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Porwal Auto Components Ltd.

BSE: 532933 Sector: Engineering
NSE: N.A. ISIN Code: INE386I01018
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NSE 05:30 | 01 Jan Porwal Auto Components Ltd
OPEN 23.85
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VOLUME 3763
52-Week high 32.90
52-Week low 17.45
P/E
Mkt Cap.(Rs cr) 36
Buy Price 23.40
Buy Qty 200.00
Sell Price 23.95
Sell Qty 50.00
OPEN 23.85
CLOSE 23.75
VOLUME 3763
52-Week high 32.90
52-Week low 17.45
P/E
Mkt Cap.(Rs cr) 36
Buy Price 23.40
Buy Qty 200.00
Sell Price 23.95
Sell Qty 50.00

Porwal Auto Components Ltd. (PORWALAUTOCOMP) - Director Report

Company director report

To

The Members

Porwal Auto Components Ltd. Pithampur-454775

Your Directors have immense pleasure in presenting 29thBoards Report ofPorwal Auto Components Ltd together with the Audited Financial Statements for the yearended March 31 2021.

1. State of Affairs Financial Performance and Future Outlook:

a. Financial Performance

The financial highlights and summarized financial results of the company are givenbelow:

Particulars As on 31.03.2021 As on 31.03.2020
Revenue from operations 6967.93 7872.33
Other Income 111.76 0.90
Total Expenses [excluding interest & depreciation] 6275.18 7182.23
Profit before Interest Depreciation & Tax 804.51 691.01
Less: Depreciation 609.10 608.31
Less: Interest 90.09 123.24
Profit / (Loss) Before Tax 105.32 -40.54
Less: Tax Expenses - -
Current Tax 18.80 -
Deferred Tax -6.61 -96.59
Net Profit / (Loss) after Tax 93.13 56.05
Add: Amount brought forward from Last Year 1262.26 1206.21
Balance carried forward to Balance Sheet 1355.39 1262.26
Appropriations:
(a) Proposed Dividend on Equity Shares - -
(b)Tax on Proposed Dividend - -
(c) Income Tax/Wealth tax of earlier years - -
Balance carried forward to Balance Sheet 1355.39 1262.26

Your Company's financial statements for the year ended March 31 2021 are the financialstatements prepared in accordance with Ind AS notified under the Companies (IndianAccounting Standards) Rules 2015 and Companies (Indian Accounting Standards) AmendmentRules 2016 as applicable.

During the year under review the Company has reported a turnover of Rs. 6967.93 Lacsagainst the turnover of Rs. 7872.33 Lacs in the previous year registering decrement ofRs. 904.4 Lacs (approx). The overall expenses of the Company have also decreased from Rs.7182.23 Lacs to Rs. 6275.18 Lacs. The Company has earned a net profit of Rs. 93.13 Lacsas compared to profit of Rs. 56.06 Lacs in the previous year. Your Company is trying theirbest to uplift the profit in the coming period.

b. Operations And Future Outlook

The automotive industry is rapidly growing due to the introduction of new innovationswhich is bolstering the growth of the auto parts manufacturing industry. The Asia Pacificemerged as a significant market for auto parts manufacturing in 2020. The region is alsoanticipated to be a major global market in the forecast period as well witnessing arobust growth rate. New technology applications in the field of producing automotive partsare expected to boost the automotive sales in the region. The regional market is beingdriven by an increase in the production and sales of vehicles and passenger cars and thedigitisation of distribution systems for automotive components.

Governments around the globe also have stringent vehicle emission regulations forproduct manufacturers to manufacture environmentally sustainable and highly effectiveautomobile products for both the domestic and international markets which is likely toboost the market demand. In recent years there have been considerable development in theautomotive industry with developing markets like China India and Brazil anticipated toboost market growth globally. Auto Components industry exports which is currently valuedat $14.5bn in FY20 is expected to grow at an annual rate of 23.9% to reach $80 bn by2026. USA Germany UK Thailand and Italy are the top destinations for exports.Aftermarket segment which includes tyre battery brake parts is expected to reach $32 bnby 2026 from $9.8 bn currently. The overall industry which accounts for 2.3% of India'sGDP currently is set to become the 3rd largest in the world by 2025. India's automobileindustry is the world's fourth largest. India was the world's fourth largest manufacturerof cars and seventh largest manufacturer of commercial vehicles in 2019. Indian automotiveindustry (including component manufacturing) is expected to reach between Rs. 16.16-18.18trillion (US$ 251.4-282.8 billion) by 2026. Indian automobile industry (Includesautomobiles and auto components) received Foreign Direct Investment (FDI) worth US$ 25.85billion between April 2000 and March 2021.

