-21 in the Statement of Profit and Loss except an amount of Rs. 1.10 Crorewhich has been transferred to General Reserve as at 3131 March 2021.
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 except forthe impact arising out of COVID-19 which is detailed in the Business performance.
BUSINESS PERFORMANCE AND ITS IMPACT DUE TO COVID-19:
As informed in the previous Annual Report the Company's units have resumed itsoperations on different dates in the first quarter of 2020-21. However due to thecontinuous lockdown Company's performance in the first quarter has been affectedpartially since customers factory are closed due to lockdown imposed in their places. Theimpact of lockdown also noticed in shipping lines and it affected supply chain of theCompany and all inward raw materials are delayed resulting in rescheduling of orders tothe customers and affected the profitability slightly. Due to the above factors turnoverand profitability are slightly reduced compared to the previous year.
Further during the Financial Year 2020-21 there was not a situation of total normalcydue to COVID19 and our supply to indigenous customers reduced for the first quarter and ithas restored its position from the second quarter onwards. Also in the 181quarter of 2021-22 the Government had imposed a lockdown from 10lh May 2021till 12lh June 2021 and we had resumed our operations from 14th June2021.
Your Directors have been periodically reviewing with the Management the impact ofCOVID-19 on the Company. Management is also keeping a close watch on any other possibleimpacts of the pandemic and further lockdowns to be imposed by the Government if anywhich might have effect during the Financial Year 2021-22.The Board and the Managementwill continue to closely monitor the situation as it evolves and do its best to take allnecessary measures in the interests of all stakeholders of the Company.
BUSINESS DEVELOPMENTS PROPOSED:
With a view to enhance our portfolio of non-ferrous metals of Lead and Zinc thecompany has recognized an opportunity to recycle Copper and in this regard your Companyintends to set up a Copper Recycling/ Melting Facility at the Andhra Plant (SMD - II) aspart of the Expansion Strategy at an estimated investment of Rs. 12 Crores. The Company isin the process of installation of plant and machinery and getting necessary approvals fromthe Government Authorities. This would also help the Company to meet the demand(s) andconsolidate its position in the market.
The Board of Directors in their meeting held on 25th June 2021 haverecommended a Final Dividend at 25% i.e Rs. 2.5/- per share [Previous Year: 30%] on FaceValue of Rs. 10/- each for the Financial Year ended 3181 March 2021. The totalDividend outgo amounts to Rs.1.45 crore [Previous Year: Rs. 1.74 Crore].
In accordance with the provisions of Section 125 of Companies Act 2013 read withInvestor Education and Protection Fund (Accounting Audit Transfer and Refund) Rules2016 the Company has transferred unpaid and unclaimed dividends amounting to Rs. 1.69Lakhs to the Investor Education and Protection Fund during the Financial Year2020-21.
In terms of Section 134(3)(a) and Section 92(3) of the Companies Act 2013 a copy ofthe annual return in Form MGT-7 is to be placed on the website of the Company. The same isavailable in the website of the Company https://pocl.co.in/annual-returns/
As on the date of signing this Board's Report the above link has the annual return forthe Financial Year 2019-20. The annual return for the Financial Year 2020-21 shall beavailable on the same link upon holding of the ensuing Annual General Meeting since interms of section 92(1) read with Rule 11(1) of the Companies (Management andAdministration) Rules 2014 the annual return in Form No. MGT-7 would be prepared onlyafter the said annual general meeting.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In terms of Section 152 of the Companies Act 2013 and the Articles of Association ofthe Company Mr. Anil Kumar Bansal Chairman and Whole-time Director who has been longestin the office is liable to retire by rotation at the ensuing Annual General Meeting andbeing eligible offers himself for re-appointment. The Board recommends his re-appointmentand the same have been included in the 26thAnnual General Meeting for approvalof the Shareholders.
Brief profile of the Directors seeking appointment/re-appointment along with thedisclosures required pursuant to provisions of Listing Regulations and the Companies Act2013 are given in the Notice of the Annual General Meeting forming part of the AnnualReport.
During the year four (4) meetings of the Board of Directors were held. The particularsof the meetings held and attendance by each Director are detailed in the CorporateGovernance Report which forms a part of this Report. The Company has complied with theapplicable Secretarial Standards as issued by the Institute of Company Secretaries ofIndia in compliance of Section 118 (10) of the Companies Act 2013 read with SecretarialStandard 1 on Meetings of Board.
INDEPENDENT DIRECTORS AND FAMILIARISATION PROGRAMME:
In terms of the provisions of Section 149(7) of the Companies Act 2013 all theIndependent Directors of the Company have furnished a declaration to the Company statingthat they fulfill the criteria of Independence as prescribed under Section 149(6) of theCompanies Act 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 and are not disqualified to act as an Independent Director.
