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Poojawestern Metaliks Ltd.

BSE: 540727 Sector: Engineering
NSE: N.A. ISIN Code: INE973X01012
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NSE 05:30 | 01 Jan Poojawestern Metaliks Ltd
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VOLUME 6000
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P/E 122.92
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OPEN 29.50
CLOSE 29.50
VOLUME 6000
52-Week high 35.50
52-Week low 10.25
P/E 122.92
Mkt Cap.(Rs cr) 30
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Poojawestern Metaliks Ltd. (POOJAWESMETAL) - Director Report

Company director report

Dear Members

The Board of Directors hereby submits their 05th Annual Report of thebusiness and operations of your Company along with the audited financial statements forthe financial year ended March 31 2021.

Financial Highlights

(Amounts in Lakhs)

PARTICULARS STANDALONE CONSOLIDATED CONSOLIDATED
FY 2020-21 FY 2019-20 FY 2020-21 FY 2019-20
Revenue from operations 1515.20 2313.49 1515.20 2313.49
Other income 24.54 76.49 24.54 76.49
Total Income 1539.74 2389.99 1539.74 2389.99
Less: Total Expenses before Depreciation Finance Cost and Tax 1396.39 2164.76 1396.39 2164.97
Operating Profits before Depreciation Finance Cost and Tax 143.35 225.23 143.35 225.02
Less: Finance cost 55.09 61.83 55.09 61.83
Less: Depreciation 55.33 58.90 55.33 58.90
Profit / (Loss) Before Tax 32.93 104.50 32.93 104.29
Less:- Current Tax 13.05 31 13.05 31
Less: Deferred Tax (4.47) (3.38) (4.47) (3.38
Less:- MAT Credit - - - -
Profit/ (Loss) after tax (PAT) 24.35 76.88 24.35 76.67
Earnings per Equity Share 0.24 1.22 0.24 1.22

About Company:

Our Company was originally formed as a partnership firm under the Indian PartnershipAct 1932 in the name of "Pooja Precision Products" and "Pooja MetalIndustries" pursuant to deed of partnership dated January 1 1993 and August 1 2002respectively. Thereafter both firms were converted to a public limited company under PartXXI of the Companies Act 2013 under the name of "Poojawestern Metaliks Limited"at Dared Jamnagar Gujarat under the provisions of the Companies Act 2013 videCertificate of Incorporation dated November 9 2016 bearing Corporate IdentificationNumber U27320GJ2016PLC094314. The partners of both partnership firm are initialsubscribers to Memorandum of Association of our Company.

KEY EVENTS AND MILESTONES IN THE HISTORY OF OUR COMPANY

The following table sets forth the key events and milestones in the history of ourCompany since incorporation:

Year Change
2016 Consolidation of accounts assets and liabilities of the two Partnership Firms namely Pooja Metal Industries‘ and Pooja Precision Products‘ and conversion into a Public Limited Company in the name and style of Poojawestern Metaliks Limited‘
2017 Acquisition of the Partnership Firm namely Western Recycling Company via Slump Sale.
2017 Started Unit II is situated at Plot No. 665 GIDC Industrial Area Phase II DaredJamnagar – 361 004.
2020 Investment in Subsidiary Company i.e. Sierra Automation Private Limited (formely known as CBZ Recycling Private Limited) Issuing Bonus Shares in ratio of 1:1 (Issuing of 1 Equity Shares for every 1 Equity Share held)

BUSINESS OPERATIONS Standalone Financial Results

During the year under review Company has earned Total Income of Rs. 1539.74 Lakhs forthe Financial year 2020-21 as compared to Rs. 2389.99 Lakhs in previous year 2019-20. Thetotal income of the company was Decreased by 35.57% over previous year due to Decreased inRevenue from operation during the financial year of 2020-21 due to Lockdown and effect ofCovid 19 Pandemic on the affairs of the Company. The profit after tax in the financialyear 2020-21 stood at Rs 24.35 Lakhs as compared to profit after tax of Rs. 76.88 for lastyear 2019-20. The profit after tax Decreased due to Decreased in top line of the companyand against which the other expenses Such as Manufacturing expenses Establishmentexpenses are increased as compared to Decreased in sales.

