porwal auto components ltd share price Directors report

To

The Members,

Porwal Auto Components Ltd.

Pithampur-454775

Your Directors have immense pleasure in presenting 31^st Boards Report of Porwal Auto Components Ltd, together with the Audited Financial Statements for the year ended March 31, 2023.

1. State of Affairs, Financial Performance and Future Outlook:

a. Financial Performance

The financial highlights and summarized financial results of the Company are given below:

(Rupees in lakhs)

Particulars	As on 31.03.2023	As on 31.03.2022
Revenue from operations	14060.54	10,713.28
Other Income	4.09	109.67
Total Expenses [excluding interest & depreciation)	13489.15	10,320.83
Profit before Interest, Depreciation & Tax	575.48	502.12
Less: Depreciation	595.61	706.80
Less:Interest	83.03	97.01
Profit / (Loss) Before Tax	-103.16	-301.69
Less: Tax Expenses
Current Tax	0.00	0.00
Deferred Tax	0.00	-285.78
Net Profit / (Loss) after Tax	-103.16	-15.91
Add: Amount brought forward from Last Year	1192.26	1,209.48
Balance carried forward to Balance Sheet	1,089.1	1193.57
Appropriations:
Income T ax/Wealth tax of earlier years	0.00	-1.31
Balance carried forward to Balance Sheet	1,089.10	1192.26

Your Companys financial statements for the year ended March 31, 2023 are the financial statements prepared in accordance with Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016, as applicable.

During the year under review the Company has reported a turnover of Rs. 14060.54 Lacs against the turnover of Rs. 10,713.28 in the previous year, registering increment of Rs. 3,347.26 Lacs (approx). The overall expenses of the Company have also increased from Rs. 10,320.83 Lacs to Rs. 13489.15 Lacs. The Company has incurred a net loss of Rs. 103.16 Lacs as compared to loss of Rs. 15.91 Lacs in the previous year. Your Company is trying their best to uplift the profit in the coming period.

b. Operations And Future Outlook

India remains one of the fastest growing economy in the world despite decelerating global demand and tightening of monetary policy to control inflation. India stands tall and steadfast, emerging as a beacon of resilience in the global economy. In FY 2023, the Indian auto industry showed double digit growth across all segments. This fast growth, coupled with rising incomes, boost in infrastructure spending and increased manufacturing incentives, has accelerated the automobile industry. Automobile production achieved robust growth of 13% in FY 2022-23 with growth witnessed across all vehicle categories. Indias auto component industry is an important sector driving macroeconomic growth and employment. The industry comprises players of all sizes, from large corporations to micro entities, spread across clusters throughout the country. The auto components industry accounted for 2.3% of Indias GDP and provided direct employment to 1.5 Million people. By 2026, the automobile component sector will contribute 5-7% of Indias GDP. India is also a prominent auto exporter and has strong export growth expectations for the near future. The long-term prospect for the auto industry remains highly optimistic. India embraced the challenges faced in the past few years and now it is at the cusp of rapid growth over the next decade. Indian consumer approach and behavior is changing considerably towards mobility. Considering the growth prospects some of our customers have also announced large capacity expansion. This augurs well for the entire auto industry. With PACE which is personalization, autonomous, connected and electrification as core of its existing and future product roadmap we are well placed to capture growth opportunities in the sector. Domestic OEM demand constitutes almost 50 per cent of sales for the Indian auto component industry. This is likely to remain healthy in FY 2024, with high single-digit growth expected across segments except for tractors. Interaction with large auto component suppliers indicates that the expected demand uptick and technological changes would result in a capex upcycle in FY 2024.

As per Automobile Component Manufacturers Association (ACMA), Auto Components industry export is expected to grow at an annual rate of 23.9% to reach $80 bn by 2026. The long-term prospects for automotive component exports from India remain positive, mainly due to the increasing share of critical and high-value components such as engines and gearboxes in total exports, accounting for around 64% in fiscal 2023, up from 50% in fiscal 2020. This growth in critical and high-value component exports bodes well for the sectors future export growth. . India has a very strong position in the international market.

Your Company is pursuing several strategic initiatives in all key areas of business to survive in this challenging face. The key elements of strategy include strengthening the product portfolio, refresh and update existing products and strengthen research & development (R&D) and technology capabilities. Further, Your Company is taking several initiatives to uplift the sales and Profit and believe that Company is likely to witness strong growth, commodity price increase and face near term challenges for the industry and are key monitorable. With aim to remain competitive in the market and sustain leadership, your Company continues to invest in new product development, technology upgrades, increasing channel reach, and the focus on delivering customer centric products, services and build brand. Your Company is continuously evaluating its product portfolio and its technological readiness for the future, in the face of challenges posed by both emerging and disruptive technologies. Your Companys "Lost Foam Casting" project has come into use full fledgedly this year. This technology helps the Company to produce complex parts with high dimensional accuracy and superior surface finish and other benefits including Cost-Effectiveness, improving quality of products, Production Efficient and Environmental Sustainability.

