Poona Dal and Oil Industries Ltd Directors Report

COMPANYS PERFORMANCE

The segment wise revenue of your Company from operations for the fiscal year 2023-2024 is as follows:

Oil Division : Rs. 9840.15 Lakhs

Agro Division : NII

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 77.72 lakhs as compared with Rs. 116.43 lakhs in the previous year. As there slight decrease in the net profit, the earnings per share of the Company has also been decreased to 1.36 from 2.04 per share for the financial year 2023-2024.

CHANGE IN SHARE CAPITAL

During the year under review, there is no change in the promoters stake of the Company as follows:.

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 fortheyear.

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 ensuing Annual General Meeting.

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 31^5T March,2024 are as under:

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 SEBl (LODR), 2015 the Company has formulated a Policy on Related Party Transactions and the same is uploaded on the Companys website: https://www.pdoll.co.in/lnvestor, Details of Related Party Transactions are given in AOC-2 as Annexure-I.

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 II,

• 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 NIL

EXTRACTS OF ANNUAL RETURN

The Pursuant to Section 134 and Section 92(3) of the Act, as amended, the draft of the Annual Return for the FY 2023-24 has been placed on the Company website at https://www.pdoil.co.in/lnvestor Relation

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 underand the Listing Regulations.

The Nomination and Remuneration Policy can be accessed on the website of the Company hftps:/7www.pdoil.co.in/lnve5tor

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 center 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.

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

Pursuant to Section 139 of the Companies Act, 2013, the Board of Directors recommended to appoint M/s. Bharat Shah & Associates, Chartered Accountant, Pune (Firm Reg. No. 122100W) as a Statutory Auditor of the Company for a period of 3 year w.e.f. 30th September, 2022 which had been approved by the members of the company in the last Annual General Meeting. 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 2023-24 on such Remuneration as may be decided by the Board of Directors from time to time and submitted Cost Audit Report to Central Government.

SECRETARIAL AUDIT

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 M/s. Trupti Chendake and Associates, Practicing Company Secretary, as a Secretarial Auditor for conducting Secretarial Audit of the Company for the financial year 2024. The Secretarial Audit Report for the financial year ended 31^KMarch, 2024 is annexed herewith as Annexure III. 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 OFTHE FINANCIAL YEAR OFTHE COMPANYTO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no significant material changes and commitments between and at 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

In absence of any kind of loan facility from any bank there is no question of Rating in this financial year.

GENERAL DISCLOSURES

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 Include 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.