Consolidated Financial Results

During the year under review Company has earned Total Income of Rs. 1515.20 Lakhs forthe Financial year 2020-21 as compared to Rs. 2313.49 Lakh since previous year 2019-20.The total income of the company was Decreased by 34.51% over previous year due toDecreased in Revenue from operation during the financial year of 2020-21 due to Lockdownand effect of Covid 19 Pandemic on the affairs of the Company. The profit after tax in thefinancial year 2020-21 stood at Rs 24.35 Lakhs as compared to profit after tax of Rs.76.67 for last year 2019-20. The profit after tax Decreased due to Decreased in top lineof the company and against which the other expenses such as Manufacturing ExpensesEstablishment expenses are increased as compared to Decreased in sales.

DIVIDEND

To strengthen the financial position of the Company and to augment working capital yourdirectors regret to declare any dividend.

AMOUNT TRANSFERRED TO RESERVES

During the year the Company has not apportioned any amount to other reserve. Theprofit earned during the year has been carried to the balance sheet of the Company.

CHANGE IN THE NATURE OF BUSINESS

During the year there was no change in the nature of business carried out by theCompany.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company comprises Seven Directors out of which Three are PromoterExecutive Directors One Additional Executive Promoter Director One Non-ExecutivePromoter Director and two are Non-Promoter Independent Directors. As on the date of thisreport the Board comprises following Directors;

Name of Director Designation
Mr. Sunil Devram Panchmatiya Chairman & Managing Director
Mr. Anil Devram Panchmatiya Whole Time Director
Mr. Vivek Sunil Panchmatiya Executive Director
Ms. Priti Sunil Panchmatiya^ Non-Executive Director
Mr.Meet Panchmatiya* Additional Executive Director
Ms. Nayna Dwarkadas Kanani Independent Director
Mr. Amit Pravinbhai Karia Independent Director

^Resigned as Non-Executive Director w.e.f August 16 2021.

*Meet Panchmatiya was appointed as an Additional Executive Director on the Board ofdirectors of the Company in its Board meeting held on November 12 2020.

The composition of Board complies with the requirements of the Companies Act 2013.Further in pursuance of Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") the Company is exemptedfrom requirement of having composition of Board as per Listing Regulations as on the endof financial year 2020-21.

BOARD MEETINGS

During the year under review Board of Directors of the Company met 05 (Five) timesviz. July 29 2020 August 282020 November 12 2020 February 08 2021 February 232021. The gap between two consecutive meetings was not more than one hundred and twentydays as provided in section 173 of the Act. The details of attendance of each Director atthe Board Meeting and General Meetings are given below;

Name of Director Mr. Sunil Devram Panchmatiya Mr. Anil Devram Panchmatiya Mr. Vivek Sunil Panchmatiya Mr. Amit Pravinbhai Karia Ms. Nayna Dwarkadas Kanani Ms. Priti Sunil Panchmatiya Mr.Meet Panchmatiya
No. of Board Meeting eligible to attend 5 5 5 5 5 5 3
No. of Board Meeting attended 5 5 5 5 5 5 3
Presence at the previous AGM held on September 302020 Yes No Yes Yes No Yes No

INDEPENDENT DIRECTORS

In terms of Section 149 of the Companies Act 2013 and rules made there under theCompany has two Independent Directors in line with the Companies Act 2013. The terms andconditions of appointment of Independent Directors and Code for Independent Director areincorporated on the website of the Company at www.poojametal.com. The Company has receivednecessary declaration from each independent director under Section 149 (7) of theCompanies Act 2013 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act 2013.

INFORMATION ON DIRECTORATE

During the year there was following changes in the Directorships of the Company.

a. Change in Board Composition

i. During the Financial year 2020-21 Mr. Meet Panchmatiya (DIN:08627877) was appointedas an Additional Executive Director on the Board of directors of the Company in its Boardmeeting held on November 12 2020.

ii. Further During the Financial year 2020-21 Mr. Sunil Devram Panchmatiya ManagingDirector of the Company who was retires by rotation and were re-appointed in the AGM heldon September 29 2020.