The Companys central focus is to capture export opportunities, which would help to open the doors in new geographies. This could nurture and sustain relationships with potential business clients or partners. Exports must be the cylinder on which growth is fired for the foreseeable future. The Company may expand its share in the global auto component trade in the upcoming years emphasizing the targeted export expansion programme for key components by keeping in mind clarion call of Prime Minister of India for Atmanirbhar Bharat.

Your Company has also introduced new machinery for the smooth functioning. We also have a long standing relationship with all our customers, our built on the years of remarkable responsiveness, to their ever changing needs. The Company offer the best-in-class products to our existing and potential customers and partners for sustained performance.

c. Change in nature of Business

During the year there was no change in business activity of the Company.

d. Changes in Share Capital

During the Financial Year 2022-23 there was no change in capital structure of the Company. The paid up equity capital as on March 31, 2023 is Rs. 15,10,00,000. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock option or sweat equity shares.

e. Revision of Annual Financial Statements

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 the meaning 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 or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the 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 the Company which have occurred between the end of the Financial Year of the Company to which financial 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. Annual Return

Pursuant to provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 as amended

from time to time, the Annual Return of the Company can be accessed at Companys website at weblink http://www.porwalauto.com/Other-shareholder-information.html

8. Directors and Key Managerial Personnel

At the year ended March 31, 2023, the Board of Directors comprised of three Executive directors and four Non-Executive Independent Directors including one Woman Director. The Company 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 the Articles of Association of the Company, Mr. Mukesh Utsavlal Jain (DIN: 00245111) retires by rotation and being eligible, offers himself for reappointment at the ensuing 31^st Annual General Meeting.

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

Appointments/ Reappointments

During the year under review, Mr. Devendra Jain (DIN- 00232920) has been re-appointed as Managing Director for a period of three years commencing from 1st August, 2023 to 31st July, 2026, who is liable to retire by rotation and has been approved by the members in the 30^th AGM held on 28^th September, 2022.

During the year under review, Mr. Mukesh Utsavial Jain (DIN- 00245111) has been re-appointed as Whole Time Director for a period of three years commencing from 1st August, 2023 to 31st July, 2026, who is liable to retire by rotation and has been approved by the members in the 30^th AGM held on 28^th September, 2022.

& Mr. Surendra Utsavial Jain (DIN- 00245154) has been re-appointed as Chairman & Whole Time Director for a period of three years commencing from 1st August, 2023 to 31st July, 2026, who is liable to retire by rotation and has been approved by the members in the 30^th AGM held on 28^th September, 2022.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company has proposed to appoint Mr. Mohit Handoo (DIN - 10274798) as an Independent Director of the Company for the term of five consecutive years till August 10, 2028, subject to consent by the members of the Company at the ensuing Annual General Meeting ("AGM").

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company has proposed to appoint Mr. Naveen Kumar Dhiman (DIN: 10273058) as an Independent Director of the Company for the term of five consecutive years till August 10, 2028, subject to consent by the members of the Company at the ensuing Annual General Meeting ("AGM").

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company has proposed to appoint Mr. Gautam Chand Kothari (DIN: 00115063) as an Independent Director of the Company for the term of five consecutive years till August 10, 2028, subject to consent by the members of the Company at the ensuing Annual General Meeting ("AGM").

Independent Directors:

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

Declaration by Independent Directors

All Independent Directors of your Company have given a declaration pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 25(8) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 affirming compliance to the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as Independent Director during the year. Independent Directors have also submitted declaration that they have registered themselves on the online data bank of Indian Institute of Corporate Affairs (IICA) in accordance with the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019.

Based on the declaration(s) of Independent Directors, the Board of Directors recorded its opinion that all Independent Directors are independent of the Management and have fulfilled the conditions as specified in the Companies Act, 2013 and the Rules made there under.

Independent Directors not liable to retire by rotation, in terms of Section 149(13) of the Act.

Disqualifications of Directors

During the year declarations received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. The Board appraised the same and found that none of the director is disqualified for holding office as director.

Further the Certificate from Practicing Company Secretary has been obtained who certified that none of the directors of the Company disqualified for holding office as director of the Company is enclosed with this Board Report.

