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Directors Report of Mystic Electronics Ltd.

Mar 31, 2015

The Directors are pleased to present their Fourth Annual Report together with the audited financial statements, for the financial year ended March 31, 2015

1. FINANCIAL PERFORMANCE OF THE COMPANY (Rs. In Lacs)

PARTICULARS 31-03-2015 31-03-2014

Profit before interest, depreciation,

tax and Extra Ordinary Items 86.94 31.51

Depreciation/amortization NIL NIL

Profit before interest tax and Extra Ordinary Items 86.94 31.51

Finance Costs NIL NIL

Profit before tax and Extra Ordinary Items 86.94 31.51

Less: Provision for taxes on income

-Current tax 25.86 11.00

-Deferred tax liability / (asset) 1.04 (1.23)

Profit before Extra Ordinary Items 60.04 21.74

Extra Ordinary Items (Net of Tax)

Profit for the year 60.04 21.74

2. STATE OF COMPANY'S AFFAIRS

The Company's Profit after tax for the year under review increased to Rs. 60,04,407/- (Rupees Sixty Lacs Four Thousand Four Hundred Seven Only) as compared to a profit after tax of Rs. 21,73,946/- (Rupees Twenty One Lacs Seventy Three Thousand Nine Hundred & Forty Six Only). Hence, the focused approach of profitable businesses have resulted in the better performance of the Company at the EBITA level for the year as compared to the previous year. Barring unforeseen circumstances, the directors of your company expect continued growth in profit in future as well.

The Company is involved in the business of trading of electronic products. With the development of Electronics industry and liberal policies of the government, the Board of Directors of your Company feels that proposed new actions will help the Company to consolidate its business and intensify its area of operations.

3. DIVIDEND & RESERVES

Yours Directors do not recommend any dividend for the year ended March 31, 2015, in view of growth & expansion of business and insufficient profits during the year.

During the year under review, no amount was transferred to Reserves.

4. SHARE CAPITAL

Sub-Division of Shares

Pursuant to the provisions of Section 61 of the Companies Act, 2013, and other applicable provisions, if any, of the Companies Act, 2013, the Memorandum and Articles of Association of the Company and the approval given by members at the Extra-Ordinary General Meeting held on July 18, 2014 for sub-division of equity shares of the Company, each equity share of nominal value of Rs. 10/- (Rupees Ten Only) was sub-divided into 10 (Ten) Equity Shares of nominal value of Re. 1/- (Rupee One Only) each fully paid-up. The record date for the sub-division was August 19, 2014.

The paid up Equity Share Capital of your Company after sub-division of the face value of equity shares is Rs. 19,76,62,480/- (Rupees Nineteen Crore Seventy Six lacs Sixty Two Thousand Four Hundred and Eighty Only) divided into 197662480 (Nineteen Crore Seventy Six lacs Sixty Two Thousand Four Hundred and Eighty) Equity Shares of the face value of Re. 1/- (Rupee One Only) each.

5. DIRECTORS

In terms of Section 149 of the Act, the Members, at the Annual General Meeting (AGM) held on September 30, 2014, approved the appointment of the following as Independent Directors of the Company:

- Mr. Manoj Bhatia (w.e.f. 30.09.2014)

- Mr. Tarun Keram (w.e.f. 25.12.2013)

In accordance with the provisions of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mr. Krishan Khadaria, Director, retires by rotation at the forthcoming AGM and, being eligible, offers himself for re appointment.

During the year under review, Mrs. Asha Khadaria resigned as Director of the Company w.e.f 13th February, 2015. The Board wishes to place on record its deep sense of appreciation for the valuable contributions made by her to the Board and the Company during her tenure as Director.

Pursuant to Sections 149 and 161 of the Companies Act, 2013 and in terms of Clause 49 of the Listing Agreement, the Board of Directors had at its meeting held on 30th March, 2015, appointed Ms. Madhumati Gawade as an Additional Director of the Company w.e.f 30th March, 2015. The requisite resolution for approval of her appointment as Director is being proposed in the notice of the forthcoming AGM for the approval of the members.

None of the Directors are disqualified from being appointed as Directors as specified in section 164 of Companies Act, 2013.

6. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Clause 49 of the Listing Agreement entered into with the Stock Exchange. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

7. KEY MANAGERIAL PERSONNEL

Ms. Priya Porwal, resigned from the post of Company Secretary of the Company w.e.f. March 30, 2015. The Board placed on record its deep appreciation for the valuable contribution made by her during her tenure of office.

During the year under review, in terms of Section 203 of the Act, your Company appointed the following persons as Key Managerial Personnel:

S. No. Name of the Person Designation Date of Appointment

1 Mr. Rajesh Agarwal Chief Financial Officer 17th September, 2014

2 Ms. Parvati Nirban Manager 14th August, 2014 3 Ms. Disha Jain Company Secretary 30th March, 2015

8. MEETINGS OF THE BOARD

During the year under review, 11 meetings of the Board of Directors were held. For details of the meetings of the board, please refer to the Corporate Governance Report, which forms part of this report.

9. COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following substantive Committees constituted by the Board function according to their respective roles and defined scope:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

- Risk Management Committee

Details of composition, terms of reference, number of meetings held for respective committees and details of the familiarization programmes for Independent Directors are given in the Report on Corporate Governance.

10. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the requirement of the clause 49 of Listing Agreement with Stock Exchange in India, the Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report marked as "Annexure A".

11. CORPORATE GOVERNANCE

Your Company has always endeavored to adhere to high standards of Corporate Governance and ensured its compliance both in spirit and law.

As required by Clause 49 of the Listing Agreement with the BSE Limited (BSE), the reports on Corporate Governance practices followed by the Company together with a certificate from the Company's Auditor confirming compliance is annexed and form an integral part of this Report.

12. STATUTORY AUDITORS & AUDITORS' REPORT

CPM & Associates, Chartered Accountants (Firm Registration No. 114923W) holds office until the conclusion of ensuing AGM and have expressed their unwillingness to be reappointed as the Statutory Auditors of the Company.

Further, your Company has received a written consent and a certificate from M/s. Bansal Bansal & Company, Chartered Accountants (Registration No. 100986W) to the effect that their appointment, if made, would satisfy the criteria provided in sections 139 and 141 of the Companies Act, 2013 read with Companies (Audit & Auditors) Rules 2014.

The Board hereby recommends the appointment of M/s. Bansal Bansal & Company, Chartered Accountants (Registration No. 100986W) as Statutory Auditors of the Company for a period of five years i.e., from the conclusion of the 4th Annual General Meeting up to the conclusion of 9th Annual General Meeting subject to ratification by Members every year at AGM.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

13. SECRETARIAL AUDITORS & AUDITORS' REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. G. S. BHIDE & ASSOCIATES, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the year ended March, 31, 2015.

The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as "Annexure B" to this Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer.

14. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013, your Directors to the best of their knowledge and belief and according to the information and explanations obtained by them, hereby confirm:

a) That in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

b) That Appropriate accounting policies have been selected and applied consistently and have 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 as at March 31, 2015 and of the profit and loss of the Company for the year ended March 31, 2015;

c) That proper and sufficient care has been taken 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) That the annual financial statements have been prepared on a going concern basis.

e) That 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) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. EXTRACT OF ANNUAL RETURN

An extract of Annual Return in Form MGT-9 as on March 31, 2015 is attached as "Annexure C" to this Report.

16. DEPOSITS

In terms of the provisions of Sections 73 of the Act read with the relevant Rules of the Act, the Company had no opening or closing balances and also has not accepted any fixed deposits during the year under review and as such, no amount of principal or interest was outstanding as on March 31,2015.

17. RELATED PARTY TRANSACTIONS

In all related party transactions that were entered into during the financial year, an Endeavour was made consistently that they were on an arm's length basis and were in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 ('the Act') and the Listing Agreement. However, the material related party transactions are accorded for shareholders' approval in the ensuing Annual General Meeting.

All Related Party Transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit committee is obtained on a yearly basis specifying the upper ceiling as to amount for the transactions which are of foreseen and repetitive nature. The details of all such related party transactions entered into pursuant to the omnibus approval of the Committee are placed before the Audit Committee on a quarterly basis for its review.