In accordance with the provisions of the Articles of Association and Section 152 of theCompanies Act 2013 Mr. Vivek Sunil Panchmatiya (DIN: 07427929) retires by rotation atthe ensuing annual general meeting. He being eligible has offered himself forre-appointment as such and seeks re-appointment. The Board of Directors recommends hisre-appointment on the Board. The relevant details as required under Regulation 36 (3) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBIListing Regulations") of the person seeking re-appointment/ appointment as Directorare also annexed to the Notice convening the annual general meeting.

KEY MANAGERIAL PERSONNEL

In accordance with Section 203 of the Companies Act 2013 the Company has Mr. SunilDevram Panchmatiya who is acting as Chairman &Managing Director Mr. Anil DevramPanchmatiya who is acting as Whole-Time Director and Mr. Hitesh Rasiklal Khakhkhar who isacting as Chief Financial Officer. Mr. Tejus Rameshchandra Pithadiya as Company Secretaryand Compliance Officer. There is no change in Key Managerial Personnel in the F.Y.2020-21.

ADEQUACY OF INTERNAL FINANCIAL CONTROL:

The Companies Act 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules 2014re-emphasizes the need for an effective Internal Financial Control system in the Companywhich should be adequate and shall operate effectively. The Company has devised propersystem of internal financial control which is commensurate with size and nature ofbusiness. Company has an Audit Committee headed by an Independent director inter-alia tooversee company's financial reporting process disclosure of financial information andreviewing the performance of statutory and internal auditors with management Further theBoard has also appointed B.B.Gusani & Associates as Internal Auditors of the Companypursuant to provisions of Section 138 of the Companies Act 2013.

PERFORMANCE EVALUATION

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act.

• The performance of the board was evaluated by the board after seeking inputsfrom all the directors on the basis of the criteria such as the board composition andstructure effectiveness of board processes information and functioning etc.

• The performance of the committees was evaluated by the board after seekinginputs from the committee members on the basis of the criteria such as the composition ofcommittees effectiveness of committee meetings etc.

• The board and the nomination and remuneration committee reviewed the performanceof the individual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held on February 23 2021 to evaluate theperformance of non-independent directors performance of the board as a whole andperformance of the chairman taking into account the views of executive directors andnon-executive directors. The same was discussed in the board meeting that followed themeeting of the independent directors at which the performance of the board itscommittees and individual directors was also discussed.

Performance evaluation of independent directors was done by the entire board excludingthe independent director being evaluated.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:

a. In preparation of annual accounts for the year ended March 31 2021 the applicableaccounting standards have been followed and that no material departures have been madefrom the same;

b. they had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitor loss of the Company for that year;

c. they had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. they had prepared the annual accounts for the year ended March 31 2021 on goingconcern basis.

e. n the case of a listed company had laid down internal financial controls to befollowed by the company and I that such internal financial controls are adequate and wereoperating effectively.

f. they had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF THE BOARD

The Board of Directors in line with the requirement of the act has formed variouscommittees details of which are given hereunder.

(a) Audit Committee:

The Board of Directors of the Company has constituted Audit Committee in their BoardMeeting held on April 15 2017. The Company has formed audit committee in line with theprovisions Section 177 of the Companies Act 2013. Audit Committee meeting is generallyheld for the purpose of recommending the half yearly and yearly financial result.Additional meeting is held for the purpose of reviewing the specific item included interms of reference of the Committee. During the year under review Audit Committee met 2(Two ) times vizJuly 29 2020 November 12 2020. The composition of the Committee and thedetails of meetings attended by its members are given below:

Name Designation Number of meetings during the financial year 2020-21
Eligible to attend Attended
Mr. Amit Pravinbhai Karia Chairman 2 2
Ms. Nayna Dwarkadas Kanani Member 2 2
Ms. Priti Sunil Panchmatiya Member 2 2

(Resigned w.e.f August 16 2021)

During the Current Financial Year 2021-22 in the Board Meeting held on August 16 2021Mrs. Priti Sunil Panchmatiya tendered her resignation due to personal reasons due to whichCompany Reconstituted Audit Committee as below.

