poojawestern metaliks ltd share price Directors report

To,

The Members(s),

The Board of Directors hereby submits the 7^th Annual Report of the business and operations of Poojawestern Metaliks Limited ("the Company"), along with the Audited financial statements, for the financial year ended March 31, 2023.

FINANCIAL HIGHLIGHTS

The audited financial statements of the Company as on March 31, 2023, are prepared in accordance with the relevant applicable Ind-AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

(Amount in lakhs)

	Standalone		Consolidated
Particulars	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Revenue from operations	3117.90	2081.65	3117.90	2081.65
Other income	58.65	23.76	58.65	23.76
Total Income	3176.55	2105.41	3176.55	2105.41
Less: Total Expenses before Depreciation, Finance Cost and Tax	2807.04	1890.92	2807	1890.92
Operating Profits before Depreciation, Finance Cost and Tax	369.51	214.49	369.55	214.49
Less: Finance cost	108.18	56.01	108.18	56.01
Less: Depreciation	113.82	51.97	113.82	51.97
Profit / (Loss) Before Tax	147.51	106.51	147.55	106.51
Less:- Current Tax	30.20	36.00	30.20	36.00
Less: Deferred Tax	10.95	(6.63)	10.95	(6.63)
Less:- MAT Credit	-	-	-	-
Profit/ (Loss) after tax (PAT)	106.36	77.14	106.40	77.14
Earnings per Equity Share	1.05	0.76	1.05	0.76

YEAR AT A GLANCE

FINANCIAL PERFORMANCE

Financial Performance on Standalone Basis

The revenue from operations increased to Rs. 3117.90 Lakhs as against Rs. 2081.65 Lakhs in the previous year. The revenue from operation was increased by 49.78% over the previous year.

The profit before Tax for the current year is Rs. 147.51 Lakhs as against the Profit before tax of Rs. 106.51 Lakhs in the previous year resulted into profit after tax of Rs. 106.36 Lakhs compared to Profit after tax of previous year Rs. 77.14 Lakhs. Increased in net profit is due to increase in revenue from operation.

Financial Performance on Consolidate Basis

The Consolidated Financial Statements presented by the Company include the financial results of following Subsidiary Companies: i. Sierra Automation Private Limited

Consolidated Financial Statements:

The Consolidated financial statements of the Company for the financial year 2022-23 are prepared in compliance with applicable provisions of the Companies Act, 2013, Indian Accounting Standards ("Ind-AS") and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI (LODR) Regulations, 2015") which form part of this Annual Report.

The revenue from operations increased to Rs. 3117.90 Lakhs as against Rs. 2081.65 Lakhs in the previous year. The revenue from operation was increased by 49.78% over the previous year.

The profit before Tax for the current year is Rs. 147.55 Lakhs as against the Profit before tax of Rs. 106.51 Lakhs in the previous year resulted into profit after tax of Rs. 106.40 Lakhs compared to Profit after tax of previous year Rs. 77.14 Lakhs. The profit of the Company increased about 37.93% as compared to previous financial year. The Increased in net profit is due to increase in revenue from operation.

DIVIDEND

Your Directors have recommended a dividend of Rs. 1/- (10% of face value) per equity share having face value of Rs. 10/- each for the year ended March 31, 2023 (previous year NIL) subject to approval of members in the ensuing Annual General Meeting.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The dividend, if declared, shall be subject to deduction of income tax at source. Your Company shall, accordingly, make the payment of the final Dividend after deduction of tax at source.

The Company does not have any amount of unclaimed or unpaid Dividends as on March 31, 2023.

Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI Listing Regulations) the Board of Directors of the Company (the ‘Board) formulated and adopted the Dividend Distribution Policy (the ‘Policy). The Policy is available on our website at https://poojametal.com/policy/.

AMOUNT TRANSFERRED TO RESERVE

During the year, Your Directors do not propose to transfer any amount to the General Reserves. Full amount of net profit are carried to reserve & Surplus account of the Company.

CHANGE IN NATURE OF BUSINESS

During the year, your Company has not changed its business or object and continues to be in the same line of business as per main object of the Company.

SHARE CAPITAL

As on March 31, 2023,

The Authorized Capital of the Company is Rs. 11,00,00,000 divided into 1,10,00,000 Equity Shares of Rs.10.00 each.