In compliance with Regulation 16(10)(b) and 25(8) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") theBoard has adopted a policy on familiarisation programme for Independent Directors of theCompany. The policy familiarizes the Independent Directors with the nature of industry inwhich the Company operates business model of the Company their roles rights andresponsibilities in the Company.
The details of familiarization programme during the Financial Year 2020-21 areavailable on the website of the Company athttps://pocl.co.in/wp-content/uploads/2021/04/Details-of-familiarisation-proarammes-imparted-to-lndependent-Directors.pdf
KEY MANAGERIAL PERSONNEL:
Mr. Anil Kumar Bansal - Chairman and Whole Time Director Mr.Ashish Bansal - ManagingDirector Mr.R.P.Bansal - Whole Time Director Mr.K.Kumaravel - GM Finance & CompanySecretary and Mrs.Usha Sankar - Chief Financial Officer are the Key Managerial Personnel(KMP) of the Company in terms of provisions of Section 203 of the Companies Act 2013 andthere has been no change in the Key Managerial Personnel during the Financial Year2020-21.
In compliance to the provisions of the Companies Act 2013 and SEBI ListingRegulations the Company has constituted various committees of the Board. Details ofscope constitution terms of reference number of meetings held during the year underreview along with attendance of Committee Members therein forms part of the Report onCorporate Governance which is annexed to this report. Details of the constitution ofthese Committees is also available on the website of the Companyhttps://pocl.co.in/composition-of-board-and-committees/
As required under the Companies Act 2013 and the Listing Regulations an annualperformance evaluation of the Board is undertaken where the Board formally assesses itsown performance with an aim to improve the effectiveness of the Board and the Committees.The Company has devised a policy for performance evaluation of the Board Committees andDirectors which include criteria for performance evaluation of Non-executive and ExecutiveDirectors.
The Company carried out the evaluation process internally which included the evaluationof the Board as a whole Board Committees and Peer evaluation of the Directors. Theevaluation process focused on various aspects of the functioning of the Board andCommittees such as composition of the Board and Committees experience and competenciesperformance of specific duties and obligations governance issues etc. The report onperformance evaluation of the Individual Directors was reviewed by the Chairman of theBoard and feedback was given to Directors.
Details of performance evaluation of Independent Directors as required under ScheduleIV to the Companies Act 2013 is provided in Report on Corporate Governance.
The Directors have expressed their satisfaction with the evaluation process and itsresults.
REMUNERATION POLICY OF THE COMPANY:
In terms of the provisions of Section 178 of the Companies Act 2013 read withRegulation 19 of SEBI Listing Regulations a policy relating to remuneration of 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 https://pocl.co.in/wp-content/uploads/2016/02/4-Nomination-and-Remuneration-Policy.pdf
There has been no change in the policy since the last financial year.
PARTICULARS OF REMUNERATION OF DIRECTORS AND EMPLOYEES:
Disclosures relating to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this Report as Annexure-I.
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names of the top ten employees in terms of remuneration drawn andnames and other particulars of the employees drawing remuneration in excess of the limitsset out in the said rules forms part of this Report.
Having regard to the provisions of the second proviso to Section 136(1) of the Act andthe Annual Report excluding the aforesaid information is being sent to the members of theCompany.
Any member interested in obtaining such information may address their email email@example.com.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
(A) Conservation of Energy-
(i) Steps taken on conservation of energy:
Energy Conservation measures taken:
The Company continued its focused energy conservation efforts through upgradation ofprocess technology effective production scheduling and various energy saving initiativesincluding installation of efficient energy equipments. Few initiatives are mentionedbelow:
VFD with feedback system wherever possible in equipment
Automatic power control panels with hybrid filters for improving power quality
The Company has installed new LED lighting
Effective maintenance of motors and machines and other utilities and periodicalauditing of equipments
(ii) Steps taken for utilizing alternate source of energy
The company is exploring the possibility of usage of Gas instead of Diesel as a fuel tosubstantially save the energy cost.
(iii) The capital investment on energy conservation equipment's
The company has made sizeable investment in capital equipment's mainly energyconservation equipment in all its facilities wherever required.
(B) Technology absorption:
The Company has not absorbed any new technology during the year under review. Howeverthe Company continued to improve the quality of products through its normal research anddevelopment system and improved the quality of the product and reduced the cost ofproduction.
(C) Foreign Exchange Earnings and Outgo:
|Foreign Exchange Earnings and Outgo ||(? in Lakhs) 2020-21 ||(J in Lakhs) 2019-20 |
|Foreign Exchange Earnings ||48096.30 ||68068.32 |
|Foreign Exchange Outgo ||83234.69 ||89601.43 |
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in its ordinary course of business and on arms' lengthbasis. All Related Party Transactions are placed before the Audit
Committee for review and approval. The Audit Committee has provided omnibus approvalfor transactions which are of repetitive nature and/or entered in the Ordinary Course ofbusiness and are at Arm's Length and periodically review the transactions on quarterlybasis.
