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Directors Report of Positive Electronics Ltd.

Mar 31, 2015

Dear Members,

Your Directors have pleasure in presenting their 34th Annual Report together with the Audited Financial Statements of the Company for the Year ended March 31, 2015.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Consolidated Financial results are summarized below:

(Amount in Rs.)

Particulars March 31,2015 March 31,2014

Net Sales 88,09,571.00 72,86,743,00

Other Income - 3,000,00

Total Income 88,09,571.00 72,89,743.00

TOTAL EXPENDITURE 89,49,895.00 73,02,026.00

Profit Before Tax (1,40,324.000 (12,383.00)

Tax Expenses:

Current Tax 32,880. 00 1,14,906.00

Tax for Earlier years (27,415,00) -

Profit after Tax (1,45,789.00) (1,27,189.00)

TRANSFER TO RESERVE

The Company has not transferred any amount to General Reserve.

BRIEF DESCRIPTION OF THE COMPANY'S STATE OF AFFAIR

The highlights of Company's performance are as under:

* Revenue from operations increased to Rs. 88,09,571 (Eighty Eight Lacs Nine Thousand Five Hundred and Seventy One) from Rs.72,89,743. (Seventy Two Lacs Eighty Nine Thousand Seven Hundred And Forty Three).

DIVIDEND

Your Company's Director feel that it is prudent to plough back the profit for future growth of the Company and hence do not recommend any dividend for the year ended 31st March, 2015.

SHARE CAPITAL

The paid up equity capital as on March 31, 2015 was Rs. 3,20,00,000. During the year under review, the Company has not issued any equity shares with differential voting rights. Further, the Company has not issued any sweat equity nor granted any employee stock options.

CHANGES IN THE NATURE OF BUSINESS

During the year, there has been no Change in the nature of the Business of the Company.

No material changes and commitments have occurred between the end of the financial year and date of report.

CHANGE OF NAME

There has been no change in the name of the Company during the financial year 2014-15.

PUBLIC DEPOSITS

Your Company has not accepted any deposits in terms of Section 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has not given loans or guarantees but has invested in the Equity Shares of the other Companies. The details of the investments made by company is given in the financial statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls system with reference to financial statements. The scope of work includes review of process for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. During the year, such controls were tested and no reportable weakness in the design or operation were observed.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

In pursuance of the provision of Section 135 of the Companies Act, 2013, the CSR provisions are not applicable to our Company.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

As required under Section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows

A. Conservation of energy:

i. Steps taken or impact on conservation of energy are as under;

a) Replacement of old equipment and motors with low energy efficient equipment and motors.

b) Automation of processes wherever possible and modification of process which helps in energy savings in addition to processing costs.

c) Insulation to get better energy management.

d) Optimize the voltage level in lighting circuits and replacement of Lamps to LED lights.

e) Regular usage of biogas generated in ETP digesters for fuel in waste heat recovery boiler and drying of Gluten.

f) Installation of Waste Heat Recovery System.

ii. Steps taken by the company for utilizing alternate sources of Energy;

The Company is using Bio-mass (Rice Husk) at its both the plants of Starch business. The Company is also evaluating the proposal for usage of bio- mass etc. in place of Furnace Oil and Diesel at its both the plants of Clay business.

iii. Capital investment on energy conservation equipments;

During the current financial year, the Company has not incurred any capital expenditure on the energy conservation equipment. However, the proposals are being evaluated on the subject.

B. Technology absorption

i. Efforts made towards technology absorption;

ii. Benefits derived like product improvement, cost reduction, product development or import substitution.

iii. In case of Imported technology (imported during the last three years reckoned form the beginning of the financial year): Nil

iv. Expenditure incurred on Research and Development (R & D)

v. Foreign Exchange Earnings and Outgo: Nil

DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year 2014-15 there has been no change in the Director(s) and KMP's except:

The Board of Directors has appointed Ms. Farha Khatoon (M No. A35553) as Company Secretary of the Company with effect from April 22, 2014. Furher, the Board of Directors has appointed Ms. Farha Khatoon as Independent Director of the Company with effect from March 24, 2015.