9. Committees of the Board Of Directors

Your Company has three committees which have been constituted as a part of the good corporate governance practices and the same are in compliance with the requirements of the relevant provisions of applicable laws and statutes. Your Company has an adequately qualified and experienced Audit Committee with Mr. Nitin Dafria (Chairperson), Mr. Ramesh C Kashyap and Mr. Surajmal Birdichand Kucheria, as Members. The recommendations of the Audit Committee were 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

The details with respect to the composition, powers, roles, terms of reference, Meetings held and attendance of the Directors at such Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of the Company which forms part of 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 .May 07, 2022; May 28, 2022; August 10, 2022; November 14, 2022; January 13, 2023 and February 13, 2023. The details of meetings of the Board and the attendance of Directors are provided in the Corporate Governance Report.

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

c. Separate Meeting of Independent Director: During the year under review, a separate meeting

of Independent Directors was held on March 20, 2023.

11. Nomination and Remuneration Policy

Pursuant to the provisions of Section 178(3) of the Companies Act, 2013, and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has formulated a policy relating to the remuneration for the Directors, key managerial personnel (KMP) and other employees which was approved and adopted by the Board. The policy is available on the website of the Company at http://www.porwalauto.com/Other-shareholder-information.html.

Other Policies:

The other policies adopted by the Company pursuant to the provisions of the Companies Act, 2013 and SEBI Regulations are placed on the Companys website at

http://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 Regulation 17(10) & 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017, the Nomination and Remuneration Committee of the Company has defined the evaluation criteria and procedure for the Performance Evaluation process for the Board, its Committees and Directors.

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

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

The Board and the Nomination and Remuneration Committee reviewed the performance of individual director on the basis of criteria such as the contribution of the individual directors to the board and committee meeting like preparedness on the issues to be discussed, 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 the best of their knowledge and ability, confirm that:

a. In the preparation of the Annual Accounts for the Financial Year ended on 31^st March, 2023, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

b. The Directors have 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 for the year ended on that period.

c. The Directors have 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 frauds and other irregularities.

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 the Company and that such internal financial controls are adequate and were operating effectively.

f. The Directors have devised proper system to ensure compliance with the provisions of all 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 under, at the 30^th Annual General Meeting held on 28 September 2022, of M/S. HN Jhavar and Co., Chartered Accountants, Indore (ICAI Firm Registration Number: 000544C) were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2027.

The Company has received a certificate from the Statutory Auditors confirming their eligibility and willingness for their appointment and affirmation that the appointment is in accordance with Section 139 read with Section 141 of the Act.

In accordance with Notification No. GSR 432(E) issued on 07^th May, 2018 by the Ministry of Corporate Affairs the appointment of statutory auditors is not required to be ratified at every Annual General Meeting.

Explanation to Auditors Remark

The Auditors in their report have referred to the notes forming part of the Accounts which are self-explanatory and does not contain any qualification, reservation or adverse remark or disclaimer.

Reporting of fraud by Statutory Auditors

There was no fraud in the Company, which was required to be reported by statutory auditors 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 the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Shraddha Jain, Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year 2022-23. The Secretarial Audit Report for the Financial Year ended on March 31, 2023 is annexed herewith marked as Annexure-I to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Annual Secretarial Compliance Report:

The Company has undertaken an audit for the Financial Year 2022-23 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Ms. Shraddha Jain, Practicing Company Secretary has been submitted to the Stock Exchanges.

c. Cost Record and Cost Audit

Pursuant to Section 148 of the Companies Act, 2013 (the Act) read with Rule 8 of the Companies (Accounts) Rules, 2014, it is stated that the cost accounts and records are made and maintained by the Company as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

The Board of Directors of the Company on recommendation of Audit Committee, in pursuance of Section 148 of the Companies Act, 2013, have appointed M/s. A. K. Jain & Associates, Cost Accountants, Indore (FRN: 101472), for conducting the audit of the cost accounting records maintained by the Company for the Financial Year 2023-2024. They have confirmed that their appointment is within the limits of Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from acting as Cost Auditors.

An appropriate Resolution has been incorporated in the Notice convening the Companys 31^st Annual General Meeting for ratification of remuneration of the Cost Auditors as approved by the Board of Directors on the recommendation of the Audit Committee.

d. Internal Auditor

Pursuant to the provisions of Section 138 of the Act read with Rule 13(1) (a) of Companies (Accounts) Rules, 2014, the Board of Directors of the Company have appointed M/s. Nishi Agrawal and Company, Chartered Accountant, Indore to conduct internal audit reviews for the Company for the FY 2023-24.