The Company has adopted a Policy on Related Party Transactions. The Policy, as approved by the Board, is uploaded on the Company's website at the web link: www.pearl-electronics.com. The details of the transactions with Related Parties are provided in the accompanying financial statements.

Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm's length basis, Form AOC-2 is not applicable to the Company.

18. DIRECTORS' APPOINTMENT AND REMUNERATION POLICY

The Remuneration policy of the Company comprising the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters has been disclosed in the Corporate Governance Report which forms part of this Report.

19. CODE OF CONDUCT FOR BOARD AND SENIOR MANAGERIAL PERSONNEL

The Board has laid down separate Codes of Conduct for Non-Executive Directors and Senior Management personnel of the Company and the same are posted on the Company's website www.pearl-electronics.com. All Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct. The Directors have also confirmed and certified the same. The certification is enclosed at the end of the Report on Corporate Governance.

20. GUIDELINES ON INSIDER TRADING

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures ("Code"), as approved by the Board from time to time, are in force by the Company. The Board is responsible for implementation of the Code. The details of the Code adopted by the Company forms a part of Corporate Governance Report annexed to this Report.

21. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Act, the Company has established a Vigil Mechanism that enables the Directors and Employees to report to the management, instances of unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy.

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.

Details of the Vigil Mechanism policy/Whistle Blower Policy is explained in the Corporate Governance Report and is made available on the Company's website www.pearl- electronics.com.

22. PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment/Anti Sexual Harassment policy at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under, if any.

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. The Company has also constituted an Internal Complaints Committee, to inquire into complaints of sexual harassment and recommend appropriate action. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2014-2015, no complaints were received by the Company related to sexual harassment.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans and Investments covered under section 186 of the Companies Act, 2013 made by your Company during the year under review are given in the Notes on financial statement referred to in the Auditors' Report.

24. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Since the Company is neither engaged in any

manufacturing activity nor the Company has any manufacturing unit, therefore there prescribed particulars with regards to compliance of rules relating to conservation of Energy and Technology absorption pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with Rule - 8 (3) of the Companies (Accounts) Rules, 2014 are not applicable on your Company.

25. FOREIGN EXCHANGE EARNINGS AND OUT-GO :

During the period under review there was no foreign exchange earnings or out flow.

26. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Independent Directors at their meeting without the participation of the Non- independent Directors and Management, considered/evaluated the performance of the board as a whole and Non-independent Directors.

The Board subsequently evaluated its own performance, the working of its Committees (Audit, Nomination and Remuneration and Stakeholders Relationship Committee) and Independent Directors (without participation of the relevant Director). The criteria for performance evaluation have been detailed in the Corporate Governance Report which is annexed and forms part to this Report.

27. PARTICULARS OF EMPLOYEES

Statement pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company since during the period under review there were no employees who were in receipt of the remuneration beyond the limits prescribed under Section 197 of the Act.

28. RISK MANAGEMENT

The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. As per the policy requirement Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The details of the Committee are provided in the Corporate Governance Report annexed to this Report.

The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

29. GENERAL

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:

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

ii) The Company does not have any subsidiary, associate and Joint Venture.

iii) Issue of shares (including sweat equity shares) to employees of the Company

iv) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future

v) No change in nature of business.

vi) The Company confirms that it has paid the annual listing fees for the year 2015-16 to Bombay Stock Exchange.

vii) There were no material change and commitments affecting the financial position of the Company between the end of financial year and the date of the Report.

30. ACKNOWLEDGEMENT

Your Directors express deep sense of appreciation to the members, investors, bankers, service providers, customers, and other business constituents for their continued faith, abundant assistance and cooperation extended to the Company. Your Directors would like to make a special mention of the support extended by the various Departments of Government of India, the State Governments, particularly, the Tax Authorities, the Ministry of Commerce, Ministry of Corporate Affairs, Securities and Exchange Board of India and others and look forward to their continued support in all future endeavors.

Your Directors also sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels thereby contributing largely to the growth and success of the Company.

By and on behalf of the Board

for Pearl Electronics Limited



Sd/- Sd/-

Krishan Khadaria Manoj Bhatia

Director Director

DIN: 00219096 DIN:01953191

Place : Mumbai

Date : August 14, 2015


Mar 31, 2014

The Members

The Directors have pleasure in presenting their Report and Audited Accounts of the Company for the financial year ended March 31,2014.