The Issue, Subscribed & Paid-up Capital of the Company is Rs. 10,14,20,000 divided into 1,01,42,000 Equity Shares of Rs.10.00 each.

After Closure of the financial year;

Authorised Capital of the Company increased from Rs. 11,00,00,000/- (Rupees Eleven Crore Only) divided into 1,10,00,000 (One Crore Ten Lakh) Equity Shares of Rs. 10/-(Rupees Ten Only) each to 21,00,00,000/- (Rupees Twenty one Crore Only) divided into 2,10,00,000 (Two Crore Ten Lakh) Equity Shares of Rs. 10/-(Rupees Ten Only) each subject to approval of the shareholders of the Company on Saturday, September 30, 2023 at 7^th Annual General Meeting of the Company.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Constitution of Board

The Constitution of the Board of Directors and other disclosure related to the Board of Directors are given in the Report on Corporate Governance.

Board Meeting

Regular meetings of the Board are held at least once in a quarter, inter-alia, to review the quarterly results of the Company. Additional Board meetings are convened, as and when required, to discuss and decide on various business policies, strategies andother businesses. The Board meetings are generally held at registered office of the Company.

During the year under review, Board of Directors of the Company met 10 (Ten) times, viz May 27, 2022, May 30, 2022; August 10, 2022; September 07, 2022; November 09, 2022; November 17, 2022; December 15, 2022, December 19, 2022; December 24, 2022, February 09, 2023.

The details of attendance of each Director at the Board Meetings and Annual General Meeting are given in the Report on Corporate Governance.

Disclosure by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form MBP-1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

Independent Directors

In terms of Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations, the Company has Four Non-Promoter Independent Directors. In the opinion of the Board of Directors, all four Independent Directors of the Company meet all the criteria mandated by Section 149 of the Companies Act, 2013 and rules made there under and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are Independent of Management. A separate meeting of Independent Directors was held on February 09, 2023 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board that is necessary for the board of directors to effectively and reasonably perform their duties.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at https://poojametal.com/policy/.

The Company has received a declaration from the Independent Directors of the Company under Section 149(7) of Companies Act, 2013 and 16(1) (b) of Listing Regulations confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 2013 for financial year 2022-23. The Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfill the conditions as Independent Directors and are independent of the Management. Further, all the Independent Directors have registered themselves with Independent Directors Data Bank. None of Independent Directors have resigned during the year.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, paid to them for the purpose of attending meetings of the Board / Committee of the Company.

Familiarization Program for Independent Directors

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter alongwith necessary documents, reports and internal policies to enable them to familiarize with the Companys Procedures and practices. The Company has through presentations at regular intervals, familiarized and updated the Independent Directors with the strategy, operations and functions of the Company and Agricultural Industry as a Whole and business model. The details of such familiarization programmes imparted to Independent Directors can be accessed on the website of the Company at https://poojametal.com/policy/.

INFORMATION ON DIRECTORATE

As on date of this report, your Companys Board comprises 8 Directors viz., (4) Promoter Executive Director, i.e. (1) Executive Director, i.e. Managing Director, (1) Executive Director, i.e. Whole time Director, (2) Executive Directors, and (4) Non- executive Independent Directors.

A. Change in Board Composition

i. During the year under Review, on the recommendation of the Nomination and Remuneration Committee and Board of Directors, Mr. Hitesh Amritlal Vishrolia

(DIN: 09426403) appointed as an Independent Director of the Company for a period up to December 05, 2026 not liable to retire by rotation at the Annual general meeting held on September 29, 2022.

ii. During the year under Review, the Board of Directors of the Company, on the recommendation of the Nomination and Remuneration Committee and Board of

Directors, Mr. Bimal Sureshkumar Udani (DIN: 06558577) appointed as an Independent Director of the Company for a period up to November 12, 2026 not liable to retire by rotation at the Annual general meeting held on September 29, 2022.

iii. During the year under Review, on recommendation of Nomination and Remuneration Committee and pursuant to approval of the Board of Directors, Mr. Sunil

Devram Panchmatiya (DIN: 02080742) re-appointed as a Chairman and Managing Director for further period of five (5) years at the Annual general meeting held on September 29, 2022.

iv. During the year under Review, on recommendation of Nomination and Remuneration Committee and pursuant to approval of the Board of Directors, Mr. Anil