AUDIT COMMITTEE
Name Designation
Mr. Amit Karia Chairman
Ms. NaynaDwarkadasKanani Member
Mr. Anil Panchmatiya Member
(Appointed w.e.f August 16 2021)

The Statutory Auditors of the Company are invited in the meeting of the Committeewherever requires. Chief Financial Officer of the Company is a regular invitee at theMeeting. Recommendations of Audit Committee wherever/whenever given have been acceptedby the Board.

VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report to the management instances ofunethical behaviour actual or suspected fraud or violation of Company's Code of Conduct.Further the mechanism adopted by the Company encourages the Whistle Blower to reportgenuine concerns or grievances and provide for adequate safe guards against victimizationof the Whistle Blower who avails of such mechanism and also provides for direct access tothe Chairman of the Audit Committee in exceptional cases. The functioning of vigilmechanism is reviewed by the Audit Committee from time to time. None of the Whistleblowers has been denied access to the Audit Committee of the Board.

(b) Stakeholders Relationship Committee:

The Board of Directors of the Company has constituted Stakeholders RelationshipCommittee in their Board Meeting held on April 15 2017 in order to mainly focus on theredressal of Shareholders' / Investors' Grievances if any like Transfer / Transmission /Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; DividendWarrants; etc. During the year under review Stakeholder's Grievance & RelationshipCommittee met 4 (Four) times viz July 29 2020 August 28 2020 November 12 2020 andFebruary 23 2021. The composition of the Committee and the details of meetings attendedby its members are given below:

Name Designation Number of meetings during the financial year 2020-21
Eligible to attend Attended
Mr. Amit Pravinbhai Karia Chairman 4 4
Ms. Nayna Dwarkadas Kanani Member 4 4
Ms. Priti Sunil Panchmatiya Member 4 4
(Resigned w.e.f August 16 2021)

During the Current Financial Year 2021-22 in the Board Meeting held on August 16 2021Mrs. Priti Sunil Panchmatiya tendered her resignation due to pre-occupancy elsewhere. Dueto which Company Reconstituted Stakeholders Committee as below w.e.f August 16 2021.

STAKEHOLDERS RELATIONSHIP COMMITTEE
Name Designation
Mr. Amit PravinbhaiKaria Chairman
Ms. NaynaDwarkadasKanani Member
Mr. Sunil DevramPanchmatiya Member
(Appointed w.e.f August 16 2021)

During the year the Company had not received any complaints from the Shareholders.There was no complaint pending as on March 31 2021.

(c) Nomination and Remuneration Committee:

The Board of Directors of the Company has constituted Nomination and Remunerationcommittee in their Board Meeting held on April 15 2017 in order to identify the personswho are qualified to become Directors and may be appointed in senior management andrecommending their appointments and removal. Nomination and Remuneration Committeemeetings are generally held for identifying the persons who are qualified to becomeDirectors and may be appointed in senior management and recommending their appointmentsand removal. Further the committee shall also meet as and when the need arises for reviewof Managerial Remuneration. During the year under review Nomination and RemunerationCommittee met 3 (Two) times viz on August 28 2020 and November 12 2020 February 232021 The composition of the Committee and the details of meetings attended by its membersare given below:

Name Designation Number of meetings during the financial year 2020-21
Eligible to attend Attended
Ms. Nayna Dwarkadas Kanani Chairman 3 3
Mr. Amit Pravinbhai Karia Member 3 3
Ms. Priti Sunil Panchmatiya Member 3 3
(Resigned w.e.f August 16 2021)

During the Current Financial Year 2021-22 in the Board Meeting held on August 16 2021Mrs. Priti Sunil Panchmatiya tendered her resignation due to pre-occupancy elsewhere. Dueto which Company Reconstituted Nomination And Remuneration Committee as below w.e.f August16 2021.