The long-term growth outlook for the Indian auto industry is positive driven by robusteconomic growth outlook increasing income levels Government focus on road andinfrastructure development current low levels of vehicle penetration rapid urbanisationand a large young and aspiring population.

Your Company is pursuing several strategic initiatives in all key areas of business tosurvive in this challenging face. The key elements of strategy include strengthening theproduct portfolio refresh and update existing products and strengthen research &development (R&D) and technology capabilities. Further Your Company is taking severalinitiatives to uplift the sales and Profit and believe that Company is likely to witnessstrong growth commodity price increase and face near term challenges for the industry andare key monitorable. With aim to remain competitive in the market and sustain leadershipyour Company continues to invest in new product development technology upgradesincreasing channel reach and the focus on delivering customer centric products servicesand build brand. Your Company is continuously evaluated our product portfolio and itstechnological readiness for the future in the face of challenges posed by both emergingand disruptive technologies. Your Company's LFC project is ready for trial and will workat fullest by the next year. Your Company has also introduced new machinery for the smoothfunctioning. We also a long standing relationship with all our customers our built on theyears of remarkable responsiveness to their ever changing needs.

c. Change in nature of Business

During the year there was no change in business activity of the company. d. Changes inShare Capital

During the Financial Year 2020-21 there was no change in capital structure of thecompany. The paid up equity capital as on March 31 2021 is Rs. 151000000. During theyear under review the company has not issued shares with differential voting rights norhas granted any stock option or sweat equity shares. e. Revision of Annual FinancialStatements

There was no case of revision in financial statement during the year.

2. Transfer to Reserves If Any

During the year the Company has not transferred any amount to the reserves.

3. Dividend

Your Directors have not recommended any Dividend for the year under review.

4. Deposits

During the year under review the Company did not accept any deposits within themeaning of provisions of Section 73 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014.Further the Company has not accepted any deposit orloans in contravention of the provisions of the Chapter V of the Companies Act 2013 andthe Rules made there under.

5. Material changes and commitments after the end of Financial Year

There are no material changes and commitments affecting financial position of thecompany which have occurred between the end of the financial year of the company to whichfinancial statements relate and date of the report.

6. Subsidiary Associate Companies or Joint Venture

The Company does not have any subsidiary joint venture or associate Company.

7. Extract of Annual Return

Pursuant to provisions of Section 134(3)(a) and Section 92(3) of the Companies Act2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014 asamended from time to time the Annual Return of the Company for Financial Year 2020-21 isavailable on the Company's

website at weblink http://www.porwalauto.com/Other-shareholder-information.html

8. Directors and Key Managerial Personnel

At the year ended March 31 2021 the Board of Directors comprised of three Executivedirectors and four Non-Executive Independent Directors including one women director. TheCompany has one Chief Financial Officer and a Company Secretary.

The details of changes in the directors and KMP are as follows:

Retire By Rotation

In accordance with the provisions of Section 152 of the Act and in terms of theArticles of Association of the Company Mr. Mukesh Utsavlal Jain (DIN- 00245111) retiresby rotation and being eligible offers himself for reappointment at the ensuing 29thAnnual General Meeting. The Board recommends his re-appointment for the consideration ofthe Members of the Company at the ensuing Annual General Meeting.

Mr. Shailesh Jain and Ms. Hansika Mittal are the Chief Financial Officer (CFO) andCompany Secretary (CS) of the Company respectively.

Independent Directors:

The Independent Directors on the Board of the Company comprise of Mr. SurajmalBirdichand Kucheria Mr. Ramesh C Kashyap Mr. Nitin Kumar Dafria & Mr. Rajni Jain.