DECLARATION BY INDEPENDENT DIRECTORS

All the independent directors of the Company have given declarations that they meet the all criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

FORMAL ANNUAL EVALUATION

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBF') under Clause 49 of the Listing Agreements ("Clause 49'').

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

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

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

NUMBER OF MEETINGS OF THE BOARD

During the year Eleven Board Meetings were held. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

INDEPENDENT DIRECTORS' MEETING

During the year under review, all the Independent Directors of the Company met on March 21, 2015, without the presence of non-independent directors and members of management, inter aha, to:

1. review the performance of non-independent directors and the Board as a whole;

2. review the performance of Chairman of the company, taking into account the views of the executive and non executive-directors;

3. assess the quality, quantity and timelines of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed;

2. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and pmdent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

3. the directors have 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;

4. the directors have prepared the annual accounts on a going concern basis;

5. the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

6. the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or any other related parties as defined under the Companies Act, 2013, which may have potential conflict with interest of the company.

SUBSIDIARY COMPANIES

Pursuant to circular dated 8th February, 2011, issued by the Ministry of Corporate Affairs, Government of India and section 136 of the Companies Act, 2013, which has exempted companies from attaching the Annual Report and other particulars of its Subsidiaries companies along with the Annual Report of the Company, the Annual report of the Subsidiary companies viz. 1) Mangonel Traders Limited (2) Mangonel Exim Limited (3) Mangonel Vincom Limited (4) Mangonel Infraproperties Limited (5) Mangonel Commercial Limited (6) Mangonel Advisors Limited (7) Mangonel Enclave Limited (8) Mangonel Interiors Limited (9) Mangonel Buildcon Limited (10) Mangonel Towers Limited (11) Mangonel Infrastructure Limited (12) Mangonel Consultants Limited (13) Mangonel Infradevelopers Limited (14) Mangonel Prohects Limited (15) Mangonel Mercantiles Limited , are not attached with this report.

The financial statements of subsidiary companies are kept for inspection by the shareholders at the registered office of the company.

CONSOLIDATED FINANCIAL STATEMENTS

As stipulated by clause 32 of the listing agreement entered with the stock exchanges, and rule 8 of Companies (Accounts) Rules, 2014, the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards. The audited Consolidated Financial Statements together with the Auditor Report forms part of the Annual report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges, the Company has adopted Whistle Blower Policy, as part of vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the fundamental business principles of the Company.

This vigil mechanism provides for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the chairperson of the Audit committee, in exceptional cases. The Company Secretary is the designated officer for effective implementation of the policy and dealing with the complaints registered under the policy.

AUDITORS' REPORT

The Auditors' Report does not contain any qualification, reservation or adverse remarks. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments under section 134(3)(f) of the Companies Act, 2013.

SECRETARIAL AUDIT REPORT

In terms of the provision of Section 204 of the Companies Act, 2013 read with the Companies (Appointment & Remuneration of Managerial Personnel) Rules. 2014, the Board has appointed M/s. Kriti Daga & Associates, Company Secretaries, as Secretarial Auditor for conducting Secretarial Auditor of your company for the financial year ended 31st March, 2015. The report of the Secretarial Auditor is attached as "Annexure-I".

AUDITOR

M/s S.M.Daga & Co., Chartered Accountants (Firm Registration no. 303119E) were appointed as the Statutory Auditors of the Company at the last Annual General Meeting (AGM) held on 30th September, 2014 to hold office till the conclusion of the AGM to be held in the year 2019.M/s. Goenka Shaw & Co., have resigned as the Statutory Auditors of the Company. Therefore, the Board of Directors have appointed M/s. S.M. DAGA & CO, Chartered Accountants, to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the AGM to be held in the 2019.