NOMINATION AND REMUNERATION COMMITTEE
Name Designation
Ms. NaynaDwarkadasKanani Chairman
Mr. Amit PravinbhaiKaria Member
Mr. Sunil DevramPanchmatiya Member
(Appointed w.e.f August 16 2021)

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create a highperformance culture. It enables the Company to attract motivated and retained manpower incompetitive market and to harmonize the aspirations of human resources consistent withthe goals of the Company. The Company pays remuneration by way of salary benefitsperquisites and allowances etc. to its Managing Director and the Executive Directors. Keypoints of the Nomination and Remuneration Policy are;

a. Policy on Appointment of Directors Key Managerial Personnel and Senior ManagementPersonnel:

• The policy is formulated to identify and ascertain the integrity qualificationexpertise and experience of the person for appointment as Director Key ManagerialPersonnel and Senior Management personnel and recommend to the Board for his / herappointment.

• A person should possess adequate qualification expertise and experience for theposition he/ she is considered for appointment.

• In case of appointment of Independent Director the Committee shall satisfyitself with regard to the independent nature of the Director vis- vis the Company so asto enable the Board to discharge its function and duties effectively. -

b. Policy on remuneration of Director KMP and Senior Management Personnel:

The Company's remuneration policy is driven by the success and performance of DirectorKMP and Senior Management Personnel vis--vis the Company. The Company's philosophy is toalign them with adequate compensation so that the compensation is used as a strategic toolthat helps us to attract retain and motivate highly talented individuals who arecommitted to the core value of the Company. The Company follows mixed of fixed paybenefits and performance based variable pay. The Company pays remuneration by way ofsalary benefits perquisites and allowance. The remuneration and sitting fees paid by theCompany are within the salary scale approved by the Board and Shareholders. The Nominationand Remuneration Policy as adopted by the Board of Directors is placed on the website ofthe Company at www.poojametal.com

Remuneration of Director:

The details of remuneration paid during the financial year 2020-21 to directors of theCompany is provided in Form MGT-7 available at website of the Company i.e.https://poojametal.com/annual/ Although the remuneration paid to Chairman and ManagingDirector Whole Time Director and Executive Director was NIL in the FY 2020-21.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the Annual Return ason March 31 2021 is available on the Company's website on https://poojametal.com/annual/.

INSURANCE

The assets of your Company have been adequately insured.

PUBLIC DEPOSITS

The company has not accepted any deposits from the public. Hence the directives issuedby the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act2013 or any other relevant provisions of the Act and the Rules there under are notapplicable.

SHARE CAPITAL Authorized Capital

The authorized share capital is Rs. 110000000 consisting of 11000000 EquityShares of Rs. 10/- each.

Issued Subscribed & Paid-up Capital

The Issued Subscribed & Paid-up Capital is Rs. 101420000 consisting of10142000 Equity Shares of Rs. 10/- each.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Security provided during the FY 2020-21 covered underthe provisions of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statement.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

A particular of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is not applicable as thereare no related party transactions held during Financial Year 2020-21. However RelatedParty Transactions as per Accounting Standard 18 is disclosed in the Notes to theFinancial Statement forming part of this Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the Year under review no significant and material orders passed by anyregulators or courts or tribunals impacting the going concern status and company'soperation in future.

PARTICULARS OF EMPLOYEES

The ratio of the remuneration of each Executive Director to the median of employees'remuneration as per Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed tothis Report as "Annexure – B". Refer to tables 3A(a) in "ANNEXURE– B". There are no employees who are posted outside India and in receipt ofa remuneration of Rs. 60.00 lakh or more per annum or Rs. 5.00 lakh or more a month.

SUBSIDIARIES ASSOCIATE AND JOINT VENTURE COMPANIES:

As at March 31 2021 Our Company has following Subsidiary:-

Sr. No. Name Address Nature of Business
1. Sierra Automation Private Limited (formely known as CBZ Recycling Private Limited) R/S. 86/2 Nr Dtpl Nr. Bhavani Extrusion Jamnagar 361004 Manufacture of fabricated metal products except machinery and equipments as its principal business activity

Further Company does not have any Holding Company or Joint Venture.