Declaration by Independent Directors

All Independent Directors of your Company have given a declaration pursuant to Section149(7) of the Companies Act 2013 and Regulation 25(8) SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 affirming compliance to the criteria ofIndependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andthere has been no change in the circumstances which may affect their status as IndependentDirector during the year. Independent Directors have also submitted declaration that theyhave registered themselves on the online data bank of Indian Institute of CorporateAffairs (IICA) in accordance with the Companies (Appointment and Qualification ofDirectors) Fifth Amendment Rules 2019.

Based on the declaration(s) of Independent Directors the Board of Directors recordedits opinion that all Independent Directors are independent of the Management and havefulfilled the conditions as specified in the Companies Act 2013 and the Rules made thereunder.

Independent Directors not liable to retire by rotation in terms of Section 149(13) ofthe Act. Disqualifications of Directors During the year declarationsreceived from the Directors of the Company pursuant to Section 164 of the Companies Act2013. The Board appraised the same and found that none of the director is disqualified forholding office as director.

Further the Certificate from Practicing Company Secretary has been obtained whocertified that none of the directors of the company disqualified for holding office asdirector of the Company is enclosed with this Board Report.

9. Committees of the Board Of Directors

Your Company has four committees which have been constituted as a part of the goodcorporate governance practices and the same are in compliance with the requirements of therelevant provisions of applicable laws and statutes. Your Company has an adequatelyqualified and experienced Audit Committee with Mr. Nitin Dafria (Chairperson) Mr. RameshC Kashyap and Mr.

Surajmal Birdichand Kucheria as Members. The recommendations of the Audit Committeewere duly approved and accepted by the Board during the year under review.

The other Committees of the Board are:

i. Nomination and Remuneration Committee

ii. Stakeholders Relationship Committee

iii. Corporate Social Responsibility Committee (dissolved w.e.f. 28th June 2021)

The details with respect to the composition powers roles terms of referenceMeetings held and attendance of the Directors at such Meetings of the relevant Committeesare given in detail in the Report on Corporate Governance of the Company which forms partof this Report.

10. Meetings of the Board of Directors and its committees

a. Board Meetings: During the year under review the Board has met 6 (six) times viz.June 13 2020; June 29 2020; July 30 2020; August 27 2020; November 10 2020; February22021 The details of meetings of the Board and the attendance of Directors are providedin the Corporate Governance Report.

b. Committee Meetings: During the year under review the Committees duly met and thedetails of the Meetings held and attendance of the Directors at such Meetings areprovided in the Corporate Governance Report.

c. Separate Meeting of Independent Director: During the year under review a separatemeeting of Independent Directors was held on March 29 2021. 11. Nomination andRemuneration Policy Pursuant to the provisions of Section 178(3) of the CompaniesAct 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Nomination and Remuneration Committee has formulated a policyrelating to the remuneration for the Directors key managerial personnel (KMP) andother employees which was approved and adopted by the Board.

The policy is available on the website of the Company athttp://www.porwalauto.com/Other-shareholder-information.html.

Other Policies:

The other policies adopted by the Company pursuant to the provisions of the CompaniesAct 2013 and SEBI Regulations are placed on the Company's website athttp://www.porwalauto.com/Other-shareholder-information.html.

12. Performance Evaluation of the Board

Pursuant to the provisions of section 134(3)(p) of Companies Act 2013 and Regulation17(10) & 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and the Guidance Note on Board Evaluation issued by the Securities and Exchange Boardof India on January 5 2017 the Nomination and Remuneration Committee of the Company hasdefined the evaluation criteria and procedure for the Performance Evaluation process forthe Board its Committees and Directors.

The Board of Directors has carried out an annual performance evaluation of its ownperformance Independent Directors the Directors and the Committees. The performanceevaluation of the Chairman and the Non Independent Directors was carried out by theIndependent Directors who also reviewed the performance of the Board as a whole. Thecriteria on the basis which the evaluation has been carried out are explained in theCorporate Governance Report.

The performance of the board was evaluated by the board after seeking inputs from allthe Directors on the basis of criteria such as board composition and structureeffectiveness of board processes information and functioning etc. as provided by theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The performance of the committee was evaluated by the Board after seeking inputs fromthe committee members on the basis of criteria such as the composition of the committeeeffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual director on the basis of criteria such as the contribution of the individualdirectors to the board and committee meeting like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meeting etc.