Devram Panchmatiya (DIN: 02080763) re-appointed as a Whole time Director for further period of five (5) years at the Annual general meeting held on September 29, 2022.

v. During the year under Review, on the recommendation of the Nomination and Remuneration Committee and Board of Directors, At Annual General meeting held on September 29, 2022, Mr. Amit Pravinbhai Karia (DIN: 07820515), re appointed as Non-Executive Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of five years commencing with effect from May 18, 2022.

vi. During the year under Review, on the recommendation of the Nomination and Remuneration Committee and Board of Directors, At Annual General meeting held on September 29, 2022, Ms. Nayna Dwarkadas Kanani (DIN: 07826188), re-appointed as Non-Executive Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of five years commencing with effect from May 18, 2022.

B. Retirement by rotation and subsequent re-appointment:

Mr. Sunil Devram Panchmatiya (DIN: 02080742), Chairman & Managing Director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered himself for re-appointment.

Appropriate business for his re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the ensuing AGM of the Company.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standards-II issued by ICSI, of the person seeking re- appointment as Directors are annexed to the Notice convening the 7^th Annual general meeting.

KEY MANAGERIAL PERSONNEL

In accordance with Section 203 of the Companies Act, 2013, the Company has already appointed Mr. Sunil Devram Panchmatiya as Chairman and Managing Director, Mr. Anil Devram Panchmatiya as Whole Time Director of the Company. Further Mr. Hitesh Rasiklal Khakhkhar as Chief Financial Officer and Mr. Tejus Rameshchandra Pithadiya as Company Secretary & Compliance Officer of the Company.

Further, there was no change in the Key Managerial Personnel of the Company during the financial year 2022-23.

PERFORMANCE EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners;

The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of theboard as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

DIRECTORS RESPONSIBILITY STATEMENT

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

a) In preparation of annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the year ended March 31, 2023 on going concern basis. e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF BOARD

In compliance with the requirement of applicable provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015, (the ‘SEBI (LODR) Regulations, 2015) and as part of the best governance practice, the Company has constituted following Committees of the Board.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Grievance & Relationship Committee

The composition of each of the above Committees, their respective role and responsibility are detailed in the Report on Corporate Governance annexed to this Report.

AUDIT COMMITTEE

The Company has formed Audit Committee in line with the provisions Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As at March 31, 2023, the Audit Committee comprised Mr. Amit Pravinbhai Karia (Non-Executive Independent Director) as Chairperson and Ms. Nayna Dwarkadas Kanani (Non-Executive Independent Director) and Mr. Anil Devram Panchmatiya (Whole Time Director) as Members.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.

VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safeguards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanismis reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at https://poojametal.com/wp-content/uploads/2021/12/Whistle-Blower-Policy-.pdf

NOMINATION AND REMUNERATION POLICY / POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board has, on the recommendation of the Nomination & Remuneration Committee, formulated a policy on appointment and remuneration of Directors, Key Managerial personnel and Senior Management personnel , including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013.

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Companyto attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 01, of each year.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://poojametal.com/wp-content/uploads/2021/12/Nomination-Remuneration-Committee-Policy.pdf.

REMUNERATION OF DIRECTORS

The details of remuneration/sitting fees paid during the financial year 2022-23 to Executive Directors/Directors of the Companyis provided in Annual Return, i.e. Form MGT-7 which is uploaded on website of Company, i.e. at www.poojametals.com and in Report on Corporate Governance which are the part of this report.

PUBLIC DEPOSITS

The Company has not accepted any deposits during the current reporting period in terms of provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules made thereunder.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement for the year ended on March 31, 2023.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2023 is available on the Companys website and can be accessed at www.poojametals.com.

TRANSACTIONS WITH RELATED PARTIES

All the Related Party Transactions entered into during the financial year were on an Arms Length basis and in the Ordinary Course of Business. No material significant Related Party Transactions (i.e. exceeding 10% of the annual consolidated turnover as per the last audited financial statement) with Promoters, Directors, Key Managerial Personnel (KMP) and other related parties which may have a potential conflict with the interest of the Company at large, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable.

Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were placed before the Audit Committee and the Board of Directors for their approval on quarterly basis.

The details of the related party transactions for the financial year 2022-23 is given in notes of the financial statements which is part of Annual Report.

The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company at https://poojametal.com/wp-content/uploads/2023/02/Policy-Related-Party-Transaction-1.pdf .