15. Internal Financial Controls and its adequacy

The Company has comprehensive Internal Financial Controls system for all major processes including financial statements to ensure reliability of reporting. The system also helps management to have timely data on various operational parameters for effective review. It also ensures proper safeguarding of assets across the Company and its economical use. The internal financial controls system of the Company is commensurate with the size, scale and complexity of its operations. The system and controls are periodically reviewed and modified based on the requirement.

The internal and operational audit is entrusted to M/s. Nishi Agrawal and Company, Chartered Accountant, Indore for the Financial Year 2023-24.The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls 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

During the year under review, your Company has not given any loan, guarantee or made investments in anybody corporate in terms of section 186 of the Companies Act, 2013. Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note No. 5 and 6 to the financial statements.

17. Particulars of contracts or arrangements with Related Parties

During the Financial Year 2022-2023, all contracts/ arrangements/ transactions entered into by the Company with its related parties were reviewed and approved by the Audit Committee and the Board. Prior omnibus approvals were obtained from the Audit Committee for related party transactions which were of repetitive nature, entered in the ordinary course of business and on an arms length basis. No transaction with any related party was in conflict with the interest of the Company.

All Related Party Transactions that were entered into during the Financial Year were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of Section 188 of the Companies Act, 2013 (the Act) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Therefore, there is no particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013 which needs to be disclosed in the prescribed form AOC-2 and may be treated as not applicable. The Related Party Transactions Policy as approved by the Board is uploaded on the Companys web link https://www.porwalauto.com/Other-shareholder-information.html. However, the related party transactions as covered under Indian Accounting Standards (IND AS 24) have been disclosed in the Note No. 47b of the financial statements for the year under review.

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

The details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo Pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached as Annexure-II to this report.

19. Risk Management

The Company recognizes that risk is an integral and unavoidable component of business and is committed to managing the risk in a proactive and efficient manner. The Company as part of business strategy has in place a mechanism to identify, assess, monitor risks and mitigate 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 which would 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, 2013 read 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 provides for a vigil mechanism that encourages and supports its Directors and employees to report instances of illegal activities, unethical behaviour, actual or suspected, fraud or violation of the Companys Code of Conduct or Ethics Policy and also to report insider trading violations as well as reporting of instances of leak of unpublished price sensitive information. It also provides for adequate safeguards against victimization of persons who use this mechanism and direct access to the Chairman of the Audit Committee in exceptional cases. During the year under review, no protected disclosure concerning any reportable matter in accordance with the Vigil mechanism and Whistle Blower policy of the Company was received by the Company. The Whistle Blower Policy has been posted on the website 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 section 197 (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 Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure III and forms the part of this Board Report.

24. Particulars of Employees

During the year, there was no employee drawing remuneration in excess of Rs. 1,02,00,000/- p.a. or Rs. 8,50,000/- p.m. Accordingly, information required to be given pursuant 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) Rules, 2014, has not been given here.

Further the particulars of top ten employees in terms of remuneration drawn required under 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 enclosed as 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 Disclosure Requirements) Regulations, 2015, the Managing Director and Chief Financial Officer of the Company have certified to the Board regarding the Financial Statements for the year ended March 31, 2023 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 for purchase 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 Employees Stock Options scheme pursuant to provisions 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 54 read with Rule 8 of Companies (Share Capital and Debenture) Rules, 2014 & SEBI (issue of sweat equity) Regulations, 2002 during the Financial Year.

29. Corporate Governance Report

Your Company and its Board has been complying with Corporate Governance practices as set 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.

Certificate obtained from Ms. Shraddha Jain, Practicing Company Secretary, confirming compliance of the Corporate Governance as stipulated under the said Regulations is also enclosed herewith in the Report and the same is enclosed as forms the part of this Annual Report.

30. Investor Education And Protection Fund (IEPF)

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules") notified by the Ministry of Corporate Affairs, the unclaimed and unpaid dividends amount for the year 2015-16 is required to be transferred to IEPF on the due date as specified in the Notice of the AGM and resulting shares on which no dividend is claimed for a consecutive 7 years will also be transferred to IEPF Authority as per the requirement of the IEPF rules on due date. Further, according to the rules, the resulting shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more also need to be transferred to the Demat account of the IEPF Authority. The Company has uploaded full details of such shareholders and shares due for transfer to IEPF Authority on its website at https://www.porwalauto.com/investor.html.

The Company had sent individual notices and also advertised in the newspapers seeking action from the Members who have not claimed their dividends for seven consecutive years or more.

The details related to dividend remains unpaid-unclaimed from the Company have been given in the Corporate Governance Report attached with the annual report of the Company.

31. Corporate Social Responsibility

During the Financial Year under review, the provisions of Section 135 of the Act relating to the constitution of a Corporate Social Responsibility Committeeare not applicable to the Company.