During the year the Company had not entered into any contract / arrangement /transaction with related parties or any person belonging to the Promoter/Promoter groupwhich holds 10% or more shareholding in the listed entity or any other contract /arrangement / transaction which could be considered material in accordance with the policyof the Company on materiality of related party transactions and Listing Regulations.
Accordingly the disclosure required under Section 134(3)(h) of the Companies Act2013 in Form AOC-2 is not applicable to the Company.
The Policy on Materiality of Related Party Transactions and on dealing with RelatedParty Transactions as approved by the Board may be accessed on the Company's website at:https://pocl.co.in/wp-content/uploads/2021/04/2-Related- Party-Transaction.pdf
PARTICULARS OF LOANS GUARANTEE AND INVESTMENTS:
The Company has not given any loans or provided guarantees or securities to any otherbody corporates as envisaged under Section 186 of the Companies Act 2013 during theFinancial Year 2020-21. The details of the investments made by the Company are given underthe Note No. 6 (Non-Current Investments) forming part of the financial statements.
During the year your Company did not accept any deposits under Chapter V of theCompanies Act 2013. The Company has however received loans from Directors namely Mr. AnilKumar Bansal Mr. Ashish Bansal and Mr. R.P. Bansal of Rs. 24.66 Lakh Rs.267.50 Lakh andRs. 20.31 Lakh respectively which are not considered under the definition of"Deposits" in accordance with the provisions of Rule 2(c)(viii) of the Companies(Acceptance of Deposits) Rules 2014 and the full details of the Loans received is givenunder Note No.44 (Related Party Disclosure) forming part of the financial statements.
SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company does not have subsidiary or associate Company. The Company is also not asubsidiary of any other Company. As at 31st March 2021 the Company has notentered into any joint ventures.
CORPORATE SOCIAL RESPONSIBILITY:
The Company has constituted Corporate Social Responsibility Committee with Mr. A VijayAnand as the Chairman of the Committee and Mr. Ashish Bansal and Dr. Shoba Ramakrishnan asMembers of the Committee. The CSR policy of the Company is available on the Company'swebsite https://pocl.co.in/wp-content/uploads/2021/04/7-CSR_Policy.pdf As part of itsinitiatives under "Corporate Social Responsibility" (CSR) the company hascontributed funds for the schemes which are detailed in the prescribed format in AnnexureII of this Report.
SHARE CAPITAL AND STATEMENT PURSUANT TO LISTING AGREEMENT:
The Paid-up Equity Share Capital of the Company as on 3181 March 2021 wasRs. 5.81/- Crore comprising of 5812390 equity shares of Rs. 10/- each. During the yearunder review your Company has neither issued any shares with differential voting rightsnor has granted any stock options or sweat equity. Your Company's shares are listed withthe BSE Limited. The Company has paid the Annual Listing fees and there are no arrears.
POCL has adopted a Whistle Blower Policy establishing vigil mechanism to provide aformal mechanism to the Directors and employees to report their concerns about unethicalbehavior actual or suspected fraud or violation of the Company's Code of Conduct orEthics Policy.The Policy provides for adequate safeguards against victimization ofemployees who avail of the mechanism.
The Vigil Mechanism is supervised by the Audit Committee and the whistle blower hasdirect access to the Chairman of the Audit Committee. The vigil mechanism and whistleblower policy is available on the Company's website athttps://pocl.co.in/wp-content/uploads/2021/04/5-Whistle-Blower-Policy.pdf
RISK MANAGEMENT POLICY:
The Board has adopted and implemented a suitable Risk Management Policy for the companywhich identifies assesses and mitigates therein different elements of risk which maythreaten the existence of the company viz. strategic financial liquidity securityregulatory legal reputational and other risks.
The Company is in compliance with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India (ICSI) and approved by the Central Governmentunder Section 118(10) of the Act.
INTERNAL FINANCIAL CONTROLS:
The Company has Internal Control Systems commensurate with the size scale andcomplexity of its operations. The Board has devised systems policies procedures andframeworks for the internal control which includes adherence to company's policysafeguarding assets prevention and detection of frauds and errors accuracy andcompleteness of the accounting records and timely preparation of reliable financialinformation. In line with best practices the Audit Committee and the Board reviews theseinternal control systems to ensure they remain effective and are achieving their intendedpurpose.
The Auditors of the Company have verified the internal financial control systemsprevailing in the organization and confirmed the effectiveness of the same in their reportduring the Financial Year2020-21.
MAINTENANCE OF COST RECORDS:
The Company is duly maintaining the cost records as specified by the Central Governmentunder sub-section (1) of section 148 of the Companies Act 2013 read with the Companies(Cost Records and Audit) Rules 2014 such accounts and records are made available for theCost Auditors of the Company for Audit purposes.