13. 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 the preparation of the Annual Accounts the applicable Accounting Standards havebeen followed along with proper explanation relating to material departures.

b. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit for the year ended on that period.

c. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting frauds and otherirregularities.

d. The Directors had prepared the annual accounts on a going concern basis.

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

f. The Directors have devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

14. Auditors:

a. Statutory Auditors

Pursuant to the provisions of section 139 of the Act and the rules framed there underat the 25th Annual General Meeting held on 28th September 2017 S N Gadiya & CompanyChartered Accountants (ICAI Firm Registration No. 002052C) were appointed as StatutoryAuditors of the Company to hold office till the conclusion of the Annual General Meetingto be held in the calendar year 2022.

The Company has received a certificate from the auditors confirming that theirappointment is in accordance with Section 139 read with Section 141 of the Act.

Explanation to Auditor's Remark

The Auditors in their report have referred to the notes forming part of the Accountswhich are self-explanatory and does not contain any qualification reservation or adverseremark or disclaimer.

Reporting of fraud by Statutory Auditors

There was no fraud in the Company which was required to be reported by statutoryauditors of the Company under sub-section (12) of section 143 of Companies Act 2013. b.Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the companyhas appointed Ms. Shraddha Jain Practicing Company Secretary to conduct SecretarialAudit for the financial year 2020-21. The Secretarial Audit Report for the financial yearended March 31 2021 is annexed herewith marked as Annexure-I to this Report.

The Secretarial Audit Report does not contain any qualification reservation or adverseremark.

Annual Secretarial Compliance Report:

The Company has undertaken an audit for the Financial Year 2020-21 for all applicablecompliances as per Securities and Exchange Board of India Regulations andCirculars/Guidelines issued thereunder. The Annual Secretarial Compliance Report dulysigned by Ms. Shraddha Jain Practicing Company Secretary has been submitted to the StockExchanges.

c. Cost Record and Cost Audit

Your company does not fall within the provisions of Section 148 of Company's Act 2013read with the Companies (Cost records & Audit) Rules 2014 therefore no such recordsrequired to be maintained. d. Internal Auditor

Pursuant to the provisions of Section 138 of the Act read with Rule 13(1)(a) ofCompanies (Accounts) Rules 2014 the Board of Directors of the Company have appointedNishi Agrawal & Company to conduct internal audit reviews for the Company for the FY2021-22. The internal audit reviews for the FY 2020-21 were conducted by Vikas S Garg& Company.

15. Internal Financial Controls and its adequacy

The Company has comprehensive Internal Financial Controls system for all majorprocesses including financial statements to ensure reliability of reporting. The systemalso helps management to have timely data on various operational parameters for effectivereview. It also ensures proper safeguarding of assets across the Company and itseconomical use. The internal financial controls system of the Company is commensurate withthe size scale and complexity of its operations. The system and controls are periodicallyreviewed and modified based on the requirement.

The internal and operational audit is entrusted to Nishi Agrawal and Company for thefinancial year 2021-22. However the internal and operational audit for the Financial Year2020-21 was conducted by Vikas S Garg and Company. The main thrust of internal audit is totest and review controls appraisal of risks and business processes besides benchmarkingcontrols with best practices in the industry. Based on the audit observations &suggestions follow up & remedial measures are being taken on a regular basis.

16. Particulars of loans guarantees or investments

Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Note No. 5 and 6 to the financialstatements.

17. Particulars of contracts or arrangements with Related Parties

During the financial year 2020-2021 all contracts/ arrangements/ transactions enteredinto by the Company with its related parties were reviewed and approved by the AuditCommittee and the Board. Prior omnibus approvals were obtained from the Audit Committeefor related party transactions which were of repetitive nature entered in the ordinarycourse of business and on an arm's length basis. No transaction with any related party wasin conflict with the interest of the Company.

All Related Party Transactions that were entered into during the financial year were onan arm's length basis in the ordinary course of business and were in compliance with theapplicable provisions of the Companies Act 2013 ('the Act') and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

There are no material contracts or arrangements or transactions during the year. Thusthe disclosure in Form AOC-2 under Section 134(3)(h) of the Companies Act 2013 read withRule 8(2) of the Companies (Accounts) Rules 2014 is not applicable.