32. Management Discussion and Analysis Report

Management Discussion and Analysis Statement in pursuance of requirement of Regulation 34(2)(e) and Para B of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report as Annexure - VI.

33. Listing at Stock Exchange

The Equity shares of the Company are listed on Bombay Stock Exchange Limited, Mumbai and the Listing Fee for the year 2022-23 has been duly paid.

The Company has complied with SEBI (LODR) Regulations, 2015 including payment of Annual Listing Fees up to March 31, 2024 to BSE Limited.

34. Insurance

The Companys assets are adequately insured against the loss of fire and other risks, as consider necessary by the Management from time to time.

35. Business Responsibility Report

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the Financial Year ending March 31, 2023.

36. Depository System

Your Companys shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). As per the SEBI (Listing Obligations & Disclosure Requirements) (Fourth Amendment) Regulations, 2018, vide Gazette notification dated June 8, 2018 & 30^th November, 2018 mandated that Share transfer shall be mandatorily carried out in dematerialized form only w.e.f. from April 1, 2019. In view of the numerous advantages offered by the Depository System, members are requested to avail the facility of Dematerialization of the Companys shares on either of the Depositories mentioned as aforesaid.

37. Convening Annual General Meeting (AGM) Through Audio-Visual Means Facility:

The Ministry of Corporate Affairs (MCA) by Circular No.14/2020 dated 8^th April 2020, Circular No. 17/2020 dated 13^th April 2020, Circular No. 20/2020 dated 5^th May 2020, Circular No. 02/2021 dated 13^th January 2021, Circular No. 19/2021 dated 08^th December 2021, 21/2021 dated 14^th December 2021 and Circular No. 2/2022 dated 5^th May 2022 and General Circular No. 10/2022 and 11/2022 dated 28^th December 2022 and read with Securities and Exchange Board of India (SEBI) Circular No. SEBI/HO/CFD/ CMD1/CIR/P/2020/79 dated 12* May 2020, SEBI Circular No. SEBI/HO/CFD/CMD2/ CIR/P/2021/11 dated 15^th January 2021 and SEBI Circular No. SEBI/HO/CFD/CMD2/ CIR/P/2022/62 dated 13^th May 2022 and SEBI Circular No. SEBI/Ho/cFD/PoD-2/P/CIR/2023/4 dated 05.01.2023 (‘MCA and SEBI Circulars /the Circulars) permitted convening the Annual General Meeting through Video Conference (VC)/Other Audio-Visual Means (OAVM), without the physical presence of the Members at a common venue. In compliance with the MCA and SEBI Circulars, applicable provisions of the Act and the Listing Regulations, the 31^st Annual General Meeting of your Company will be convened and conducted through VC / OAVM.

38. Provision of Voting by Electronic Means through remote e-voting and e-voting at the AGM:

Your Company is providing E-voting facility as required under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The ensuing AGM will be conducted through VC/OVAM and no physical meeting will be held and your company has make necessary arrangements with CDSL to provide facility for remote e-voting and e-voting at AGM. The details regarding e-voting facility is being given with the notice of the Annual General Meeting.

39. Environment and Safety

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

40. Industrial Relations

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

The Company continues to accord a very high priority to both industrial safety and environmental protection and these are ongoing processes at the Companys plant and facilities to maintain high awareness levels. The Company as a policy re-evaluates safety standards and practices from time to time in order to raise the bar of safety for its people as well as users and customers.

41. 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 a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. The Policy aims 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. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment.

It may be noted that during the year 2022-23, no grievance/complaint from any women employee was reported.

42. Compliance Of Secretarial Standard

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly followed by the Company.

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

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

44. Details of difference between amount of the Valuation done at the time of One Time Settlement and the Valuation done while taking loans from the Banks or Financial Institution along with the reasons thereof

There are no such events occurred during the period from April 01, 2022 to March 31, 2023, thus no valuation is carried out for the one-time settlement with the Banks or Financial Institutions.

45. Acknowledgements

Your Directors place on record their gratitude to all the Government and semi government departments and Companys Bankers and all the stakeholders for their continuing assistance and co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Customer, Vendors, Employees and all other stakeholders in ensuring an excellent all around operational performance.

For and on behalf of the Board of Directors

Porwal Auto Components Limited

Date: 11.08.2023 Place: Pithampur

Mukesh Jain	Devendra Jain
Whole time Director (DIN - 00245111)	Managing Director (DIN - 00232920)

Registered office

Plot No. 209, Sector No. 1,

Industrial Area,

Pithampur (M.P.) 454775

CIN: L34300MP1992PLC006912