EXTRACTS OF ANNUAL RETURN

As provided under Section 92(3) of the Act, the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure- II".

BUSINESS RISK MANAGEMENT

Your Company has a structured framework to satisfy that sound policies, procedures and practices are in place to manage the key risks under risk framework of the company. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard and the same will be furnished on request.

Particulars of Employees pursuant to section 134(3)(q) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014

1. None of the employees was employed throughout the financial year, who was in receipt of remuneration exceeding Rs. 6,000,000/- per annum or more. Therefore, Rule 5(2)(i) of the captioned Rules is not applicable.

2. None of the employees was employed throughout the financial year, who was in receipt of remuneration exceeding Rs. 500,000/- per month. Therefore, Rule 5(2)(ii) of the captioned Rules is not applicable.

3. No employee is a relative of any director or Key Managerial personnel of the Company.

Therefore, Rule 5(2)(iii) of the captioned Rules is not applicable to any employee.

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements as stipulated under clause 49 of the listing agreements entered into with the stock exchanges. A separate section on corporate governance, along with a certificate from the auditor confirming the compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges is annexed and forms part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Management Discussion and Analysis Reports is attached which forms part of this Report.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE

The Company has a policy of zero tolerance for sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.

AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report. And during the year under review, there were no instances when recommendation of audit committee was not accepted by the board.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors' report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day operations of the Company in accordance with the applicable Accounting Standards. The code laid down by the Board is known as "Code of Business Conduct:" The code has been posted on the Company's Website

ACKNOWLEDGEMENT

Your Directors express their deep sense of gratitude to the banks and shareholders for their co-operation and support and look forward to their continued support in future.

We very warmly thank to our all employees for their contribution to your company's performance. We applaud them for their support levels of competence, dedication and commitment to your company.

For and on behalf of the Board

Place: Kolkata Vinay Sureka Date: August 26, 2015. Chairman & Managing Director DIN:03394556


Mar 31, 2014

The Members,

The Directors have pleased to present the 33rd Annual Report together with the statement of audited accounts of the Company for the financial year ended 31st March 2014.

PARTICULAR 31ST MARCH 31ST MARCH 2014 2013

Revenue from Operations 7,286,743.00 2,688,255.00

Other Income 3000 --

Total Income 7289743.00 2,688,225.00

Less: Total Expenses 7156026.00 2,501,852.00

Profit before Depreciation, 133,717.00 186,373.00

Interest & Tax

Less: Interest -- --

Depreciation

Profit before Tax 133,717.00 186,373.00

Less: Provision for Current Tax 114,906.00 117,762.00

Profit after Tax 18,811.00 68611.00

Less: Income Tax for earlier years -- --

Add: Profit/Loss brought forward 68,611 (48,002) from Previous year

Profit available for appropriation 5805841.00 5,7,37,230.00

Proposed Dividend on Equity -- -- Shares

Corporate Tax on Dividend -- --

Balance carried to Balance 5824652.00 5805841.00 Sheet

Your Directors report that during the year under review the company has achieved a Profit of Rs. 18,811/- (after tax).

The Financial Results of the Company for the year ended 31st march, 2014 are summarized below:

Particular Year ended 31.03.2014 Year ended 31.03.2013

Total Turnover 7,289,743.00 2,688,225.00

Total Expense 7,156,026.00 2,501,852.00

Profit/(Loss) after Taxation 18,811.00 68,611.00

DIVIDEND

Due to insufficient profit, your Director regret their inability to recommend any dividend for the financial years under review.

CHANGE IN AUTHORISED CAPITAL:

During the year 2013-14, the authorized capital of the Company has been increased from 2,400,000/- (Twenty Four Lacs ) to 32,400,000 (Three Crores Twenty Four Lacs) by passing ordinary resolution on 09th July, 2013.

