Mar 31, 2018
The Directors have pleasure in presenting the 39th Annual Report on the business and operations of the Company along with the Audited Statements of Accounts for the Financial Year ended March 31, 2018.
1. FINANCIAL HIGHLIGHTS
Your Company''s performance during the year as compared with that during the previous year is summarized below:
(Rs. in million)
PARTICULARS |
CURRENTYEAR (FY 2017-18) |
PREVIOUS YEAR (FY 2016-17) |
Revenue* |
355.4 |
271.3 |
Profit before Depreciation, Interest, & Tax |
2.2 |
27.5 |
Depreciation |
9.3 |
10.7 |
Finance Cost |
14.8 |
11.6 |
Net profit before Tax |
(21.9) |
5.2 |
Provision for Tax |
(6.7) |
6.4 |
Net profit after tax |
(15.2) |
(1.2) |
*Revenue is net of Excise duty, VAT, Sales tax & Service Tax.
DIVIDEND
As the Company did not earn any profit during the financial year 2017-18, the Board does not recommend payment of any dividend for the financial year under review.
TRANSFER TO RESERVE
The Board does not recommend to transfer any amount to the general reserve.
2. REVIEW OF OPERATION AND STATE OF COMPANY AFFAIR
Overall revenue of the Company for the year ended March 31, 2018 was recorded at about Rs.355.4 million which is 31 % more as compared to previous financial year (2016-17) revenue of Rs.271.3 million. However, the Company has incurred a loss of Rs.21.9 million as against a profit of Rs.5.2 million in the previous year (2016-17). Despite the revenues being more than last year, the Company incurred losses primarily due to the increase in indirect expenses and cost escalation in infra projects.
There is no change in the nature of business of the Company which is segmented in two business divisions; ''Electronics & Telecommunication'' and ''Infra services''.
2.1 Electronics & Telecommunication Division
Telecom division revenue during the year ended March 31, 2018 is Rs.175.6 million as against Rs.176.4 million in the previous year (2016-17). Manufacturing plants are located at Noida UP (in the NCR region) and Roorkee (Uttarakhand)
2.2 Infrastructure Division
Infrastructure division revenue during the year ended March 31, 2018 is Rs.178.9 million as against Rs.91.7 million in the previous year (2016-17). The division undertakes turnkey assignments of civil, electrical and networking works and turnkey installation and commissioning of radars, sensors, data links and the command and control room at defence establishments.
No material changes and commitments have occurred after the close of the financial year till the date of this report, which affect the financial position of the Company, except that the Company''s land located at Noida and Roorkee which was mortgaged with Punjab National Bank, Noida branch is now mortgaged with South Indian Bank, Noida branch.
3. MANAGEMENT DISCUSSION AND ANALYSIS
INDUSTRY STRUCTURE AND DEVELOPMENTS
Draft Defence Production Policy (2018) unveiled by the Ministry of Defence (MoD) is representative of Government of India''s Make in India push. Its vision is to put India "among the top five countries of the World in aerospace and defence industries." The key objectives of the policy include development of a strong indigenous defence industry leading to higher self-reliance. The Government is keen to develop this sector by making more space for FDI and through Government reforms. The company will continue to leverage its presence, expertise and partnerships with global majors to increase its revenues in the sector.
The market outlook and company''s opportunities in sectors other than defence are as follows:
i. Telecom: The CAGR in this sector is recorded at 5.2% between 2014-17 and with the renewed policy initiative of the Government to promote and provide preferential market access to "Indigenous Design Developed and Manufactured" products, the sector is poised for a higher growth in the coming years. Government''s plan to provide telecom/data connectivity at the Gram Panchayat Level provides unique opportunity to the company. The company is developing products that are required for "Digital India" and USOF programs.
ii. Smart City: The smart cities market in India is expected to grow at a CAGR of 18.5% from 2017-2023. India is one of the fastest and largest growing markets for smart cities due to the initiatives and the use of technology. The Tier 2 metro cities will have the highest growth rate due to the declaration of government initiatives and private investments. Moreover, the Government of India has already planned and mentioned the first 20 smart cities with 80 more in subsequent phases. Your Company is developing core technologies such as smart poles and power supplies for use in Smart Cities.
iii. Healthcare: With the launch of "Modi Health Insurance Scheme 2018" by the Government, the market for healthcare industry is set to expand many folds. Your Company is a part of the strategic supply chain of GE Healthcare and has been recognised with a "Quality Award" for supply of power distribution unit for their Super Value CT scan machine. We are continuously developing products that will expand our product offering in this segment.
iv. Oil & Gas: India is net exporter of petro-products. Its gas production is expected to touch 90 BCM in 2040 from 35 BCM in 2013 with ONGC dominating exploration and production with 70% market share. PEL is actively engaged with ONGC in the exploration sector in which ONGC has 90% market share. This provides your company with good opportunities to further expand its business in the sector.
Opportunities, Threats, Risk & Concerns
Opportunities
Sizable business opportunities exist in all the sectors wherein your company has a market presence. Government is proactively promoting and supporting the indigenous industry with focus on the MSME sector and its policies and procedures are geared to create a robust hi-tech industry in India. Further, with all the legal issues that the Company was embroiled in for the last six years been settled; the management is now free to direct its energies and experience towards growth of the company.
Threats, Risk & Concerns
Policy implementation by the Government has always been a major concern for the industry. This has been and continues to remain a major threat and risk as significant portion of the Company''s revenues is from Government and or its Undertakings. The business model is tender-oriented, takes a long time to fructification and "L-1 takes all". Further, as we are in Technology intensive sector, funds are required to keep pace with the technology developments and to retain highly trained manpower. Availability of liquidity for a unit like ours is a challenge.
PRODUCT WISE PERFORMANCE
The Company has a well-balanced product portfolio of in-house designed and engineered products that are qualified by both defence and the civil sector customers. In the Electronics & Telecommunication Division, key PEL products include:
I. Wire-line
a. Digital multiplexer with capabilities to provide turnkey voice and data communications for last mile network
b. Line modems (G.SHDSL)
c. Protocol and Media Converters
II. Wireless
a. Unlicensed band (5.8GHz) IP radio: PEL is proposing this radio in several tenders of Telecom customers and hopes to achieve success.
b. High Capacity Radio Relay Systems: PEL is offering its in-house designed and engineered sub-systems against this requirement of Indian Army.
III. Power Systems
a. Power Supplies for Industrial applications
b. Power Distribution Systems for Healthcare
IV. Data Logger for Indian Railways
V. Telescopic Masts: PEL designed and manufactured electromechanical and pneumatic masts are the preferred choice of the customers in both the defence as well as civil segments.
In the Services segment, PEL''s revenue bucket include:
a. EPC contracts: PEL has undertaken Civil, Electrical and Networking responsibilities as a subcontractor to Large Prime Contractors for major MoD programs.
b. Hi-Tech Installation & Commissioning: PEL teams are stationed at several naval shipyards across the country to provide technical assistance to the customer on behalf of the designer CDoT to ensure trouble free commissioning of the core ATM based network switch and network termination units on all the new build ships of the Indian Navy.
c. Maintenance Repair and Overhaul (MRO) Services: PEL has undertaken contracts for Israeli majors to support UAV (Unmanned Aerial Vehicle) ground equipment at military bases across India. Further PEL has supported the maintenance of Integrated Electronic Warfare systems and Precision Guided Munitions supplied by Israeli companies to the Indian Forces.
OUTLOOK
Your company has a bullish outlook as Government''s policy to support and promote MSME sector and indigenous development has started to be implemented on ground. Its market access and human resources are capable to take full advantage of these policy initiatives. Further, with legal issues being settled, the Management is now free to devote its full energy towards advancement of business. Due to temporary business fluctuation and market uncertainties the Company has incurred losses and therefore the Company proposes to monetize its underutilized assets at Noida and Roorkee to generate funds. This would add to the product offerings to its customers. Programs wherein PEL has significant stake and were put ''on hold'' by the customer are moving forward and expected to generate additional revenues for the company in the current FY 2018-19.
INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial controls with reference to financial statements. During the year no reportable material weakness in the system was observed. The Company has adopted IND-AS for the financial year 2017-18.
HUMAN RESOURCE DEVELOPMENT
The total number of employees of the Company as on 31st March 2018 stood at 177.
Your Company believes that employees are the most valuable assets of an organization and the optimum utilization of the skill, knowledge and attitude they possess are instrumental to the growth of the organization. Your Company has lived and encouraged meritocracy, entrepreneurship, teamwork and performance driven culture. The focus has been on creating reserves through cross functional and interdisciplinary exposure at all levels to ensure redundancy and robustness in the organization.
FINANCIAL FACILITIES
The Company in order to enhance its fund limits has now empanelled South Indian Bank, Noida branch with increased financing facilities (fund based and non-fund based).
4. DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed:
a) that in the preparation of the accounts for the Financial Year ended 31st March, 2018, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;
b) that 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 and Loss of the Company for the year under review;
c) that 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 fraud and other irregularities;
d) that the Directors have 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 are operating effectively; and
f) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
5. CORPORATE GOVERNANCE
In compliance with the requirements of Regulation 34(3) read with schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance along with the certificate from M/s Munish K Sharma & Associates, Company Secretaries on its compliance forms a part the Annual Report.
6. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The company is not covered for Corporate Social Responsibility, pursuant to the provision of Section 135 of the Companies Act, 2013 ("the Act") read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.
7. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
There were no contracts or arrangement with related parties referred to in Section 188 (1) of the Companies 2013 during the financial year. However, Form AOC-2 is attached herewith as Annexure I to show the continued related party transactions from previous years, as Mr. Nikhil Kanodia who served the Company as Chief Technical Officer and President of the Company has been appointed as the Whole Time Director cum President of the Company w.e.f. 11.08.2017.
8. RISK MANAGEMENT
Your Company has formulated a Risk Assessment and Management plan which includes procedures to assess and curtail risk. A "Risk Management Committee" has been constituted which has been entrusted with the responsibility to assist the Board in mitigating the risk faced by the Company in the ordinary course of business. The Risk Management committee comprises of Mr Nikhil Kanodia, Mr Sanjay Chandra, Mr Deepak Jagga, Mr Jagjit Singh Chopra and Ms Puneet Arora. The factors that affect the Company''s profitability and operations are regularly monitored and offers/proposals submitted by the Company to its customers are modified accordingly. In the opinion of the Board there is no risk which may threaten the existence of the Company.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board is well balanced with professionals, legal experts and persons with business background who are connected with the industry and have the requisite expertise and experience to guide the Company In accordance to Section 203 of the Companies Act 2013, Key Managerial Personnel appointed by the Company are: Mr. Ashok Kumar Kanodia (Managing Director), Mr Jagjit Singh Chopra (Chief Financial Officer) and Ms Veenita Puri (Company Secretary and Compliance Officer). Mr. Nikhil Kanodia, has been appointed as the Whole Time Director cum President of the Company for a period of 5 years w.e.f 11.08.2017, by passing ordinary resolution in the AGM held on 25.09.2017. Lt. Gen. (Dr.) Rajesh Pant (Retd.), Chairman of the Company was reappointed as the Chairman cum Independent Director of the Company for a period of five years w.e.f 25.09.2017. Mr. Anant Kanoi, has resigned as an Independent Director of the Company w.e.f. 26.10.2017. Mr. Neeraj Bajaj, Chartered Accountant by profession has been appointed as an independent additional director of the Company w.e.f 29.12.2017, to hold the office upto the date of ensuing AGM of the Company. Mr. Hardeep Singh Banga has been appointed as a Non-Executive Additional Director of the Company in the Board meeting held on 11.08.2018, upto the date of ensuing AGM of the Company.
Resolution proposing the appointment of Mr. Neeraj Bajaj as a Non-Executive Independent Director for a period of 5 years and appointment of Mr. Hardeep Singh Banga as Non Executive Director, liable to retire by rotation, forms part of the notice convening the 39th Annual General Meeting. Pursuant to the provisions of Section 149 of the Companies Act, 2013 Non-Executive Independent Directors are not liable to retire by rotation. As per the disclosure received from the Directors, none of the Directors are disqualified from being appointed as Directors as specified in Section 164(2) of the Companies Act, 2013.
Mr. Deepto Roy, Non-Executive Director, retires by rotation and being eligible, offers himself for reappointment. The Board recommends his re-appointment at the ensuing Annual General Meeting of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board confirming that they continue to fulfill all the requirements to qualify for their appointment as Independent Director under the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. No independent director is due for re-appointment during the year. However, Resolution proposing the appointment of Mr. Neeraj Bajaj as a Non-Executive Independent Director for a period of 5 years shall be taken up in the ensuing AGM.
BOARD EVALUATION
The Board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors which include criteria for performance evaluation of the Non-Executive Directors and Executive Directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities & Exchange Board of India (SEBI) under SEBI (LODR) Regulations, 2015. The Company has devised an evaluation matrix for the performance evaluation and an external consultant "M/s Munish K Sharma & Associates" was engaged to collate and evaluate the results.
A meeting of Independent Director was held on July 14, 2018 without the attendance of other directors (NonIndependent) to review the performance of Non-Independent Directors, the Board as a Whole and the Chairman of the Company and to assess the flow of information between Company Management and the Board.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The requisite details as required by Section 134(3)(e) is disclosed under the Corporate Governance Report.
10. AUDITORS AND AUDITOR''S REPORT STATUTORY AUDITOR
At the Annual General Meeting held on September 25, 2017 M/s Nemani Garg Agarwal, & Co. , Chartered Accountants, bearing (F.R.N. 010192N) were appointed as statutory auditors of the Company to hold office till the conclusion of the 43rd Annual General Meeting.
The notes on financial statements referred to in the Auditor''s report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation or adverse remark.
SECRETARIAL AUDITOR
The Board has appointed M/s Munish K Sharma & Associates, Company Secretaries to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure II to this Report.
INTERNAL AUDITORS
The Board of Directors has pursuant to Section 138 of the Companies Act, 2013 and on recommendation of the Audit Committee has appointed M/s Rajendra K. Goel & Co., Chartered Accountants, as the Internal Auditors of the Company for the financial year 2017-18.
11. DISCLOSURES
VIGIL MECHANISM
A vigil mechanism of the Company which also includes a Whistle Blower Policy pursuant to Section 177(9) & 10 of Companies Act, 2013, has been established and can be accessed on the Company website www.pel-india.com.
AUDIT COMMITTEE
The Audit Committee comprises of following three Independent Directors and one Non Executive Director and during the Financial Year 2017-18 five meeting(s) of the committee were convened, the attendance record of members of the committee are as follows:
S. No. |
Name of Directors |
Category |
Status |
Meeting Attended |
1. |
Mr. Sharvan Kumar Kataria |
NEID |
Chairman |
5 |
2. |
Mr. Neeraj Bajaj* |
NEID |
Member |
- |
3. |
Mr. Suresh Vyas |
NEID |
Member |
4 |
4. |
Mr. Deepto Roy |
NED |
Member |
1 |
5. |
Mr. Anant Kanoi** |
NEID |
Member |
3 |
*Mr. Neeraj Bajaj has been appointed as the member of the Audit Committee in the Board meeting held on 12.02.2018.
** Mr. Anant Kanoi, resigned w.e.f. 26.10.2017.
The recommendations, if any made to the Board by the Audit Committee during the year under review were accepted.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee consists of following members and during the Financial Year 201718 one meeting of the committee was convened the attendance record of members of the committee are as follows:
S. No. |
Name of Directors |
Category |
Status |
Meeting Attended |
1. |
Mr. Anant Kanoi* |
NEID |
Chairman |
1 |
2. |
Mr. Suresh Vyas** |
NEID |
Chairman |
1 |
3. |
Mr. Neeraj Bajaj*** |
NEID |
Member |
- |
3. |
Mr. Sharvan Kumar Kataria |
NEID |
Member |
1 |
4. |
Mr. Deepto Roy |
NED |
Member |
- |
The * Mr. Anant Kanoi, resigned w.e.f. 26.10.2017.
**Mr. Suresh Vyas was appointed as the Chairman of the Committee w.e.f. 04.12.2017.
***Mr. Neeraj Bajaj has been appointed as the member of the Committee in the Board meeting held on 12.02.2018.
The recommendations, if any made to the Board by the Nomination and Remuneration Committee during the year under review were accepted.
Your Board has approved policy on the terms and conditions of appointment of independent directors which is available on Company''s website "www.pel-india.com".
MEETINGS OF THE BOARD
The Board of Directors met six times on 29.05.2017, 11.08.2017, 12.09.2017, 04.12.2017, 12.12.2017 and 12.02.2018 during the financial year 2017-18. For further details, please refer report on Corporate Governance of this Annual Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS.
There was no transaction of the nature covered under Section 186 of the Companies Act, 2013.
ANNUAL RETURN
As required pursuant to section 134 of the Companies Act, 2013, Annual Return in MGT 7 shall be available at the Company''s website at www.pel-india.com.
PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information relating to conservation of energy, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, as required to be disclosed under the Act, is provided in Annexure III to this Report.
PARTICULARS OF EMPLOYEES
The table containing the names and other particulars of employees in accordance with the provisions of 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 appended as Annexure IV to this Report.