FINANCIAL RESULTS

The highlights of the Company''s financial performance for the year ended March 31, 2014 are summarized below:

(Rs.) In Lakhs

Particulars 31.03.2014 31.03.2013

Profit before interest, 31.51 4.94 depreciation, tax and Extra Ordinary Items

Depreciation/amortization Profit before interest, tax and 31.51 4.94 Extra Ordinary Items

Finance Costs - -

Profit before tax and Extra 31.51 4.94 Ordinary Items

Less: Provision for taxes on income

-Current tax 11.00 3.90

-Deferred tax liability / (asset) (1.23) (2.34)

Profit before Extra Ordinary 21.74 3.38 Items

Extra Ordinary Items (Net of Tax) - -

Profit for the year 21.74 3.38

PERFORMANCE AND FUTURE PROSPECTS

The Company has achieved a Profit after tax of Rs. 21,73,946/- ( Rupees Twenty One Lakhs Seventy Three Thousand Nine Hundred and Forty Six Only) from the operations of the Company as compared to a profit after tax of Rs. 3,38,397 (Rupees Three Lakhs Thirty Eight Thousand Three Hundred and Ninety Seven Only) earned during the previous financial year. The turnover of the Company during the financial year was Rs. 23,44,40,568 (Rupees Twenty Three Crore Forty Four Lakhs Forty Thousand Five Hundred and Sixty Eight Only) as against last year''s turnover of Rs. 68,91,87,129 (Rupees Sixty Eight Crore Ninety One Lakhs Eighty Seven One Hundred and Twenty Nine Only).

DIVIDEND

Yours Directors do not recommend any dividend for the year ended March 31,2014, in view of the growth of the business and insufficient profits during the year.

DIRECTORS

Mrs. Asha Khadaria who retires from the Board by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. Her brief profile is furnished in the Annexure to the explanatory statement of the notice of this Annual General Meeting.

Mr. Tarun Keram was appointed as an Additional Director as per section 161(1) of the Companies Act, 2013, on December 25,2013 to hold office upto the date of this AGM and being eligible offers himself for appointment as Director of the Company in accordance with section 152 and other applicable provisions, if any, of the Companies Act, 2013.

As on the date of this Report, Mr. Manoj Bhatia and Mr. Tarun Keram are Independent Directors as per Clause 49 of the Listing Agreement and were appointed under the Companies Act, 1956 and Companies Act, 2013 respectively. In order to give effect to the applicable provisions of sections 149 and 152 of the Companies Act, 2013, it is proposed that these Directors be appointed as Independent Directors, to hold office for five consecutive years, foraterm upto March 31,2019.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the applicable provisions of section 149 of the Companies Act, 2013, and under Clause 49 of the Listing Agreement with the Stock Exchange.

PREFERENTIAL ISSUE

During the year, the Company vide its Extra- Ordinary General Meeting held on May 25, 2013, had offered 1,02,30,000 ( One Crore Two Lakhs Thirty Thousand) Equity Shares of Rs.10/- (Rupees Ten Only) each at a Premium of Rs. 15/- (Rupees Fifteen Only) per share to Strategic Investors not forming part of the Promoter Group by way of Preferential basis pursuant to provisions of Section 81(1 A) and all other applicable provisions of the Companies Act, 1956 and Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (the "SEBI (ICDR) Regulations, 2009").

Consequent to the above, the Company at its Board

meeting held on June 07, 2013 had allotted 92,30,000 (Ninety Two Lakhs Thirty Thousand ) Equity shares of Rs. 10/- (Rupes Ten Only) each at a premium of Rs. 15/- (Rupees Fifteen Only) per share on preferential basis.

Further, in order to comply with the pricing formula prescribed under regulation 76(3) of chapter VII of SEBI (Issue of Capital and Disclosure Requirements) Regulation, 2009, the Company at its Board meeting February 14, 2014 recomputed the preferential issue price from Rs. 25/- ( Rupees Twenty Five Only) per share at a price of Rs. 60.74/- (Rupees Sixty and Seventy Four Paise Only). Notice of the same were sent to the respective preferential allottees for paying the differential amount.