CHANGE IN REGISTERED OFFICE

The Company changed the Address of its registered office within local limits of city from 6b, Bentick Street, Asha Chambers Room No. - 2C Kolkata. West Bengal India-700001 to 16, Ganesh Chandra Avenue8th Floor Kolkata-700013, West Bengal with effect from 16/06/2013.

OPERATIONS

The Company has continued to trade into dry cell batteries during the year and will future explore operation. The Company will continue to explore other areas of activities in the coming years.

DIRECTORS

In accordance with the Articles of Association of the Company and the provisions of the Companies Act, 1956 and Companies Act, 2013, Basant Agarwal the Directors of the Company are eligible for retirement by rotation.

- Mr. Sandip Malakar and Durgesh Singh ceased to be the director of the company with effect from 15th June 2013.

- Mr. Atul Kumar Sultania has been appointed as an Additional Director of the with effect from 11th December,2013.

PREFERENTIAL ISSUE

In accordance with the provisions of Section 81(1 A) and all other applicable provisions of the Companies Act,1956amd pursuant to Securities and Exchange Board of India( Issue of Capital and Disclosure Requirements) Regulation, 2009(the ''''SEBI(ICDR) Regulations, 2009) ,Company issued and allotted upto 30,00,000 (Thirty Lacs) Equity Shares of face value of Rs. 10/- per share aggregating to Rupees Three Crores( Rs. 3,000,0000) to the Promoter and to a group of strategic investors on Preferential Basis by passing a special resolution in Extra Ordinary General Meeting held on 17th January,2014.

FURTHER LISTING OF SHARES

The Company received "In-principle"approval under clause24(a) of the Listing Agreement from Calcutta Stock Exchange Limited for issue upto30,00,000 (Thirty Lacs) Equity Shares of face value of Rs. 10/- per share aggregating to Rupees Three Crore s( Rs. 3,000,0000) wide letter date 06/03/2014

AGREEMENT WITH NSDL & CDSL

- Wide Board Resolution passed in the Board Meeting at 8th November, 2013 Company decided to dematerialise its shares by entering into Agreement with NSDL & CDSL.

- The Company entered into a Tripartite Agreement with CDSL (Depository) and Maheshwari Datamatics Private Limited (RTA) on 3rd December, 2013.

- The Company entered into a Tripartite Agreement with NSDL (Depository) and Maheshwari Datamatics Private Limited (RTA) on 23RD OF jANUARY,2014.

STATUTORY DISCLOSURE

None of the Directors of the Company are disqualified as per the provisions of Section 164 of Companies Act 2013 read with corresponding Section 274(1)(g) of the Companies Act, 1956. All the Directors have made the necessary disclosures as required under various provisions of the Companies Act, 1956 and Clause 49 of the Listing Agreement.

REPORT ON CORPORATE GOVERNANCE

Your Company continues to be committed to good Corporate Governance aligned with the good practices. Your Company is in compliance with the standards set out by clause 49 of the Listing Agreement with the Stock Exchanges. A detailed report on Corporate Governance compliance duly certified by the Practicing Company Secretary forms part of this report as Annexure ''A''.

PARTICULARS OF EMPLOYEES:

The Company had no employee during the year under review, who was in receipt of remuneration in excess of the limit specified under section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Amendment Rules, 2011.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under.

AUDITOR REPORT:

As regards the observations in the Auditor''s Report the explanations given in the Notes to the Accounts are self explanatory.

APPOINTMENT/RE-APPOINTMENT OF DIRECTORS:

In accordance with the Articles of Association of the Company and the provisions of the Companies Act, 1956 with correspondence to the Companies act, 2013, the Directors of the Company are eligible for retirement by rotation.

PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

The necessary information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is not applicable to the Company.

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGOINGS:

The information pursuant to section 217(1) (e) of the Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988 is as under:

A. Conservation of Energy : Nil

B. Technology Absorption, Research & Development: Nil

C. Foreign Exchange Earning / Outgo : Nil.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annuals accounts, for the year ended 31st March 2014, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted 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.