The Company does not have any employees employed throughout the financial year and in receipt of remuneration of Rs. 1.02 crore, or employed for part of the year and in receipt of Rs. 8.50 Lakh or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The list of top ten employees of the Company in terms of their remuneration is as follows:
Mr. Ajay Goel (56), General Manager, 17.12.2005, 23,10,000/- B.E (E & C) (28), Punjab Wireless system Ltd., Mr. Amit Mittal (48), Deputy General Manager, 14.02.2006, 15,44,786/-, B.E (E & C) (24), Punjab Wireless system Ltd., Mr. Ashok Kumar Kanodia (67), Managing Director, 01.05.1979, 22.3% equity shares, 23,24,664/-, B.E. Electrical (39). Mr. Bhaskar Biswas (56), Deputy General Manager, 28.07.2011, 18,18,960/-, B.E (E & C) (27), Indian Air Force. Mr. Deepak Jagga (46), Vice President, 01.04.2002, 23,91,749/-, B.E (Electronics) (28), Mr. Jagjit Singh Chopra (49), Chief Financial Officer, 25.04.2014, 18,00,000/-, Chartered Accountant (20), Blessings Advertising Pvt. Ltd., Mr. Nikhil Kanodia (41), President & Chief Technical Officer, 29.10.2002, 0.59% equity shares, 36,50,668/-, M.S. Electrical & Computer Engineering (20), Fujitsu Network Communications, Son of Mr. Ashok K Kanodia, Managing Director, Mr. Sandeep Chawla (49), Deputy General Manager, 20.04.2009, 24,42,000/-, B.E (E & C) (24), Wipro Technology, Mr. Sanjay Chandra (56), Senior Vice President, 10.06.2009, 33,88,004/-, M.Sc (Electronics) (31), Indian Army, Mr. Vinay Kumar (47), General Manager, 24.01.2011, 20,99,989/-, B. Tech (Civil) (22), Raus Infra Limited.
Please note that none of the above employee is employed on contractual basis.
FIXED DEPOSITS
The Company has not invited or accepted any deposits during the year under review or in the past and hence no amount of principal or interest was outstanding as of the Balance Sheet date.
SIGNIFICANT & MATERIAL ORDERS:
Mr. Ashok Kumar Kanodia and Mr. Pradeep Kumar Kanodia, promoter brothers of the Company, had mutually arrived at Memorandum of Oral Family Settlement ("MOFS") which was duly consented by the Hon''ble Delhi High Court vide its order dated 22.03.2018 bearing Co. Appl. 3937/ 2018 in CS (COMM) 104/ 2016. Thereafter, the application was made to NCLT for withdrawal of the Petition bearing no. CP No. 162/ND/2013 and NCLT vide its order dated 06.04.2018 disposed off the matter which was filed with the Hon''ble Delhi High Court and the Court vide its order dated 09.04.2018 in the Co.A.(SB) 7/ 2015 and Co.A (SB) 18/ 2016 disposed off the petition(s). All pending applications/suits stand disposed of and all interim orders stand vacated. Thereafter, Mr. Pradeep Kumar Kanodia and his associates (members of the promoter group) transferred 35,04,382 equity shares to Mr Nikhil Kanodia son of Mr Ashok Kumar Kanodia, Managing Director and a member of the promoter group, aggregating to 25.30% of the paid up share capital of the Company on 26.04.2018. The said transfer is inter se transfer of shares among promoters of the Company under Regulation 10(1)(a)(ii) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 2011. The shares held by Mr. Pradeep Kumar Kanodia and his associate as on date is nil and pursuant to the provisions of the MOFS, Mr. Pradeep Kumar Kanodia and his associates do not have any right/ claim/ interest in control, ownership, and management of the Company of any nature whatsoever.
Since, the settlement is completed; no contingent liability under this head exists for the Company.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.
The company has constituted Internal Complain Committee for reporting of cases, if any, related to sexual harassment. Committee meetings are held at regular intervals and employees are sensitized on the issue on regular interval. No case was reported and/or filed during the year under the aforesaid Act.
12. LISTING OF SECURITIES
The Shares of the Company are listed with The Bombay Stock Exchange Limited, Pheroze Jeejeebhoy Towers, Dalal Street, Mumbai. (Scrip Code: 517258). It is confirmed that the Company has paid Annual Listing Fee for the financial year 2018-19 to BSE.
13. ENVIRONMENTAL PROTECTION, HEALTH AND SAFETY
The Safety & Health of employees and external stakeholders are embedded in the core organizational values of the Company. This aims to ensure safety of public, employees, plant & equipment, ensure compliance with all statutory rules and regulations, imparting training to its employees, carrying out safety audits of its facilities, and promoting eco - friendly activities.
The Company continues to maintain excellent track record on safety. The site had no accidents during the year 2017-18. PEL also has a Workman Safety Committee under section 41G of Factories Act 1948.This Committee meets at regular intervals to take measures for worker''s protection in order to make PEL a safe place to work.
14. CAUTIONARY STATEMENT
Certain Statements made in Management Discussion & Analysis Report relating to the Company objectives, projections, outlook, expectations, estimates etc. may constitute ''forward looking statements'' within the meaning of applicable laws & regulations. Actual results may differ from such expectations, projections etc. whether express or implied.
15. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB- SECTION (12) OF SECTION 143
As per the explanations given by the Auditors in their report no material fraud on or by the Company or any fraud in the Company by its officers or employees has been noticed or reported during the year.
16. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES / JOINT VENTURES/ ASSOCIATE COMPANIES DURING THE YEAR
No Company has become or ceased to be subsidiary/joint venture/associate company of the Company during the year under review. Hence, Form AOC 1 containing salient features of the subsidiary/joint venture/associate company is not required.
17. CAPITAL STRUCTURE:
The paid up share capital of the Company is Rs. 13,84,87,620/- (Rupees Thirteen Crore Eighty Four Lakhs Eighty Seven Thousand Six Hundred and Twenty Only) comprising of 1,38,48,512 fully paid up equity shares of Rs. 10/- each amounting to Rs. 13,84,85,120/- and Rs. 2500/- on account of forfeited shares. The Company has neither made any issue/allotment nor made any buy back of securities during the Financial Year 2017-18.
18. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has duly complied with the provisions of applicable secretarial standards as issued by Institute of Company Secretaries of India.
19. ACKNOWLEDGMENTS:
Your Directors express their deep appreciation and gratitude for the valuable support received from Punjab National Bank, Noida Branch, South Indian Bank, Noida branch, its Customers, Business Associates, Government Departments and Shareholders and look forward to similar support and co-operation in future. Your directors appreciate the sincere efforts put in by the employees at all levels.
FOR AND ON BEHALF OF THE BOARD
Place: Noida Ashok Kumar Kanodia Nikhil Kanodia
Date: 11.08.2018 Managing Director Whole Time Director cum
President
Mar 31, 2016
DIRECTORS'' REPORT
To
The Members of Precision Electronics Ltd.,
The Directors have pleasure in presenting the 37* Annual Report on the business and operations of the Company along with the Audited Statements of Accounts for the Financial Year ended March 31,2016.
1. FINANCIALHIGHLIGHTS
Your Company''s performance during the year as compared with that during the previous year is summarized below:
(Rs. in millions)
PARTICULARS |
CURRENTYEAR (FY 2015-16) |
PREVIOUS YEAR (FY 2014-15) |
Revenue* |
260.1 |
277.9 |
Profit before Depreciation, Interest, & Tax |
(2.4) |
25.7 |
Depreciation |
11.7 |
15.4 |
Finance Cost |
10.5 |
8.2 |
Net profit before Tax |
(24.6) |
2.1 |
Provision for Tax |
(5.1) |
(.4) |
Net profit after tax |
(19.5) |
2.5 |
*Revenue is net of Excise duty, VAT, Sales tax & Service Tax.
DIVIDEND
In view of conservation of financial resources of the Company, your Directors do not recommend any dividend for the financial year under review.
TRANSFER TO RESERVE
Amount transferred to the general reserve is nil.
2. REVIEW OF OPERATION AND STATE OF COMPANY AFFAIR
Overall revenue of the company for the year ended March 31,2016 was recorded at about Rs.260.1 million which is 6.4% less as compared to previous financial year (2014-15) revenue of Rs.278 million. The Company incurred a loss of Rs. 19.50 million as against net profit after tax of Rs. 2.5 million in the previous year (2014-15).The revenue was less due to delay in execution of contracts which resulted in cost overruns. The delay was due to site specific conditions that were beyond our control. In addition, expected business did not materialize as some RFPs were withdrawn and in some the company''s bid was not the lowest. All this worsened the cash crunch scenario.
There is no change in the nature of business of the Company which is segmented in two business divisions; ''Electronics & Telecommunication'' and ''Infra services''.