Details of transactions with Related Parties are provided in the accompanying financialstatements. The Company has adopted a Related Party Transactions Policy and the same isuploaded on the Company's websitehttps://www.porwalauto.com/pdf/related_party_transaction_policy.pdf. Suitable disclosuresas required under AS-18/Indian Accounting Standards (Ind AS 24) have been made in theNotes to the financial statements.

18. Conservation of Energy technology absorption foreign exchange earnings and outgo

The details of Conservation of Energy Technology Absorption Foreign Exchange Earningsand Outgo Pursuant to the provisions of Section 134(3)(m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 is attached as Annexure-II to thisreport.

19. Risk Management

The Company recognizes that risk is an integral and unavoidable component of businessand is committed to managing the risk in a proactive and efficient manner. The Company aspart of business strategy has in place a mechanism to identify assess monitor risks andmitigate various risks with timely action.

20. Significant and material orders passed by the regulators or courts

There are no significant or material orders passed by the Regulators / Courts whichwould impact the future operations / going concern status of the Company.

21. Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act 2013read with Rule 7 of Companies (Meetings of Board and its Powers) Rules 2014 and SEBI(LODR) Regulations 2015 the Company has in place a Whistle Blower Policy which providesfor a vigil mechanism that encourages and supports its Directors and employees to reportinstances of illegal activities unethical behaviour actual or suspected fraud orviolation of the Company's Code of Conduct or Ethics Policy and also to report insidertrading violations as well as reporting of instances of leak of unpublished pricesensitive information. It also provides for adequate safeguards against victimization ofpersons who use this mechanism and direct access to the Chairman of the Audit Committee inexceptional cases. During the year under review no protected disclosure concerning anyreportable matter in accordance with the Vigil mechanism and Whistle Blower policy of theCompany was received by the Company. The Whistle Blower Policy has been posted on thewebsite of the company https://www.porwalauto.com/pdf/Vigil_Mechanism.pdf.

22. Commission received by directors from holding/subsidiary Company

The Company does not have any holding/ subsidiary company. Hence provisions of section197 (14) of Companies Act 2013 are not applicable to the Company.

23. Disclosure of ratio of remuneration of Directors and Key Managerial Personnel

The prescribed particulars of employees required under section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is enclosed as Annexure III and forms the part of this BoardReport.

24. Particulars of Employees

During the year there was no employee drawing remuneration in excess of Rs.10200000/- p.a. or Rs. 850000/- p.m. Accordingly information required to be givenpursuant to provisions of Section 197(12) of the Companies Act 2013 read with Rules 5(2)and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 has not been given here.

Further the particulars of top ten employees in terms of remuneration drawn requiredunder section 197(12) of the Companies Act 2013 read with Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended is enclosedas Annexure IV and forms the part of this Board Report.

25. Chief Financial Officer and Managing Director Certification

As required under Regulation 17(8) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Managing Director and Chief Financial Officer of theCompany have certified to the Board regarding the Financial Statements for the year ended31st March 2021 which is enclosed as forms the part of this Board Report.

26. Voting Rights of employees

During the year under review the Company has not given loan to any employee forpurchase of its own shares as per section 67(3) (c) of Companies Act 2013.

27. Disclosure regarding issue of Employee Stock Options

The Company has not issued shares under employee's stock options scheme pursuant toprovisions of Section 62 read with Rule 12 of Companies (Share Capital and Debenture)Rules 2014.

28. Disclosure regarding issue of Sweat Equity Shares

The Company has not issued sweat equity shares pursuant to provisions of Section 54read with Rule 8 of Companies (Share Capital and Debenture) Rules 2014 & SEBI (issueof sweat equity) Regulations 2002 during the Financial Year.

29. Corporate Governance Report

Your Company and its Board has been complying with Corporate Governance practices asset out in a separate report in pursuance of requirement of Para C of Schedule V SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 as Annexure V.

Auditor's certificate obtained from S N Gadiya & Company Chartered Accountants(ICAI Firm Registration No. 002052C) confirming compliance of the Corporate Governance asstipulated under the said Regulations is also enclosed herewith in the Report and the sameis enclosed as forms the part of this Board Report.

30. Corporate Social Responsibility

Your Company has complied with the provisions of section 135 of the Companies Act 2013read with the rules framed there under and spent remaining amount of Rs. 2888032/- asCSR Expenditure which is due towards the Company.