3. 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.

4. The Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

A report on Corporate Governance along with a Certificate from the Practicing Company Secretaries of the Company regarding the compliance with conditions of Corporate Governance as also the Management Discussion and Analysis Report as stipulated under Clause 49 of the Equity Listing Agreement are annexed to this Report.

Corporate Social Responsibility (CSR) is commitment of the Company to improve the quality and living standard of the employees and their families and also to the community and society at large. The Company believes in undertaking business in such a way that it leads to overall development of all stake holders and Society.

APPRECIATION

The Board of Directors wishes to convey their appreciation to all the Company''s managing body for their performance and continued support. The Directors would also like to thank all the Shareholders, Consultants, Customers, Vendors, Bankers, Service Providers, and Governmental and Statutory Authorities for their continued support.

By Order of the Board of Directors For Positive Electronics Ltd


Mar 31, 2013

THE MEMBERS

POSITIVE ELECTRONICS LIMITED

The Directors have pleasure in presenting their thirty-second Annual Report of the Company together with the audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL PERFORMANCE

PARTICULARS 31st March 31st March 2013 2012

Revenue from Operations 2,688,255.00 2957.00

Other Income -- -- Total Income 2,688,225.00 2957.00

Less: Total Expenses 2,501,852.00 1,32,874.00

Profit before Depreciation, Interest & Tax 186,373.00 (1,34,576.00)

Less: Interest -- --

Depreciation _ 4659.00 Profit before TaX 186,373.00 (129,917.00) ''

Less: Provision for Current Tax 117,762.00 81,915.00

Profit after TaX 68611.00 (48002)

Less: Income Tax for earlier years -- --

Add: Profit/Loss brought forward from Previous year (48,001.27 (3,06,209.10)

Profit available for appropriation 5,7,37,230.00 5,7,85,232.00

Proposed Dividend on Equity -- -- Shares

Corporate Tax on Dividend -- --

Balance carried to Balance Sheet 5805841.00 5737230.00

Your Directors report that the working of the Company for the year under review has resulted in a Profit of Rs. 68611/- (after tax).

OPERATION:

The Company has continued to trade into dry cell batteries during the year and will future explore operation. The Company will continue to explore other areas of activities in the coming years.

DIVIDEND

Due to insufficient profit, your Director regret their inability to recommend any dividend for the financial years under review.

APPOINTMENT OF DIRECTORS

In accordance with the Articles of Association of the Company and the provisions of the Companies Act, 1956, Amitabh Sharad, the Directors of the Company are eligible for retirement by rotation.

STATUTORY DISCLOSURE

None of the Directors of the Company are disqualified as per the provisions of Section 274(1)(g) of the Companies Act, 1956. All the Directors have made the necessary disclosures as required under various provisions of the Companies Act, 1956 and Clause 49 of the Listing Agreement.

PARTICULARS OF EMPLOYEES:

The Company had no employee during the year under review, who was in receipt of remuneration in excess of the limit specified under section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Amendment Rules, 2011.

CHANGE IN AUTHORISED CAPITAL:

During the year 2012-13, the authorized capital of the Company has been increased from 2,400,000/- (Twenty Four Lacs ) to 32,400,000 (Three Crores Twenty Four Lacs).

AUDITORS

The Auditors M/s Goenka Shaw & Co., Chartered Accountants, Kolkata, statutory Auditors of the Company retiring at the forthcoming Annual General Meeting of the Company being eligible offer themselves for re-appointment as the statutory Auditors till next Annual General Meeting of the Company.

The notes referred to in the Auditor''s Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under.

PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

The necessary information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is not applicable to the Company.

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annuals accounts, for the year ended 31st March 2013, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted 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.

3. 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.