2.1 Electronics & Telecommunication Division
Telecom division revenue during the year ended March 31, 2016 is Rs. 125.28 million as against Rs. 136.51 million in the previous year (2014-15). Manufacturing plants are located at Noida UP (in the NCR region) and Roorkee (Uttarakhand)
2.2 Infrastructure Division
Infrastructure division revenue during the year ended March 31, 2016 is Rs.132.13 million as against Rs.139.05 million in the previous year (2014-15). The division undertakes turnkey assignments of civil, electrical and networking works and turnkey installation and commissioning of radars, sensors, data links and the command and control room at defense airfields and harbors.
No material changes and commitments have occurred after the close of the financial year till the date of this report, which affect the financial position of the Company.
3. MANAGEMENT DISCUSSION AND ANALYSIS INDUSTRY STRUCTURE AND DEVELOPMENTS
The Defense Procurement Procedure 2016 has released an industry friendly document that provides impetus for indigenous design and manufacturing which enhances the role of MSMEs and introduces flexibility in decision making to ensure that the defense procurement is fair, swift and the concept of "Make in India" is promoted.
India is following a Preferential Market Access (PMA) policy to promote local development and manufacture of telecom equipment. This has opened huge market opportunities for PEL as it has products that qualify under the scheme norms.
OPPORTUNITIES, THREATS, RISK & CONCERNS
Opportunities
The defense and the civil telecom sector, both of them together present a huge business opportunity to MSME Company like ours due to "Make in India" initiative of the Prime Minister and policies that have been aligned to achieve this objective. Our Company is poised to take full benefit from these policies. Programs that were put "on hold" wherein the Company had significant orders are now under execution.
Threats, Risk & Concerns
Main Business Risks and Concerns are due to the fact that your Company''s major portion of business is dependent on the end customer which is none other than Government of India. The business is thus tender oriented, takes long time to fructify and in this business the lowest bidder wins the tender. The tender condition mandate "no cost no commitment" technical evaluation and therefore the Company has to bear the cost associated with technical evaluation and acceptance of the equipment by the customer.
Since we are in Technology intensive sector, funds are required to keep pace with the technology developments and to retain highly trained manpower. Availability of liquidity for a unit like ours is a challenge.
PRODUCTWISE PERFORMANCE
The Company has a well-balanced product portfolio of in-house designed and engineered products that are qualified by both defense and the civil sector customers. In the Electronics & Telecommunication Division, key PEL products include:
I. Wire-line
a. Digital multiplexer with capabilities to provide turnkey voice and data communications for last mile network: In the year under review, the company executed orders for multiplexers with variety of interface cards, converters and modems.
b. Line modems (G.SHDSL)
c. Protocol Converters (Serial-to-Ethernet)
d. Media Converters (optical-to-copper)
II. Wireless
a. Unlicensed band (5.8GHz) IP radio: PEL is proposing this radio in several tenders of Telecom customers and hopes to achieve success.
b. High Capacity Radio Relay Systems: PEL is offering its in-house designed and engineered sub-systems against this requirement of Indian Army.
III. Power Systems
a. Power Supplies for Military and Industrial applications: PEL''s dedicated team for power supplies develops a range of "on-board" as well as stand-alone power supplies for conditioning, conversion, distribution and charging.
b. Power Distribution Systems for Healthcare: PEL designed power supply is being used by a world leading healthcare equipment manufacturer in their new product launch which is a grand success. It has become a production item at the Roorkee facility.
IV. Data Logger for Indian Railways: PEL successfully executed its first PO for supply and installation of Data Loggers for Ajmer Railway station this FY.
V. Voice Logger: PEL developed voice loggers are deployed in all the Air Traffic Control towers of the IAF and Army aviation bases. In addition, security agencies are using an advanced variant of this product.
VI. Telescopic Masts: PEL designed and manufactured electromechanical and pneumatic masts are the preferred choice of the customers in both the defense as well as civil segments. The masts are being produced at the Noida facility and additional volume orders are expected during the year.
In the Services segment, PEL''s revenue buckets include:
I. EPC contracts: PEL has undertaken Civil, Electrical and Networking responsibilities as a subcontractor to Large Prime Contractors in the FY for major programs such as Airfield Modernization and Harbour Security. The company is actively competing in various similar opportunities which are in RFI/RFP stage presently.
II. Infrastructure Services: PEL is a regular supplier of highly precise concrete blocks that are used by Defense agencies for testing explosive power of ammunitions.
III. Hi-Tech Installation & Commissioning: The Company is providing technical support on behalf of CDoT to ensure trouble free commissioning of the core ATM based network switch and network termination units on all the new build ships of the Indian Navy. PEL teams are stationed at several shipyards across the country.
IV. Maintenance Repair and Overhaul (MRO) Services: PEL has undertaken contracts in the FY for Israeli majors to support UAV (Unmanned Aerial Vehicle) ground equipment at all military bases across India. Further PEL has supported the maintenance of Integrated Electronic Warfare systems and Precision Guided Munitions supplied by Israeli companies to the Indian Military.
OUTLOOK
PEL has established competences in areas of design, manufacturing, turnkey solution provider and has a nationwide footprint both in defence and the civil segments. It''s partnerships with global majors and Indian primes are expected to bear fruit and take the company forward. Company has invested and created additional manufacturing capacity at its Roorkee plant to take care of volume production and the same is approved by the customers. In the year under consideration (2015-16) both the product mix as well as customer base was widened, the effect of which will be felt in the current financial year.
INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial controls with reference to financial statements. During the year no reportable material weakness in the system was observed.
HUMAN RESOURCE DEVELOPMENT
The Company has been successful in building a performance oriented culture with high levels of engagement and empowerment in an environment of teamwork. The focus has been on creating reserves through cross functional and interdisciplinary exposure at all levels to ensure redundancy and robustness in the organization. The morale of the team is kept high by boosting employee morale at different levels, engaging them in different activities than their work, arranging different programs for the employees at all levels.
FINANCIAL FACILITIES
The Company continues to enjoy the support of its Banker Punjab National Bank (PNB), Noida Branch for both fund and non-fund based facilities.
4. DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed:
a) that in the preparation of the accounts for the Financial Year ended 31st March, 2016, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.;
b) that 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 and Loss of the Company for the year under review;
c) that 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 fraud and other irregularities;
d) that the Directors have 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 are operating effectively; and
f) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
5. CORPORATEGOVERNANCE
In compliance with the requirements of Regulation 34(3) read with schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance along with the certificate from M/s Munish K Sharma & Associates, Company Secretaries on its compliance forms a part the Annual Report.
6. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The company is not covered for Corporate Social Responsibility, pursuant to the provision of Section 135 of the Companies Act, 2013 ("the Act") read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.
7. CONTRACTS AND ARRANGEMENTSWITH RELATED PARTIES
There were no contracts or arrangement with related parties referred to in Section 188 (1) of the Companies 2013 during the financial year. However, Form AOC-2 is attached herewith as Annexure I to show the continued related party transactions from previous years.
8. RISK MANAGEMENT
Your Company has formulated a Risk Assessment and Management plan which includes procedures to assess and curtail risk. A "Risk Management Committee" has been constituted which has been entrusted with the responsibility to assist the Board in mitigating the risk faced by the Company in the ordinary course of business. The Risk Management committee comprises of Mr Nikhil Kanodia, Mr Sanjay Chandra, Mr Deepak Jagga, Mr Jagjit Singh Chopra and Ms Puneet Arora. In the opinion of the Board there is no risk which may threaten the existence of the Company.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Lt Gen (Dr.) Rajesh Pant PVSM, AVSM, VSM (Retd.) was appointed as the Non Executive Chairman of the Company w.e.f July 27,2015. It is indeed a matter of pride to have such a decorated and distinguished officer as the leader of PEL team. His induction has enhanced the image of the company in the eyes of our customers, highlighting our credibility, capability and capacity to meet their requirements, besides providing an impetus to the ''Offset'' business which is being earnestly targeted. Precision will benefit immensely from his wisdom, guidance and experience.
The Board is well balanced with professionals, legal experts and persons with business background who are connected with the industry and have the requisite expertise and experience to guide the Company.
In accordance to Section 203 of the Companies Act 2013, Key Managerial Personnel as appointed by the Board of Directors are; Mr Ashok K Kanodia (Managing Director), Mr Jagjit Singh Chopra (Chief Financial Officer) and Ms Veenita Puri (Company Secretary and Compliance Officer). Ms. Veenita Puri has been appointed as the Company Secretary and Compliance Officer of the Company w.e.f January 16, 2016 and Mr. Gurvinder Singh Monga resigned from the position of Company Secretary w.e.f December 22,2015.
Mr. Pradeep Kumar Kanodia and Ms. Ranjna Gudoo, Directors, will retire by rotation at the ensuing Annual General Meeting of the Company. Ms. Ranjna Gudoo, Director has offered herself for reappointment. Mr. Pradeep Kumar Kanodia has neither offered himself for reappointment nor any communication is received from him in any form showing his willingness to be re-appointed in the ensuing Annual General Meeting of the Company; Board recommends not filling the resulting vacancy for the time being.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board confirming that they continue to fulfill all the requirements to qualify for their appointment as Independent Director under the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. No independent director is due for re-appointment during the year.