INTERNAL FINANCIAL CONTROL (IFC) SYSTEMS AND THEIR ADEQUACY

Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources. Apart from these internal control procedures, a well-defined and established system of internal audit is in operation to independently review and strengthen these control measures, which is carried out by a reputed firm of Chartered Accountants. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditor of the Company and the audit committee. The conduct of internal audit is oriented towards the review of internal controls and risks in its operations.

M/s. DGMS & Co. Chartered Accountants (FRN: 0112187W), the statutory auditors of the Company has audited the financial statements included in this annual report and has issued an report annexed as an Annexure B to the Audit Report of the Company on our internal control over financial reporting (as defined in section 143 of Companies Act, 2013.

The audit committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditor. Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets the statutory auditors of the Company to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the board of directors informed of its major- observations periodically. Based on its evaluation (as defined in section 177 of Companies Act 2013), our audit committee has concluded that, as of March 31, 2023, our internal financial controls were adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENT

There are no material changes and commitments, affecting the financial position of the Company, have occurred between the ends of financial year of the Company i.e. March 31, 2023 to the date of this Report.

PARTICULAR OF EMPLOYEES

The ratio of the remuneration of each director to the median of employees remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure-A.

The statement containing top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable to the company and therefore, separate annexure was not provided forming part of this report. Further, the report and the accounts are being sent to members excluding this annexure. In terms of Section 136 of the Act, the said annexure is open for inspection in electronic mode for Members. Any shareholder interested in obtaining a copy of the same may write to Company Secretary.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

During this period under the provisions under section 135 in respect of CSR is not applicable to the Company. Hence, your Directors have not constituted the Corporate Social Responsibility (CSR) Committee.

SUBSIDIARIES, ASSOCIATE AND JOUINT VENTURE COMPANIES AND LLP

As on March 31, 2023, the Company has following subsidiaries:

Sr. No. Name	Address of Registered Office	Nature of Business
1. Sierra Automation Private Limited (Wholly Owned Subsidiary)	R/S. 86/2, Nr DTPL, Nr. Bhavani Extrusion, Jamnagar- 361004, Gujarat.	The Company is engaged in the business of Manufacture of fabricated metal products, except machinery and equipments as its principal business activity.

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is annexed to this Report as Annexure B.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of Companies Act, 2013, Consolidated Financial Statements of the Company and all its subsidiaries in accordance with the relevant accounting standards have been prepared which forms part of the Annual Report.

Further, the Company does not have any Associate Companies and Joint Ventures as on March 31, 2023.

Pursuant to the Section 136 of the Companies Act, 2013, the financial statements of the company, consolidated financial statements along with relevant documents and separate audited accounts in respect of Subsidiaries Company, is available on the Website of the company www.poojametals.com.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.

During the financial year 2022-23, the Company has received nil complaints on sexual harassment, out of which nil complaints have been disposed of and nil complaints remained pending as of March 31, 2023. The Policy on Anti Sexual Harassment as approved by the Board of Directors is available on the website of the Company at https://poojametal.com/policy/ .

RISK MANAGEMENT

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

(A) Conservation of energy

i. The steps taken or impact on conservation of energy:

Company ensures that the operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

ii. The steps taken by the Company for utilizing alternate sources of energy:

No alternate source has been adopted.

iii. The capital investment on energy conservation equipment:

No specific investment has been made in reduction in energy consumption.

(B) Technology absorption

i. The effort made towards technology absorption: Not Applicable.

ii. The benefit derived like product improvement, cost reduction, product development or import substitution: NotApplicable

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - NotApplicable

a) The details of technology imported: Nil.

b) The year of import: Not Applicable.

c) Whether the technology has been fully absorbed: Not Applicable.

d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof:

Not Applicable.

e) The expenditure incurred on Research and Development: Nil

f) Foreign Exchange Earnings & Expenditure:

i. Details of Foreign Exchange Earnings: 1765.83 Lakhs

ii. Details of Foreign Exchange Expenditure: 1627.77 Lakhs

CORPORATE GOVERNANCE

The Companys Corporate Governance philosophy is to continuously strive to attain higher levels of accountability, transparency, responsibility and fairness in all aspects of its operations. The Company remained committed towards protection and enhancement of overall long term value for all its stakeholders customers, lenders, employees and the society. The Company also acknowledges and appreciates its responsibility towards the society at large and has embarked upon various initiatives to accomplish this. As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Report on Corporate Governance and Certificate of the Practicing Company Secretary with regards to compliance with the conditions of Corporate Governance is annexed to the Boards Report as Annexure-C