The Company had also received the recomputed pricing certificate issued by the Auditors, M/s. CPM & Associates, Chartered Accountants on February 6, 2014, in compliance with regulation 76(3) of chapter VII of SEBI (ICDR) Regulation, 2009.

DIRECTORS''RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm:

i. that in the preparation of the Annual Accounts, the applicable accounting standards had been followed and there are no material departures from the same;

ii. that 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 of the Company for that period;

iii. that the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act ,1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. that the Directors had prepared the Annual Accounts on a going concern basis.

AUDITORS

M/s. CPM & Associates, Chartered Accountants (Firm Registration No. 114923W), Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General meeting and are eligible for re-appointment.

The Company has received a letter from them to the effect that their re-appointment, if made, would be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

In accordance with the provisions of section 139, 142 and other applicable provisions of the Companies Act, 2013 and of the Companies (Audit and Auditors) Rules, 2014, it is proposed to re- appoint them as the Auditors of the Company commencing from the conclusion of this Annual General Meeting, until the conclusion of the 6* Annual General Meeting of the Company.

AUDITORS'' REPORT

The observations of the Auditors in their Report, read with the relevant Notes to the accounts are self- explanatory and therefore do not require further explanations.

MANAGEMENT DISCUSSION AND ANALYSIS

OVERVIEW

Your Company is actively involved in trading of electronic products such as mobile handsets, computer hardwares and softwares etc. and has successfully completed two years in its trading business. At the end of first year (March 2013), the Company had earned a profit of Rs. 3.38 Lakhs and by the end of second year (March 2014), your Company has made a good amount of profit amounting to Rs. 21.74 Lakhs. Your Company is in the process of diversifying and expanding its existing business activites into newer areas to attain better profits during this year which shall be beneficial for the growth of the Company and its members.

INDUSTRY STRUCTURE AND DEVELOPMENTS

The Indian consumer electronics market demand is estimated to grow to USD 125 billion by 2015-16and USD 400 billion in next six years. The long term opportunity in consumer electronics has opened the door to new international players. Several new entrants are investing in brand creation, new innovation and distribution network to attract Indian customers. Modern retail and e-commerce has increased the reach of consumer durables, and devises including smart phones and tablets will be common way to consume entertainment.

The country has a strong base of distributors of electronics components - both domestic players and MNCs- making the market very competitive with presence of a large number of domestic and international brands.

OPPORTUNITIES

- Due to increasing competition and globalization, large varieties and kinds of electronic products are easily available in the markets thereby resulting in satisfaction of growing customer demands.

- Due to easy availability of component at reasonable rates, products can be provided to customers at reasonable prices.

- Possibility of achieving greater profit margins in this field, leading to business growth of the Company.

RISKS & CONCERNS

- Due to fast changing market & new evolving Technologies obsolescence is a major concern.

- Faster delivery of goods requires proper stocking.

- Currency & Commodity price volatility directly impact on the margins.

OUTLOOK

The directors are hopeful of increasing the sales Turnover of the components through diversifying the product basket and business area. The Company is optimistic about the more growth process for the current Financial Year.

PARTICULARS OF EMPLOYEES

Statement pursuant to section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company as there were no employees who were in receipt of the remuneration beyond the limits prescribed under Section 217(2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

The Company complies with Clause 49 of the Listing

Agreement, as amended from time to time and a separate report on Corporate Governance along with the Auditors Certificate confirming compliance with the requirements of Clause 49, is annexed to this report.

CONSERVATION OF ENERGY AND TECHNOLOGICAL ABSORPTION

The Company is not engaged in any manufacturing activity and therefore there are no particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There has been no foreign exchange out flow/inflow during the year.

ACKNOWLEDGMENT

Your Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels thereby contributing largely to the growth and success of the Company. Your Directors also wish to place on record their gratitude to the shareholders for their continued faith, support and confidence in the Company.

By and on behalf of the Board for Pearl Electronics Limited

Krishan Khadaria Manoj Bhatia

Director Director

Place: Mumbai Dated: May 30, 2014

 
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