Poona Dal and Oil Industries Ltd Directors Report.

Your Directors have pleasure in presenting their Twenty Seventh Report together with the Audited Accounts of your Company for the year ended 31st March, 2019.

STATE OF AFFAIRS – SNAPSHOT OF FINANCIAL RESULTS

As mandated by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards ("Ind AS") from 1st April, 2016 with a transition date of 1st April, 2015. The financial statements of the Company for the financial year 2018-19 have been prepared in accordance with IND AS, prescribed under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 and the other recognized accounting practices and policies to the extent applicable.

REVIEW OF PERFORMANCE

The financial results of the Company for the Accounting period ended March 31, 2019 are presented below

(Rs. In Lakhs)

2018-2019 2017-2018
Sales 18323.72 18902.29
Profit before tax 1697.92 305.47
Profit after tax 1513.42 223.97

COMPANYS PERFORMANCE

The performance of the company has been adversely affected during the last year on account of factors beyond the control of the company. The company is primarily engaged in Agro commodities/commodities sector which are heavily subject to the vagaries of nature. The company was adversely affected with the high volatility in prices in commodity markets globally in the last two years. Coupled with the above factors, the commercial disparity in operation and poor off take/demand in export markets also further impacted the top line and bottom line of the company. The Board after undertaking a detailed analysis on the operating parameters/ performance and taking into account the overall debt position of the company along with the various steps undertaken for improvement of performance is confident/ optimistic that the Company would be able to implement effective measures in normal course of business to revive and strengthen the operations of the Company. Accordingly, the financial statements for the Financial Year 2018-2019 have been prepared on a going concern basis. A Techno Economic Viability study of the company was carried out on the directions of the lenders to the company during the year under review.

The segment wise revenue of your Company from operations for the fiscal year 2018-2019 is as follows: Oil Division : Rs. 14329.48 Lakhs Agro Division : Rs. 3994.24 Lakhs

Highlights of performance of both the segments of the Company are discussed in the Management Discussion and Analysis Report attached as Annexure II to this report.

Your Company generated a profit after tax from operations of Rs.1513.42 lakhs as compared with Rs. 223.97 lakhs in the previous year. As there is increase in the net profit, the earnings per share of the Company has been increased to 26.51 to 3.92 per share for the financial year 2018-2019.

CHANGE IN SHARE CAPITAL

During the year under review, there has no change in the promoters stake of the Company.

DIVIDEND

In order to increase internal generation of funds and with a view to reducing finance costs, your directors have decided no dividend be recommended for the year.

DIRECTORATE

In accordance with the provisions of the Companies Act, 2013 and Companys Article Association, Mr. Rakesh V. Singh, Whole Time director retires by rotation and offers himself for re-appointment. Necessary Resolution for re-appointment of directors is being proposed in the Twenty Seventh Annual General Meeting. However Mr. Shankar Shrirang Jagtap resigned from the Board w.e.f. 31st January,2019 and The Board has approved his resignation as on that date.

In compliance with requirement with the Regulation of Securities Exchange Board Of India (Listing Obligation and Disclosure Requirements)Regulation,2015 details of other directorships, membership in committees of other companies and shareholding in the Company of persons appointed as Directors as on 31st March,2019 are as under:

Name of Director DIN Date of Appointment Qualification Directorship held in other Cos. in India as on 31.03.2019 Membership of Committees of other Companies in which he is a Director, as on 31.03.2019 No. of Shares held in Companies (including those held by relatives)
Pradip P.Parakh 00053321 30/06/2005 B.Com NIL NIL NIL
Ligy George 07589299 10/08/2016 B. Sc NIL NIL NIL
Mayur S. Ghule 07589305 10/08/2016 B.Com, CA Inter NIL NIL NIL
Kewalchand M. Muthiyan 07597879 25/08/2017 B.Com NIL NIL NIL
Shankar S. Jagtap 07395002 15/01/2016 B.Sc. NIL NIL NIL
Rakesh V. Singh 06987619 14/10/2014 B.A. NIL NIL NIL

EXTRACTS OF ANNUAL RETURN

The extract of Annual Return in form no. MGT-9 as per Section 92(3) of the Companies Act, 2013 as on 31stMarch, 2019 is attached as Annexure V.

PARTICULARS OF LOAN, GUARANTEE OR INVESTMENTS

Loan, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in the Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and the SEBI (LODR), 2015 the Company has formulated a Policy on Related Party Transactions and the same is uploaded on the Companys website: https://www.pdoil.co.in/ Investor. Details of Related Party Transactions are given in AOC-2 as Annexure-II.

NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of the Companies Act, 2013 read with the Rules made there under and the Listing Regulations.

The Nomination and Remuneration Policy can be accessed on the website of the Company https://www.pdoil.co.in/ Investor

CORPORATE SOCIAL RESPONSIBILITY

The Company has duly constituted a Committee under the nomenclature of Corporate Social Responsibility Committee consisting of one non-executive Independent Directors. The Committee has developed Companys Corporate Social Responsibility Policy and is monitoring implementation of the same. The CSR Committee reports to the Board of Directors. The Corporate Social Responsibility Committee was formed pursuant to section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, to formulate and recommend to the Board, a Corporate Social Responsibility Policy indicating the activities to be undertaken by the Company as specified in Schedule VII to the Act, to recommend the amount of expenditure to be incurred on such activities and to monitor the Corporate Social Responsibility Policy of the Company from time to time

The Disclosure with respect to CSR activities forming part of this report is given in Annexure-I.