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2) (e) read with part B of Schedule V of the SEBI (LODR) Regulations, 2015, Management Discussion and Analysis Report is forming the part of this Annual Report Annexure-D

STATUTORY AUDITOR AND THEIR REPORT

M/s. DGMS & CO, Chartered Accountants (formerly known as Doshi Maru & Associates), (FRN: 0112187W) Jamnagar, has been appointed as Auditors of the Company for a term of four consecutive years at the Annual General Meeting held on September 29, 2022. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

M/s. DGMS & CO,, Chartered Accountant, Jamnagar, (FRN: 0112187W) were appointed as the statutory auditors of the Company for a second term of 4 (Four) years to hold office from the conclusion of 6^th Annual general meeting until the conclusion of the 10^th Annual general meeting of the Company to be held in the calendar year 2026.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report is enclosed with the financial statements in this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

INTERNAL AUDITOR:

Pursuant to Section 138 of Companies Act 2013, the Company had appointed M/s. Paras A Rathod & Co., Chartered Accountants, (FRN: 150972W), as an Internal Auditor of theCompany for the financial year 2022-23.

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS INTERNAL AUDITOR:

There are no other significant/material orders passed by the Regulators, Courts, Tribunals, Statutory and quasi-judicial body impacting the going concern status of the Company and its operations in future. The details of litigation on tax and other relevant matters are disclosed in the Auditors Report and Financial Statements which forms part of this Annual Report.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016(IBC)

During the period under review no corporate insolvency resolution process is initiated against the company under the Insolvencyand Bankruptcy Code, 2016 (IBC).

SECRETARIAL AUDITOR AND THIEIR REPORT

The Company has appointed M/s. Payal Dhamecha & Associates, Practicing Company Secretary, to conduct the Secretarial Audit of the Company for the financial year 2022-23, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the financial year 2022-23 is annexed to this report as an Annexure E.

The Annual Secretarial Compliance Report for the financial year ended March 31, 2023 issued by M/s. Payal Dhamecha & Associates through their Proprietor Ms. Payal Dhamecha, in relation to compliance of all applicable SEBI Regulations/ Circulars/Guidelines issued thereunder, pursuant to requirement of Regulation 24A of the Listing Regulations read with Circular no. CIR/CFD/CMD1/27/2019 dated 8th February, 2019 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is annexed to this report as an Annexure E1. The Secretarial Compliance Report has been voluntarily disclosed as a part of Annual Report as good disclosure practice.

Secretarial Audit Report and Secretarial Compliance Report do have Qualification or adverse remarks as below;

1. Regulation 3(5) & 3(6) SEBI of Prohibition of Insider Trading Regulations, 2015.

Delay by Company in entering majority of UPSI Sharing Entries in software (Structured Digital Database)

Management Reply: Management of Company will be more alert in making entries of UPSI Sharing into software the same day on which UPSI is shared to any Designated Persons. Delay was unintentional, to make all compliance within due date, UPSI sharing entries into software got delayed.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2

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

WEBSITE

Your Company has its fully functional website www.poojametal.com which has been designed to exhibit all the relevant details about the Company. The site carries a comprehensive database of information of the Company including the Financial Results of your Company, Shareholding Pattern, details of Board Committees, Corporate Policies/ Codes, business activities and current affairs of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Companies Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and also the non-mandatory information of Investors interest / knowledge has been duly presented on the website of the Company.

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review or they are not applicable to the Company;

(i) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS; (iii) There is no revision in the Board Report or Financial Statement;

(iv) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concernstatus and Companys operations in future;

APPRECIATIONS AND ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment during the year under review.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Companys endeavor to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

Registered office:		For, Poojawestern Metaliks Limited
Plot No. 1, Phase II, GIDC,
Dared Jamnagar- 361004, Gujarat
	SD/-	SD/-
	Anil Devram Panchmatiya	Sunil Devram Panchmatiya
Date: September 02, 2023	Whole time Director	Chairman and Managing Director
Place: Jamnagar	DIN: 02080763	DIN: 02080742