4. The Directors had prepared the annual accounts on a going concern basis.

REPORT ON CORPORATE GOVERNANCE

Your Company continues to be committed to good Corporate Governance aligned with the good practices. Your Company is in compliance with the standards set out by clause 49 of the Listing Agreement with the Stock Exchanges. A detailed report on Corporate Governance compliance duly certified by the Practicing Company Secretary forms part of this report as Annexure ''A''.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility (CSR) is commitment of the Company to improve the quality and living standard of the employees and their families and also to the community and society at large. The Company believes in undertaking business in such a way that it leads to overall development of all stake holders and Society.

Cautionary Statement

Statements in this Directors'' Report & Management Discussion and Analysis Report describing the Company''s activities, projections about the future, estimates, assumptions with regard to global economic conditions and Government policies, etc. have been made in good faith and may be "forward looking statements" within the meaning of applicable securities laws and regulations. Many unforeseen factors may come into play and affect the actual results which might differ from those either expressed or implied. Market data was based on information gathered from various published and unpublished sources and their reliability and completeness cannot be assured.

APPRECIATION

The Board of Directors wishes to convey their appreciation to all the Company''s managing body for their performance and continued support. The Directors would also like to thank all the Shareholders, Consultants, Customers, Vendors, Bankers, Service Providers, and Governmental and Statutory Authorities for their continued support.

By Order of the Board of Directors

For Positive Electronics Ltd

Sd/- Vinay Sureka (Chairman) Place : Kolkata Date : 29th May, 2013 Registered Office: 16,Ganesh Chandra Avenue 8th Floor Kolkata -700013 West Bengal


Mar 31, 2012

TO THE MEMBERS OF POSITIVE ELECTRONICS LIMITED

The Directors have pleasure to submit their31st Annual Report together with Audited Accounts and Auditor''s Report of the Company for the financial year ended 31st March, 2012.

OPERATION AND FINANCIAL RESULT

Your Directors report that the working of the Company for the year under review has resulted in a Loss of Rs.48,001/- (after tax).

DIVIDEND

In view of nominal profit during the year & for better prospective & expansion, your Directors do not propose any dividend.

APPOINTMENT OF DIRECTORS

In accordance with the Articles of Association of the Company and the provisions of the Companies Act, 1956, Pradeep Keyal the Directors of the Company are eligible for retirement by rotation and is reappointed as Director of the Company.

APPOINTMENT OF AUDITORS

M/s. Goenka Shaw & Co., statutory auditors of the Company retiring at the forthcoming Annual General Meeting of the Company being eligible offer themselves for re-appointment as the statutory auditors of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGOINGS:

The necessary information U/s 217(1)(e) of the Companies Act, 1956 as required by the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 for Conservation of Energy, technology absorption and Foreign Exchange Earnings & Outgoings are not applicable to the Company.

RESEARCH AND DEVELOPMENT:

AUDITORS REPORT

As regards the observations in the Auditor''s Report the explanations given in the Notes to the

Accounts are self- explanatory.

PARTICULARS OF EMPLOYEES:

Particulars of employees as required U/s 217(2A) of the Companies Act, 1956 as amended, are not

applicable to the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Your directors hereby report:

a) The accounting standards were followed in the preparation of annual accounts of the year under-review.

b) That the Directors have selected such accounting policies and applied them consistently & made judgments and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company as at 31st March, 2012 and of Profit & Loss for the year ended on that date.

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, 1956 for safeguarding the assets of the Company and for preventing / detecting fraud & other irregularities.

d) That Annual Account have been prepared on a going concern basis.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge the continued faith and confidence reposed by the shareholders in the Company.