DEPOSITS

The Company does not accept any deposits from public.

INSURANCE

The Company has taken insurance cover for its assets to the extent required.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on the Management Discussion and Analysis is attached as a part of the Annual Report

CORPORATE GOVERNANCE

Effective corporate governance is necessary to retain the trust of stakeholders and to achieve business success. Corporate governance is about commitment to values and ethical business conduct. It is about how an organization is managed. It includes its corporate and other structures, its culture, policies and the manner in which it deals with various stakeholders. As shareholders across the globe evince keen interest in the practices and performance of companies, corporate governance has emerged at the centre stage of the way the corporate world functions. Corporate governance is vital to enable companies to compete globally in a sustained manner and let them flourish and grow.

A separate Report on Corporate Governance is attached and forms part of the Annual Report. The Auditors Certificate regarding compliance of the conditions of Corporate Governance is also annexed.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, the Directors confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 and loss of the company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis; and

e. the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

• Conservation of Energy: - The conservation measures have been implemented wherever possible. The Company is making sincere efforts towards conservation of energy through improved operational methods and by all possible means. The Information as per Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy is forming part of this report and annexed as Annexure III.

• Technology Absorption – The Company has not availed of imported technology but has setup Laboratory and Quality Control Department to ensure the quality of different products manufactured. The Company has carried out Research & Development in process developments to minimize energy consumption.

• Foreign Exchange earnings and outgo – During the year under review, no foreign exchange earnings were earned and the foreign exchange outgo was Rs. 511.64 lakhs (Previous Year Rs. 1761.26 Lakhs)

PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of remuneration as specified in Section 134 of the Companies Act, 2013, read with Companies (Particulars of Employees) Rules, 1975

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. The aim of the policy is to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. An Internal Complaints Committee (ICC) has also been set up to redress complaints received on sexual harassment. No complaint was pending at the beginning of the year and none was received during the year.

STATUTORY AUDITORS

M/s. BORA N S & Co, Chartered Accountant, Pune (Firm Reg. No. 148087W/168182) is appointed as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. Srishti Agarwal & Associates (Firm Reg. No.024461C) in the company w.e.f. 12th December,2018

However pursuant to Section 139 of the Companies Act, 2013, the Board of Directors recommended to appoint M/s. BORA N S & Co, Chartered Accountant, Pune (Firm Reg. No. 148087W/168182) as a Statutory Auditor of the Company for a period of 1 year w.e.f. 21st December, 2018 which has been approved by the members of the company in Extra Ordinary General Meeting held on 31.01.2019. Your Company has received necessary certificate from them confirming that their appointment, if made, will be in accordance with the provisions of the Companies Act, 2013 and rules made there under.

COST AUDITORS

Pursuant to Section 148(1) of Companies Act, 2013 and Cost Records and Audit Rules, 2014, The Company had appointed M/s. M.R.Pandit and Associates as a Cost Accountant for a financial year 2018-19 on such Remuneration as may be decided by the Board Of Directors from time to time and submitted Cost Audit Report to Central Government within due date.

SECRETARIALAUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed Ms. Trupti Anandrao Chendake, Practicing Company Secretary, for conducting Secretarial Audit of the Company for the financial year 2018-19. The Secretarial Audit Report for the financial year ended 31st March, 2019 is annexed herewith as Annexure IV. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYS OPERATIONS IN FUTURE

There were no significant and material orders passed by Regulators or Courts or Tribunals which would impact the going concern status of the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no significant material changes and commitments between the end of the financial year to the date on which the financial statement has been made.

RISK MANAGEMENT POLICY IMPLEMENTATION

Your Companys risk management is embedded in the business processes.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases.

CREDIT RATING

ICRA Limited, credit rating agency, has, after periodic surveillance, retained the long term and short term ratings for the Company at [ICRA] A-/Stable (pronounced as ICRA A minus) and [ICRA]A2+ (pronounced as ICRA A two plus), respectively, on the credit facilities extended to the Company by bank(s). The outlook on the long term rating is stable.

GENERAL DISCLOSURES

Your Directors 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:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. No fraud has been reported by the Auditors to the Audit Committee or the Board.

5. No change in the nature of business of the Company during the year.

6. No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this Report.

CAUTIONARY STATEMENT

The statements made in this Directors Report and Management Discussion and Analysis Report describing the Companys objectives, projections, outlook, expectations and others may be "forward-looking statements" within the meaning of applicable laws and regulations. Actual results may differ from expectations those expressed or implied. Important factors that could make difference to the Companys operations includes change in government policies, global market conditions, import-export policy, foreign exchange fluctuations, financial position, raw material availability, tax regimes and other ancillary factors

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all of the Companys employees for their enormous personal efforts as well as their collective contribution to the Companys record performance. The Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers, Government and all other business associates for the continuous support given by them to the Company and their confidence in the management.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Sd/-
PRADIP PARAKH
Place: Pune (DIN: 00053321)
Date: 25th July,2019 CHAIRMAN & MANAGING DIRECTOR