BOARD EVALUATION
The Board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors which include criteria for performance evaluation of the Non-Executive Directors and Executive Directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities & Exchange Board of India (SEBI) under SEBI (LODR) Regulations, 2015. The Company has devised an evaluation matrix for the performance evaluation and an external consultant "M/s Munish K Sharma & Associates" was engaged to collate and evaluate the results.
A meeting of Independent Director was held on February 5, 2016 without the attendance of other directors (Non-Independent) to review the performance of Non-Independent Directors, the Board as a Whole, the Chairman of the Company and to assess the flow of information between Company Management and the Board.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The requisite details as required by Section 134(3)(e) is disclosed under the Corporate Governance Report.
10. AUDITORSANDAUDITOR''SREPORT STATUTORY AUDITOR
At the Annual General Meeting held on September 27, 2014, M/s Rajendra K. Goel & Co., Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the 38th Annual General Meeting. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s Rajendra K. Goel & Co., Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders.
The notes on financial statements referred to in the Auditor''s report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation or adverse remark.
SECRETARIAL AUDITOR
The Board has appointed M/s Munish K Sharma & Associates, Company Secretaries to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure II to this Report. The observations contained in the Secretarial Audit Report are self explanatory.
11. DISCLOSURES
VIGILMECHANISM
A vigil mechanism of the Company which also includes a Whistle Blower Policy pursuant to Section 177(9) & 10 of Companies Act, 2013, has been established and can be accessed on the Company website.
AUDITCOMMITTEE
The Audit Committee comprises of three Independent Directors namely Mr. S. K. Kataria (Chairman), Mr. Anant Kanoi, Mr. Suresh Vyas and one Non Independent Director, Mr. Deepto Roy. All the recommendations made by the Audit Committee are accepted by the Board. Four Audit committee meetings were held during the financial year dated May 28,2015, August 14,2015, October 31,2015 and February 5,2016.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee consists of following members and during the Financial Year 2015-16, two meetings of the committee were convened and one resolution dated December 29,2015 was passed by circulation:
S. No. |
Name of Directors |
Category |
Status |
Meeting Attended |
1. |
Mr. Anant Kanoi |
NEID |
Committee Chairman |
1 |
2. |
Mr. Sharvan Kumar Kataria |
NEID |
Member |
2 |
3. |
Mr. Suresh Vyas |
NEID |
Member |
2 |
4. |
Mr. Deepto Roy |
NED |
Member |
2 |
Your Board has approved policy on the terms and conditions of appointment of independent directors which is available on Company''s website "www.pel-india.com".
MEETINGS OF THE BOARD
The Board of Directors met six times on May 28,2015, July 27,2015, August 14, 2015, October 31, 2015, January 16, 2016 and February 5, 2016 during the financial year 2015-16. For further details, please refer report on Corporate Governance of this Annual Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS.
There was no transaction of the nature covered under Section 186 of the Companies Act, 2013.
EXTRACT OF THE ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act, 2013 and rule12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 forms part of this Annual Report as Annexure III.
PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information relating to conservation of energy, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, as required to be disclosed under the Act, are provided in Annexure IV to this Report.
PARTICULARS OF EMPLOYEES
The table containing the names and other particulars of employees in accordance with the provisions of 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 appended as Annexure V to this Report.
The Company does not have any employees employed throughout the financial year and in receipt of remuneration of Rs. 1.02 crore, or employed for part of the year and in receipt of Rs. 8.50 Lakh or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The list of top ten employees of the Company in terms of their remuneration is as follows:
Mr. Ajay Goel (54), General Manager, 17.12.2005,23,10,000/- B.E (E & C) (26), Punjab Wireless system Ltd., Mr. Amit Mittal (46), Deputy General Manager, 14.02.2006,15,44,786/-, B.E (E & C) (22), Punjab Wireless system Ltd., Mr. Ashok K Kanodia (65), Managing Director, 01.05.1979,22.3% equity shares, 19,68,240/-, B.E. Electrical (37). Mr. Bhaskar Biswas (54), Deputy General Manager, 28.07.2011, 18,18,960/-, B.E (E & C) (25), Indian Airforce. Mr. Deepak Jagga (44), Vice President, 01.04.2002, 23,91,749/-, B.E (Electronics) (26), Mr. Jagjit Singh Chopra (47), Chief Financial Officer, 25.04.2014,18,00,000/-, Chartered Accountant (18), Blessings advertising Pvt. Ltd., Mr. Nikhil Kanodia (39), President & Chief Technical Officer, 29.10.2002, 0.59% equity shares, 32,68,776/-, M.S. Electrical & Computer Engineering (18), Fujitsu Network Communications, Son of Mr. Ashok K Kanodia, Managing Director, Mr. Sandeep Chawla (47), Deputy General Manager, 20.04.2009, 24,42,000/-, B.E (E & C) (22), Wipro Technology, Mr. Sanjay Chandra (54), Senior Vice President, 10.06.2009, 33,88,004/-, M.Sc (Electronics) (29), Indian Army, Mr. Vinay Kumar (45), General Manager, 24.01.2011,20,99,989/-, B. Tech (Civil) (20), Raus Infra Limited.
Please note that none of the above employee is employed on contractual basis.
FIXEDDEPOSITS
The Company has not invited or accepted any deposits during the year under review or in the past and hence no amount of principal or interest was outstanding as of the Balance Sheet date.
SIGNIFICANT & MATERIAL ORDERS:
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.
Mr. Pradeep Kumar Kanodia along with his son and family HUF has filed a civil suit CS(COMM) 104/2016 seeking recovery or damages from Mr. Ashok Kanodia and Ors in the Delhi High Court. In this suit, the Company has been made a party. The first hearing was held on February 12, 2016 the Hon''ble Judge passed an ex-parte order that restricts the right to transfer the shares of the Company by various Defendants and subjected the Company''s land situated at D-10 & 11, Sector-3 to lis pendency. The reliefs sought in the Suit include specific performance of a private arrangement executed between Mr. Pradeep Kumar Kanodia and Mr. Ashok Kanodia; to which the Company is not a party, nor can the Company be bound by the same. The said Suit is pending adjudication before the Hon''ble Delhi High Court.
Mr. Pradeep Kumar Kanodia, along with his son and family HUF, had previously filed a Company petition before the Hon''ble Company Law Board under Sections 397 and 398 of the Companies Act, 1956, being Pradeep Kanodia & Others v. Precision Electronics Ltd. & Others, C.P. No. 162/ND of 2013. The CLB has been replaced by the NCLT as per Notification of the Ministry of Corporate Affairs dated 01.06.2016 bearing F. No. A-45011/14/2016-Ad. IV. In the Petition, the Petitioners have leveled allegations of oppression and mismanagement against the Company and its Board of Directors. The Petitioners had previously also filed a similar petition in 2012, being C.P.No.123/ND/2012 raising similar allegations. That Petition was dismissed as withdrawn by Order of the Hon''ble CLB on 14.11.2012. Certain appeals/ applications in this respect are pending before the Hon''ble Delhi High Court.
The allegations raised by Mr. Pradeep Kumar Kanodia in the Company Petition as also the Civil Suit are totally unfounded and misplaced; the Company has sought legal advice on the issues raised and is vigorously defending the same. The Board of Directors have empowered independent Directors Mr. Suresh Vyas and Mr. S.K. Kataria to take decisions on all legal actions that are necessary to protect the best interest of the Company and its shareholders.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.
The company has constituted Internal Complain Committee for reporting of cases, if any, related to sexual harassment. Committee meetings are held at regular intervals and employees are sensitized on the issue on regular interval. No case was reported and/or filed during the year under the aforesaid Act.
12. LISTINGOFSECURITIES
The Shares of the Company are listed with The Bombay Stock Exchange Limited, Pheroze Jeejeebhoy Towers, Dalal Street, Mumbai. (Scrip Code: 517258). It is confirmed that the Company has paid Annual Listing Fee for the financial year 2016-17 to BSE.
13. ENVIRONMENTAL PROTECTION, HEALTH AND SAFETY
The Safety & Health of employees and external stakeholders are embedded in the core organizational values of the Company. The HSE policy aims to ensure safety of public employees, plant & equipment, ensure compliance with all statutory rules and regulations, imparting training to its employees, carrying out safety audits of its facilities, and promoting eco - friendly activities.
The Company continues to maintain excellent track record on safety. The site had no accidents during the year 2015-16. PEL also has a Workman Safety Committee under section 41G of Factories Act 1948.This Committee meets at regular intervals to take measures for worker''s protection in order to make PEL a safe place to work.