By Order Of the Board

Place : Kolkata Dated: 30th May,2012 Sd/- CHAIRMAN


Mar 31, 2011

THE MEMBERS

POSITIVE ELECTRONICS LIMITED

The Directors have pleasure in presenting their thirtieth Annual Report of the Company together with the audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL PERFORMANCE

PARTICULARS As on 31st As on 31st March 2011 March 2010

Revenue from Operations 21,44,083.61 20,11,318.00

Other Income 15,32,852.03 6,31,417.00

Total Income 36,76,935.64 26,42,735.00

Less: Total Expenses 39,75,385.84 24,30,956.00

Profit before Depreciation, Interest & Tax (3,09,671.10) 2,11,779.00

Less: Interest

Depreciation 5,610.00 6,842.00

Profit before Tax (3,04,061.10) 2,04,937.00

Less: Provision for Current Tax -- 13,500.00

Less: Income Tax for earlier years 2,148 (543.00)

Profit after Tax (3,06,209.10) 1,91,979.00

Add: Profit brought forward from -- 58,99,461.00

Previous year

Profit available for appropriation -- --

Proposed Dividend on Equity Shares -- --

Corporate Tax on Dividend -- --

Balance carried to Balance Sheet (3,06,209.10) 60,91,440.00

Your Directors report that the working of the Company for the year under review has resulted in a Loss of Rs. 3,06,209.10/- (after tax).

OPERATION:

The Company has continued to trade into dry cell batteries during the year and will future explore operation. The Company will continue to explore other areas of activities in the coming years.

DIVIDEND

Due to insufficient profit, your Director regret their inability to recommend any dividend for the financial years under review.

APPOINTMENT OF DIRECTORS

In accordance with the Articles of Association of the Company and the provisions of the Companies Act, 1956, Sandip Malakar the Directors of the Company are eligible for retirement by rotation.

STATUTORY DISCLOSURE

None of the Directors of the Company are disqualified as per the provisions of Section 274(1)(g) of the Companies Act, 1956. All the Directors have made the necessary disclosures as required under various provisions of the Companies Act, 1956 and Clause 49 of the Listing Agreement.

PARTICULARS OF EMPLOYEES:

The Company had no employee during the year under review, who was in receipt of remuneration in excess of the limit specified under section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Amendment Rules, 2011.

AUDITORS

The Auditors M/s Goenka Shaw & Co., Chartered Accountants, Kolkata, statutory Auditors of the Company retiring at the forthcoming Annual General Meeting of the Company being eligible offer themselves for re-appointment as the statutory Auditors till next Annual General Meeting of the Company.

The notes referred to in the Auditor''s Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under.

PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

The necessary information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is not applicable to the Company.

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annuals accounts, for the year ended 31st March 2013, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted 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.

3. 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.

4. The Directors had prepared the annual accounts on a going concern basis.

REPORT ON CORPORATE GOVERNANCE

Your Company continues to be committed to good Corporate Governance aligned with the good practices. Your Company is in compliance with the standards set out by clause 49 of the Listing Agreement with the Stock Exchanges. A detailed report on Corporate Governance compliance duly certified by the Practicing Company Secretary forms part of this report as Annexure ''A''.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility (CSR) is commitment of the Company to improve the quality and living standard of the employees and their families and also to the community and society at large. The Company believes in undertaking business in such a way that it leads to overall development of all stake holders and Society.

Cautionary Statement

Statements in this Directors'' Report & Management Discussion and Analysis Report describing the Company''s activities, projections about the future, estimates, assumptions with regard to global economic conditions and Government policies, etc. have been made in good faith and may be "forward looking statements" within the meaning of applicable securities laws and regulations. Many unforeseen factors may come into play and affect the actual results which might differ from those either expressed or implied. Market data was based on information gathered from various published and unpublished sources and their reliability and completeness cannot be assured.

APPRECIATION

The Board of Directors wishes to convey their appreciation to all the Company''s managing body for their performance and continued support. The Directors would also like to thank all the Shareholders, Consultants, Customers, Vendors, Bankers, Service Providers, and Governmental and Statutory Authorities for their continued support.

By Order of the Board of Directors

For Positive Electronics Ltd Sd/- Vinay Sureka Chairman

Place: Kolkata

Date: 5th September, 2011

Registered Office:

5,Commissirait Road,

 
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