AUDITORS AND AUDITORS' REPORT:
M/s. L. Mukundan and Associates Chartered Accountants were appointed as StatutoryAuditors of the Company for a term of 5 (five) consecutive years at the 22ndAnnual General Meeting held on September 272017. They have confirmed that they are notdisqualified from continuing as Auditors of the Company.
The Report given by the Auditors on the Financial Statements of the Company is part ofthis Report. There has been no qualification reservation adverse remark or disclaimergiven by the Auditors in their Report.
M/s. K. R. Vivekanandan Unni & Associates Cost Accountants (having FirmRegistration Number: 102179) has been appointed as the Cost Auditors of the Company forthe Financial Year 2020-21 for conducting audit of the cost accounts maintained by theCompany relating to inorganic chemicals and base metals.
The Board of Directors on the recommendation of the Audit Committee has approved theremuneration of Rs. 35000/- (Rupees Thirty Five Thousand Only) in addition to applicabletaxes and out of pocket expenses. As per the provisions of Section 148 of the CompaniesAct 2013 the remuneration of the Cost Auditors is required to be ratified by theshareholders of the Company.
In respect of the cost audit for the FY 2019-20 which was duly submitted in theFinancial Year 2020-21 the Cost Audit Report does not contain any qualificationreservation or adverse remark.
A resolution seeking Shareholders ratification for the remuneration payable to the CostAuditor forms part of the Notice of this Annual General Meeting and the same isrecommended for your consideration and ratification.
Recommendation of Audit committee:
All the recommendations of the Audit Committee during the Financial Year 2020-21 areaccepted by the Board. Secretarial Audit:
The Board had appointed KSM Associates Practising Company Secretaries to conductSecretarial Audit for the Financial Year 2020-21. The Secretarial Audit Report for theFinancial Year ended 31st March 2021 is annexed herewith marked as Annexure IIIto this Report. The Secretarial Audit Report does not contain any qualificationreservation adverse remark or disclaimer.
REPORTING OF FRAUDS BY THE AUDITORS:
During the Financial Year 2020-21 the Statutory Auditors Cost Auditors or SecretarialAuditors have not reported any fraud to the Audit Committee under Section 143(12) of theCompanies Act 2013.
SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators or Courts which wouldimpact the going concern status of the Company and its future operations.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(3) of the Listing Regulations is presented in a separate sectionforming part of the Annual Report.
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI. The report on CorporateGovernance as stipulated under the Listing Regulations forms an integral part of thisReport. The requisite certificate from the Auditors of the Company confirming compliancewith the conditions of Corporate Governance is attached to the report on CorporateGovernance.
DISCLOSURE UNDER THE SEXUAL HARASSMENT AT WORK PLACE:
The Company has in place an Anti Sexual Harassment Policy in line with the requirementof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013 (POSH Act'). Internal Complaints Committee (ICC) has been setup to redress complaints received regarding sexual harassment. All employees of theCompany are covered under this policy.
During the year there were no complaints received pursuant to the provisions of thePOSH Act.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to provisions of Section 134 of the Companies Act 2013 with respect toDirectors' responsibility statement it is hereby confirmed that:
1. in the preparation of the annual accounts applicable accounting standards has beenfollowed and there is no material departure from the same;
2. the Directors 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 at the end of the financial year i.e. 3181March 2021 and of the profit of the Company for that period;
3. the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theCompany's assets and for preventing and detecting fraud and other irregularities;
4. the Directors have prepared the annual accounts on a going concern basis;
5. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
6. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
AWARDS AND RECOGNITION:
During the year your company has received the following award/recognition:
The prestigious AEO-T3 (Authorized Economic Operator) Certificate from Directorate ofInternational Customs Central Board of Indirect Taxes and Customs Ministry of FinanceGovernment of India in recognition and appreciation of commitment to secure theinternational supply chain and in compliance with SCO's SAFE Framework of Standards. TheCompany is 2nd in south India to receive the above certificate for its commitment insupply chain Management.
ANY APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE2016 DURING THE FINANCIAL YEAR 31u MARCH 2021:
Not Appl icable for the Company for the Fi nancial Year 2020-21
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIMESETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIALINSTITUTIONS:
Not Appl icable for the Company for the Fi nancial Year 2020-21 ACKNOWLEDGEMENT:
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 shareholders and otherstakeholders. Your Directors recognize and appreciate the services rendered by theofficers staff and employees of the Company at all levels fortheir dedicated efforts toimprove the performance of the Company.
|For and on behalf of the Board of Directors |
|Anil Kumar Bansal ||Ashish Bansal |
|Chairman& ||Managing Director |
|Whole-Time Director || |
|DIN:00232223 ||DIN:01543967 |
Date: 26h July 2021