MATERIAL CHANGES AND COMMITMENT

There are no material changes and commitments affecting the financial position of theCompany have occurred during the Financial Year 2020-21. The COVID-19 pandemic is rapidlyspreading across the world as well as in India and had caused nationwide shutdown. Thecompany has resumed its business activities in a phased manner in line with the directivesof the Government of India. The Company's management has made initial assessment of likelyadverse impact on business and believes that the impact is not material in nature. Asinformed to us the management does not see any medium to long term risks in the company'sability to continue as going concern and meeting its liabilities as and when they falldue.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2014

To foster a positive workplace environment free from harassment of any nature we haveinstitutionalized the Anti-Sexual Harassment Initiative (ASHI) framework through which weaddress complaints of sexual harassment at the all workplaces of the Company. Our policyassures discretion and guarantees non-retaliation to complainants. We follow agender-neutral approach in handling complaints of sexual harassment and we are compliantwith the law of the land where we operate. During the year under review there were noincidences of sexual harassment reported.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control system which ensures that all theassets of the Company are safeguarded and protected against any loss from unauthorized useor disposition. The Internal Auditor of the Company carries out review of the internalcontrol systems and procedures. The internal audit reports are reviewed by AuditCommittee.

CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate governance.However pursuant to Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company is not required to mandatorily comply with theprovisions of certain regulations of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and therefore the Company has not provided a separatereport on Corporate Governance although few of the information are provided in thisreport under relevant heading.

RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence andimpact if triggered. A detailed exercise is being carried out to identify evaluatemonitor and manage both business and non-business risks.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information with respect to conservation of energy technology absorption foreignexchange earnings and outgo pursuant to Section 134(3) (m) of the Act read with Companies(Accounts) Rules 2014 is prepared and is enclosed as "ANNEXURE - B".

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively. During the year underreview the Company has complied with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India New Delhi.

STATUTORY AUDITOR AND THEIR REPORT:

M/s. DGMS & CO Chartered Accountants (formely knows as Doshi Maru &Associates) Ahmedabad has been appointed as Auditors of the Company for a term of fiveconsecutive years at the Annual General Meeting held on September 30 2017. They haveconfirmed that the yare not disqualified from continuing as Auditors of the Company. TheNotes to the financial statements referred in the Auditors Report are self-explanatory andtherefore do not call for any comments under Section 134 of the Companies Act 2013.

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.

DETAILS OF SUBSIDIARIES/ ASSOCIATES/ JOINT VENTURES

The Company does not have any Subsidiary Joint venture or Associate Company.

HOLDING COMPANIES

The Company does not have any Holding Companies.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a review of the performance of the Company for the yearunder review Management Discussion and Analysis Report is presented in a separatesection forming part of this Annual Report.

SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Act read with The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company hasappointed Ms. Zarna P. Solanki Practicing Company Secretary Jamnagar to conduct theSecretarial Audit of the Company for the financial year 2020-21. The Secretarial AuditReport is annexed herewith as "ANNEXURE – D" to this Report.

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules2014 and other applicable provisions of the act and listing regulations to the extent thetransactions took place on those items during the year. Your Directors further state thatno disclosure or reporting is required in respect of the following items as there were notransactions on these items during the year under review;

(i) Issue of Equity Shares with differential rights as to dividend voting orotherwise;

(ii) Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and ESOS;

(iii) Annual Report and other compliances on Corporate Social Responsibility;

(iv) There is no revision in the Board Report or Financial Statement;

(v) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future;

APPRECIATIONS AND ACKNOWLEDGMENT

Your Directors wish to place on record their sincere appreciation for significantcontributions made by the employees at all levels through their dedication hard work andcommitment enabling the Company to achieve good performance during the year under review.Your Directors also take this opportunity to place on record the valuable co-operation andsupport extended by the banks government business associates and the shareholders fortheir continued confidence reposed in the Company and look forward to having the samesupport in all future endeavors.

By the Order of Board of Directors
Poojawestern Metaliks Limited
Sunil Devram Panchmatiya Anil Devram Panchmatiya
Place: Jamnagar Chairman & Managing Director Whole Time Director
Date: August 16 2021 DIN: 02080742 DIN: 02080763
Registered office:
Plot No.1 Phase IIGIDC Dared
JamnagarGujarat - 361004 India

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