14. CAUTIONARYSTATEMENT
Certain Statements made in Management Discussion & Analysis Report relating to the Company objectives, projections, outlook, expectations, estimates etc. may constitute ''forward looking statements'' within the meaning of applicable laws & regulations. Actual results may differ from such expectations, projections etc. whether express or implied.
15. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB- SECTION (12) OF SECTION 143
As per the explanations given by the Auditors in their report no material fraud on or by the Company or any fraud in the Company by its officers or employees has been noticed or reported during the year.
16. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES DURING THE YEAR
No Company has become or ceased to be subsidiary/joint venture/associate company of the Company during the year under review. Hence, Form AOC 1 containing salient features of the subsidiary/joint venture/associate company is not required.
17. CAPITALSTRUCTURE:
The paid up share capital of the Company is Rs. 13,84,87,620/- (Rupees Thirteen Crore Eighty Four Lakhs Eighty Seven Thousand Six Hundred and Twenty Only) comprising of 1,38,48,512 fully paid up equity shares of Rs. 10/- each amounting to Rs. 13,84,85,120/- and Rs. 2500/- on account of forfeited shares. The Company has neither made any issue/allotment nor made any buy back of securities during the Financial Year 2015-16.
18. ACKNOWLEDGMENTS
Your Directors express their deep appreciation and gratitude for the valuable support received from Punjab National Bank, Noida Branch, its Customers, Business Associates, Government Departments and Shareholders and look forward to similar support and co-operation in future. Your directors appreciate the sincere efforts put in by the employees at all levels.
FOR AND ON BEHALF OF THE BOARD
Place: Noida
Date: August 08, 2016 Chairperson
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the 36th Annual Report on
the business and operations of the Company along with the Audited
Statements of Accounts for the Financial Year ended March 31, 2015.
1. FINANCIAL RESULTS
Your Company's performance during the year as compared with that during
the previous year is summarized below:
(Rs. in million)
PARTICULARS CURRENT YEAR PREVIOUS YEAR
Revenue* 277.9 134
Profit before Depreciation, 23.8 (26)
Interest, & Tax
Depreciation 15.4 12
Finance Cost 8.2 6
Net profit before Tax 2.1 (44)
Provision for Tax (.4) (22)
Net profit after tax 2.5 (22)
*Revenue is net of Excise duty, VAT, Sales tax & Service Tax.
DIVIDEND
In view of conservation of financial resources of the Company, your
Directors do not recommend any dividend for the financial year under
review.
TRANSFER TO RESERVE
Amount transferred to the general reserve is nil however, an amount of
Rs 2.5 million has been retained in the surplus.
2. REVIEW OF OPERATION AND STATE OF COMPANY AFFAIR
Overall revenue of the company for the year ended 31st March 2015 was
recorded at Rs.278 million which is more than double as compared to
previous financial year (2013-14) revenue of Rs.134 million.
Consequently, net profit after tax was Rs.2.5 million as against a loss
of about Rs.22 million in the previous year (2013-14).The performance
was good due to contribution of infra services division of the Company.
There is no Change in the nature of business of the Company which is
segmented in two business divisions; 'Electronics & Telecommunication'
and 'Infra services'.
2.1 Electronics & Telecommunication Division
Telecom division revenue during the year ended 31st March, 2015 is Rs.
136.51 million as against Rs. 113.71 million in the previous year
(2013-14). Manufacturing plants are located at Noida UP (in the NCR
region) and Roorkee (Uttarakhand)
2.2 Infrastructure Division
Infrastructure division revenue during the year ended 31st March, 2015
is Rs. 139.05 million as against Rs. 1.8 million in the previous year
(2013-14). The division undertakes turnkey assignments of civil,
electrical and networking work and turnkey installation and
commissioning of radars,sensors, data links and the command and control
room at defence airfields and harbors.
No material changes and commitments have occurred after the close of
the financial year till the date of this report, which affect the
financial position of the Company.
4. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 with respect to
Directors Responsibility Statement, it is hereby confirmed:
a) that in the preparation of the accounts for the Financial Year ended
31st March, 2015, the applicable Accounting Standards read with
requirements set out under Schedule III to the Act, have been followed
and there are no material departures from the same;
b) that 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 of the Company for the year under review;
c) that 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 fraud and other
irregularities;
d) that the Directors have 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 are operating effectively; and
f) that the Directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were
adequate and operating effectively.
5. CORPORATE GOVERNANCE
In compliance with the requirements of Clause 49 of the Listing
Agreement with Bombay Stock Exchange (BSE), a separate report on
Corporate Governance along with the Auditors' Certificate on its
compliance forms a part the Annual Report.
6. HUMAN RESOURCE DEVELOPMENT
The Company has been successful in building a performance oriented
culture with high levels of engagement and empowerment in an
environment of teamwork. The focus has been on creating reserves
through cross functional and interdisciplinary exposure at all levels
to ensure redundancy and robustness in the organization. The morale of
the team is at a high level.
7. CORPORATE SOCIAL RESPONSIBILITY(CSR)
The company is not covered for Corporate Social Responsibility,
pursuant to the provision of Section 135 of the Companies Act, 2013
("the Act") read with the Companies (Corporate Social Responsibility
Policy) Rules, 2014.
8. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
There were no contracts or arrangement with related parties referred to
in Section 188 (1) of the Companies 2013 during the year.
9. RISK MANAGEMENT
Your Company has constituted a "Risk Management Committee" which has
been entrusted with the responsibility to assist the Board in
mitigating the risk faced by the Company in the ordinary course of
business. Committee has presented risk management plan of risk
assessment and minimization procedures. In the opinion of the Board
there is no risk which may threaten the existence of the Company.
10. INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial controls with
reference to financial statements. During the year no reportable
material weakness in the system was observed.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Lt Gen (Dr.) Rajesh Pant PVSM, AVSM, VSM (Retd.) (DIN: 069069307) has
joined the Board of Directors as Additional Director and Non Executive
Chairman with effect from July 27, 2015. It is indeed a matter of pride
to have such a decorated and distinguished officer as a part of our
team. His induction will enhance the image of the company in the eyes
of our customers belonging to the defence forces, highlighting our
credibility, capability and capacity to meet their requirements,
besides providing an impetus to the offset business which we are
earnestly targeting. Precision will benefit immensely from his wisdom,
guidance and experience. We seek your support in confirming his
appointment in the forthcoming Annual General Meeting.
Two Non- Executive Directors Mr. Deepto Roy (DIN 01241534) and Mrs.
Ranjana Gudoo (DIN 06956595) were appointed by the shareholders to
comply with the requirements of the Listing agreement. In accordance to
Section 203 of the Company Act 2013, Key Managerial Personnel as
appointed by the Board of Directors are; Mr Ashok K Kanodia (Managing
Director), Mr Jagjit Singh Chopra (Chief Financial Officer) and Mr
Gurvinder Singh Monga (Company Secretary).
The present term of appointments of Mr Ashok Kumar Kanodia as Managing
Director of the Company has expired on 5th June 2015. In terms of
Companies Act 2013, the Nomination and Remuneration Committee of the
Board has recommended his appointment to the Board. Board has
accordingly appointed him as Managing Director subject to approval by
shareholders in general meeting. We seek your support for confirming
his appointment in forthcoming Annual General Meeting.
The present term of appointments of Mr Pradeep Kumar Kanodia as
Executive Director of the Company has expired on 5th June 2015. He
continues to be a non-executive Director of the Company.
Information on the particulars of Director eligible for re-appointment
in terms of Clause 49 of the Listing Agreement has been provided in the
notes convening the Annual General Meeting.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board
confirming that they fulfill all the requirements to qualify for their
appointment as Independent Director under the provisions of the
Companies Act, 2013 as well as Clause 49 of the Listing Agreement.
BOARD EVALUATION
The Board of directors has carried out an annual evaluation of its own
performance, Board committees and individual directors which include
criteria for performance evaluation of the Non-Executive Directors and
Executive Directors pursuant to the provisions of the act and the
corporate governance requirements as prescribed by Securities &
Exchange Board of India (SEBI) under clause 49 of the Listing
Agreement. The Company has devised an evaluation matrix for the
performance evaluation and an external consultant was engaged to
collate the evaluation results.
A meeting of Independent Director was held on 26th March, 2015 without
the attendance of other directors (Non-Independent) to review the
performance of Non-Independent Directors, the Board as a Whole,
Chairman of the Company/ Meetings, to assess the flow of information
between Company Management and the Board.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The requisite details as required by Section 134(3)(e) is disclosed
under the Corporate Governance Report.
12. AUDITORS AND AUDITOR'S REPORT
STATUTORY AUDITOR
At the Annual General Meeting held on 27th September, 2014, M/s
Rajendra K. Goel & Co., Chartered Accountants, were appointed as
statutory auditors of the Company to hold office till the conclusion of
the 38th Annual General Meeting. In terms of the first proviso to
Section 139 of the Companies Act, 2013, the appointment of the auditors
shall be placed for ratification at every Annual General Meeting.