The CSR liability of the Company for the FY 2020-21 does not exceed the threshold limitas prescribed in the latest amendment to Section 135 of the Companies Act 2013. Hence theobligations under section 135 of the Companies Act 2013 are not applicable to theCompany. Accordingly the Board at its meeting held on 28th June 2021 has dissolved theCSR Committee.

31. Management Discussion and Analysis Report

Management Discussion and Analysis Statement in pursuance of requirement of Regulation34(2)(e) and Para B of Schedule V of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations2015 is attached to this report asAnnexure - VI.

32. Listing at Stock Exchange

The Equity shares of the Company are listed on Bombay Stock Exchange Limited Mumbaiand the Listing Fee for the year 2020-21 has been duly paid.

The Company has complied with SEBI (LODR) Regulations 2015 including payment of AnnualListing Fees up to March 31 2022 to BSE Limited.

33. Insurance

The Company's assets are adequately insured against the loss of fire and other risksas consider necessary by the Management from time to time.

34. Business Responsibility Report

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 is not applicableto your Company for the financial year ending March 31 2021.

35. Depository System

Your Company's shares are tradable compulsorily in electronic form and your Company hasconnectivity with both the Depositories i.e. National Securities Depository Limited (NSDL)and Central Depository Service (India) Limited (CDSL). As per the SEBI (ListingObligations & Disclosure Requirements) (Fourth Amendment) Regulations 2018 videGazette notification dated June 8 2018 & 30th November 2018 mandated that Sharetransfer shall be mandatorily carried out in dematerialized form only w.e.f. from April 12019. In view of the numerous advantages offered by the Depository System members arerequested to avail the facility of Dematerialization of the Company's shares on either ofthe Depositories mentioned as aforesaid.

36. Environment and Safety

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances environmental regulations and preservation ofnatural resources.

37. Industrial Relations

Industrial relations remained cordial throughout the year. Your Directors recognize andappreciate the sincere hard work loyal dedicated efforts and contribution of all theemployees in the growth and performance of the Company during the year.

The Company continues to accord a very high priority to both industrial safety andenvironmental protection and these are ongoing processes at the Company's plant andfacilities to maintain high awareness levels. The Company as a policy re-evaluates safetystandards and practices from time to time in order to raise the bar of safety for itspeople as well as users and customers.

38. Disclosure as required under Section 22 of Sexual Harassment of women at workplace(Prevention Prohibition and Redressal) Act 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules made there under. The Policy aims toprovide protection to employees at the workplace and prevent and redress complaints ofsexual harassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure. Internal ComplaintsCommittee has been set up to redress complaints received regarding sexual harassment.

It may be noted that during the year 2020-21 no grievance/complaint from any womenemployee was reported.

39. Compliance Of Secretarial Standard

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto 'Meetings of the Board of Directors' and 'General Meetings' respectively have beenduly followed by the Company.

40. Details of application made or any proceeding pending under the Insolvency andBankruptcy Code 2016 (31 of 2016) and their status

There are no application made or any proceeding pending under the Insolvency andBankruptcy Code 2016 (31 of 2016) during the year.

41. Details of difference between amount of the Valuation done at the time of One TimeSettlement and the Valuation done while taking loans from the Banks or FinancialInstitution along with the reasons thereof

There are no such events occurred during the period from April 01 2020 to March 312021 thus no valuation is carried out for the one-time settlement with the Banks orFinancial Institutions.

42. Acknowledgements

Your Directors place on record their gratitude to all the Government and semigovernment departments and Company's Bankers and all the stakeholders for their continuingassistance and co-operation and encouragement they extended to the Company. Your Directorsalso wish to place on record their sincere thanks and appreciation for the continuingsupport and unstinting efforts of Customer Vendors Employees and all other stakeholdersin ensuring an excellent all around operational performance.

For and on behalf of the Board of Directors
Porwal Auto Components Limited
Mukesh Jain Devendra Jain
Whole time Director Managing Director
(DIN - 00245111) (DIN - 00232920)

Date: 10.08.2021

Place: Pithampur

Registered office

Plot No. 209 Sector No. 1

Industrial Area

Pithampur (M.P.) 454775

CIN: L34300MP1992PLC006912

.