Accordingly, the appointment of M/s Rajendra K. Goel & Co., Chartered
Accountants, as statutory auditors of the Company, is placed for
ratification by the shareholders.
The notes on financial statements referred to in the Auditor's report
are self-explanatory and do not call for any further comments. The
Auditor's Report does not contain any qualification, reservation or
adverse remark.
SECRETARIAL AUDITOR
The Board has appointed M/s Munish K Sharma & Associates, Company
Secretaries to conduct Secretarial Audit for the financial year
2014-15. The Secretarial Audit Report for the financial year ended 31st
March, 2015 is annexed herewith marked as Annexure I to this Report.
The observations contained in the Secretarial Audit Report are self
explanatory.
The Board has appointed M/s Munish K Sharma & Associates Company
Secretaries, as Secretarial Auditor of the Company for the financial
year 2015-16.
13. DISCLOSURES
VIGIL MECHANISM
A vigil mechanism of the Company which also includes a Whistle Blower
Policy pursuant to Section 177(9) & 10 of Companies Act, 2013, has also
been established and can be accessed on the Company website.
AUDIT COMMITTEE
The Audit Committee comprises Independent Directors namely Shri. S. K.
Kataria (Chairman), Shri. Anant Kanoi, Shri. Suresh Vyas and Non
Independent Director Shri Deepto Roy as other member. All the
recommendations made by the Audit Committee were accepted by the Board.
NOMINATION AND REMUNERATION COMMITTEE
Details pertaining to composition of Nomination and Remuneration
Committee are included in the Corporate Governance Report.
MEETINGS OF THE BOARD
The Board of Directors met four times on 30 May, 2014, 12 August 2014,
12 November 2014 and 12 February 2015 during the financial year 2014-15
ending March 31, 2015. For further details, please refer report on
Corporate Governance of this Annual Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS.
There was no transaction of the nature covered under Section 186 of the
Companies Act, 2013.
EXTRACT OF THE ANNUAL RETURN
As required pursuant to Section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT 9 as a part of this Annual
Report as Annexure II.
PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
The information relating to conservation of energy, as required under
Section 217(1) (e) of the Companies Act, 1956 read with the Companies
(Disclosure of particulars in the Report of Board of Director) Rules
1988 as required to be disclosed under the Act, are provided in
Annexure III to this Report.
PARTICULARS OF EMPLOYEES
The table containing the names and other particulars of employees in
accordance with the provisions of 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 appended as
Annexure IV to this Report.
The Company does not have any employee employed throughout the
financial year and in receipt of remuneration of Rs.60 Lakh or more, or
employed for part of the year and in receipt of Rs.5 Lakh or more a
month, under Rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014.
FIXED DEPOSITS
The Company has not invited or accepted any deposits during the year
under review or in the past and hence no amount of principal or
interest was outstanding as of the Balance Sheet date.
SIGNIFICANT & MATERIAL ORDERS:
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company's
operations in future.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013.
No case was reported and or filed during the year under the aforesaid
Act.
14. LISTING OF SECURITIES
The Shares of the Company are listed with The Bombay Stock Exchange
Limited, Pheroze Jeejeebhoy Towers, Dalal Street, Mumbai. (Scrip Code:
517258). It is confirmed that the Company has paid Annual Listing Fee
up to the Current Financial Year to BSE.
15. ENVIRONMENTAL PROTECTION, HEALTH AND SAFETY
During the year, the Company enhanced its efforts to address Health,
Safety and Environment matters. The Safety & Health of employees and
external stakeholders are embedded in the core organizational values of
the Company. The HSE policy aims to ensure safety of public employees,
plant & equipment, ensure compliance with all statutory rules and
regulations, imparting training to its employees, carrying out safety
audits of its facilities, and promoting eco - friendly activities.
The Company continues to maintain excellent track record on safety. The
site had no accidents during the year 2014-15. PEL also has a Workman
Safety Committee under section 41G of Factories Act 1948.This Committee
meets at regular intervals to take measures for worker's protection in
order to make PEL a safe place to work.
16. CAUTIONARY STATEMENT
Certain Statements made in Management Discussion & Analysis Report
relating to the Company objectives, projections, outlook, expectations,
estimates etc. may constitute 'forward looking statements' within the
meaning of applicable laws & regulations. Actual results may differ
from such expectations, projections etc. whether express or implied.
17. ACKNOWLEDGMENTS
Your Directors express their deep appreciation and gratitude for the
valuable support received from Punjab National Bank, its Customers,
Business Associates, Government Departments and Shareholders and look
forward to similar support and co-operation in future. Your directors
appreciate the sincere efforts put in by the employees at all levels.
FOR AND ON BEHALF OF THE BOARD
Place: Noida
Date: August 14th, 2015 Chairperson
Mar 31, 2014
Dear members,
The Directors have pleasure in presenting the 35th Annual Report on
the business and operations of the Company along with the Audited
Statements of Accounts for the Financial Year ended March 31, 2014.
1. FINANCIAL RESULTS
Your Company''s performance during the year as compared with that during
the previous year is summarized below:
(Rs. in million)
PARTICULARS CURRENT YEAR PREVIOUS YEAR
Revenue* 134 204
Profit before Depreciation, (26) 37
Interest, & Tax
Depreciation 12 13
Finance Cost 6 11
Net profit before Tax (44) 13
Provision for Tax (22) 4**
Net profit / (loss) after tax (22) 9
* Revenue is net of Excise duty, VAT, Sales tax & Service Tax.
**Provision for tax has decreased due to Deferred Tax
2. DIVIDEND
In view of conservation of financial resources of the Company, your
directors do not recommend any dividend for the financial year under
review.
MANAGEMENT DISCUSSION AND ANALYSIS
3. FINANCIAL AND OPERATIONAL PERFORMANCE
Overall revenue of the Company for the year ended 31st March, 2014 were
recorded at Rs.134 million as compared to previous Financial Year
(2012-13) revenue of Rs.204 million consequently the net profit after
tax was Rs.(22) million as against Rs.9 million achieved during the
previous year (2012-13). The performance was poor due to programs
against which the orders are in hand continue to be ''on hold''.
4. INDUSTRY STRUCTURE AND DEVELOPMENTS
National Telecom Policy (NTP) 2012 seeks to make India a ''global
manufacturing hub'' for telecommunications hardware is the single
largest growth driver for the indigenous hardware manufacturers. The
new NDA Government is committed to support local manufacturing.
India is one of the largest arms buyers in the international market.
Ministry of Defence is actively pursuing promotion of indigenous design
and manufacturing agenda under the new Government which will ensure
sustained growth of the indigenous defence private industry. Your
Company stands to benefit being well established in the sector.
5. OPPORTUNITIES, THREATS, RISK & CONCERNS
5.1 Opportunities
With the change in Government, the SME sector is receiving special
attention as this sector is well known for its contributions towards
employment and balanced regional development. A committee is being
formed to look into the issues related to this sector by the Government
which is expected to give its recommendations within 100 days. In
addition policy/procedure bottlenecks in Ministry of Telecom, Defence
and Railways to support local manufacturing are being addressed
earnestly. All this represents a huge opportunity for your Company.
5.2 Threats, Risk & Concerns
Your company is in the technology intensive sector wherein continuous
investments are required to keep pace with the latest in technology.
Foreign Original Equipment Manufacturers continue to be aggressive both
in pricing as well as technology release for Indian requirements due to
global recession.
Main Business Risks and Concerns are due to the fact that your Company
is dependent on business from the Government and quasi government
entities which are tender oriented and takes long time to fructify.
Liquidity management and retention of highly trained manpower is a
challenge.
6. SEGMENT -WISE PERFORMANCE
Company is structured into two businesses: Electronics &
Infrastructure.
6.1 Electronic Division
Telecom division revenue during the year ended 31st March, 2014 is
Rs.113.71 million as against Rs.69.86 million in the previous year
(2012-13) and the PBIT for the division decreased to Rs.(32.51) million
in the current financial year as against Rs.33.94 million in the
previous year. The division has suffered due to committed programs
being held up and delays in procurement.
6.2 Infrastructure Division
Infra division undertook a small work of Rs.1.8million for the DRDO lab
during the year. The expected bulk order against the MAFI program was
delayed and revenues under this program are expected in the current
financial year i.e. 2014-15. In addition, the division booked a
significant order from a foreign company that has received orders from
the Ministry of Defence. This order is under implementation.
7. OUTLOOK
The strategy pursued by the Company to offer a diversified product and
service portfolio to a wider customer base while keeping its technical
competence intact during the challenging cash crunch scenario, is
bearing result. The order book is getting healthy and the Company is
expected to deliver a positive result in the current Financial Year
i.e. 2014-15. The outlook is further buoyed with the policy directions
in the Union Budget by the NDA Government.
8. FINANCIAL FACILITIES
The Company continues to enjoy the support of its Banker Punjab
National Bank (PNB), Noida Branch for both fund and non-fund based
facilities.
9. ADEQUACY OF INTERNAL CONTROL
The Company continues to have a proper and adequate internal control
procedure commensurate with its size and nature of business. This
control procedure ensures efficient use and protection of resources,
compliance with established Company policy and guidelines and
compliance of statutes.
The Company has an internal auditor, which carries out independent
periodic audit. The scope of internal audit covers variety of
operational and financial matters and review of implementation of
recommendations made for corrective action. The prime object of such
audit is to test the adequacy, effectiveness and adherence of all
internal control laid down by the management and to suggest
improvement. Quarterly internal audit reports are reviewed in Audit
Committee.
10. HUMAN RESOURCE DEVELOPMENT
The Company has been successful in building a performance oriented
culture with high levels of engagement and empowerment in an
environment of teamwork. The focus has been on creating reserves
through cross functional and interdisciplinary exposure at all levels
to ensure redundancy and robustness in the organization. The morale of
the team is at a high level.
11. LEGAL PROCEEDINGS
Mr. Pradeep Kanodia, along with his son and Family HUF, have filed a
Company Petition before the Hon''ble Company Law Board under Ss. 397 and
398 of the Companies Act, 1956, being Pradeep Kanodia & Ors v Precision
Electronics Ltd & Ors, C.P. No. 162/ND of 2013. In the Petition, the
Petitioners have leveled allegations of oppression and mismanagement
against the Company and its Board of Directors.
It may be noted that the Petitioners had previously filed a similar
petition in 2012, being C.P. No. 123/ND/2012 raising similar
allegations. That Petition was dismissed as withdrawn by Order of the
Hon''ble CLB on 14.11.2012.
The allegations raised by Mr. Pradeep Kanodia in the Company Petition
are totally unfounded and misplaced; the Company has sought legal
advice on the issues raised in the Petition and is vigorously defending
the same.
Further, given the allegations by the Petitioners that a settlement
agreement was entered into between Mr. Pradeep Kanodia and Mr. Ashok
Kanodia which affected the interests of the Company; and having come to
the conclusion that a private arrangement between Mr. Pradeep Kanodia
and Mr. Ashok Kanodia, if it exists, cannot bind the Company; the Board
of Directors have empowered independent directors Mr. Suresh Vyas and
Mr. S. K. Kataria to take decisions on all legal actions that are
necessary to protect the best interest of the Company and its
shareholders.
The hearings in the matter are ongoing.
12. CAUTIONARY STATEMENT
Certain Statements made in Management Discussion & Analysis Report
relating to the Company objectives, projections, outlook, expectations,
estimates etc. may constitute ''forward looking statements'' within the
meaning of applicable laws & regulations. Actual results may differ
from such expectations, projections etc. whether express or implied.
Several factors could make significant difference to the Company''s
operations. These include climatic conditions and economic conditions
affecting demand and supply, Government regulations and taxations,
natural calamities etc. on which the Company does not have any direct
control.
13. REGISTRAR & TRANSFER AGENT
The Registrar and Transfer Agent is:
M/s Skyline Financial Services Pvt. Ltd.
D-153/A, First Floor, Okhla Industrial Area New Delhi-110 020
Contact No.-011-26812682-83/64732681-88
14. ENVIRONMENTAL PROTECTION, HEALTH AND SAFETY
During the year, the Company enhanced its efforts to address Health,
Safety and Environment matters and attain sustainable performance at
all workplaces and beyond. As a responsible corporate citizen your
Company acts on the belief that environment protection are not just
preferred responses but our basic responsibility and the right way to
do business.
The Safety & Health of employees and external stakeholders are embedded
in the core organizational values of the Company. The HSE policy aims
to ensure safety of public employees, plant & equipment, ensure
compliance with all statutory rules and regulations, imparting training
to its employees, carrying out safety audits of its facilities, and
promoting eco - friendly activities.
The Company continues to maintain excellent track record on safety. The
site had no accidents during the year 2013-14. PEL also has a Workman
Safety Committee under section 41G of Factories Act 1948. This
Committee meets at regular intervals to take measures for worker''s
protection in order to make PEL a safe place to work.
15. PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information relating to conservation of energy, as required under
Section 217(1) (e) of the Companies Act, 1956 read with the Companies
(Disclosure of particulars in the Report of Board of Director) Rules
1988 is annexed hereto marked Annexure- I and form part of this Report.
16 CORPORATE GOVERNANCE
In compliance with the requirements of Clause 49 of the Listing
Agreement with BSE, a separate report on Corporate Governance along
with the Practising Company Secretary''s Certificate on its compliance
forms a part the Annual Report.
17. FIXED DEPOSITS
The Company has not invited or accepted any Fixed Deposits from the
Public under section 58A of the Companies Act, 1956 during the year
under review and hence no amount of principal or interest was
outstanding as of the Balance Sheet date.
18. DIRECTORS
The Board consists of Executive and Non-Executive Directors including
Independent Directors who have wide and varied experience in different
disciplines of corporate functioning.
Section 149 warrants that an independent director shall hold office for
a term up to five consecutive years on the Board of the Company. Hence,
it is decided to fix the tenure of the Independent Directors of the
Company in the Annual General Meeting of the Company. Following are the
independent directors of the Company.
1. Mr. Anant Kanoi
2. Mr. Suresh Vyas
3. Mr. Sharvan Kumar Kataria
In accordance with the provisions of Section 152(6) of the Companies
Act, 2013, Mr. Rahul Goenka, Non-Executive Director of the Company
retire by rotation at the ensuing Annual General Meeting and being
eligible,offer himself for re-appointment.
Information on the particulars of Director eligible for re-appointment
in terms of Clause 49 of the Listing Agreement has been provided in the
notes convening the Annual General Meeting.
In order to comply with Companies Act, 2013, which came in effect from
1st April, 2013 and the amended Listing Agreement which comes into
effect from 1st October, 2014, the Board of Directors of the Company
need to be reconstituted by inducting three Directors under section
160. Accordingly, discussions are ongoing for such appointments.
19. DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956 with respect
to Directors Responsibility Statement, it is hereby confirmed:
1) That in the preparation of the accounts for the Financial Year ended
31st March, 2014, the applicable Accounting Standards have been
followed along with proper explanations relating to material
departures;
2) That 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 of the Company for the year under review.
3) That the Directors have taken proper and sufficient care 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 and detecting fraud and other
irregularities;
4) That the Directors have prepared the accounts for the Financial Year
ended 31st March, 2014 on a ''going concern'' basis
20. AUDITORS
The retiring Auditors of the Company M/s Rajendra K. Goel & Co.,
Chartered Accountants, retire at the conclusion of the ensuing AGM and
being eligible, offer themselves for re-appointment. The Company has
received a certificate under Section 141 from them that their
re-appointment, if made, would be within the prescribed limits under
Section 139 read with Section 141 of the Companies Act, 2013.
21. COST AUDITORS
Electrical & Electronic Product attract Cost Audit w.e.f. 24th January,
2012 vide Central Order No. 52/26/CAB/2010. Hence the Company is
required to get its cost record audited. M/s V.K. Dube & Co., Cost
Accountants, is re-appointed as Cost Auditors of the Company. Central
Government has issued Companies (Cost Records and Audit) Rules, 2014
(the Rules) vide GSR 425 (E) dated 30th June 2014 published in Extra
Ordinary Gazette dated 1st July 2014. Said Rules have superseded the
above mentioned Order No. 52/26/CAB/2010 and the Company is not
covered, either for audit or maintenance of cost records, as per extant
Rules. However, Cost Auditor for the current year has already been
appointed prior to notification of Rules; in light of the changed
provision of the law, Board of Directors have decided not to go for
cost audit of the Company.
Particulars of Cost Auditors'' are mentioned below:
Name of the Cost Auditor''s Firm V.K. Dube & Co., Cost Accountants
Membership Number of Cost Auditor 00343
Address: T II/206, Gulmohar Enclave,
Nehru Nagar III,
Ghaziabad, U.P
E-mail id [email protected]
22. LISTING OF SECURITIES
The Shares of the Company are listed with The Bombay Stock Exchange
Limited, Pheroze Jeejeebhoy Towers, Dalal Street, Mumbai. (Scrip Code:
517258). It is confirmed that the Company has paid Annual Listing Fee
up to the Current Financial Year to BSE.
23. PARTICULARS OF THE EMPLOYEES
There was no employee in the Company who if employed throughout the
year was in receipt of remuneration of Rs. 60,00,000/- per annum and
above and if employed for the part of year was in receipt of
remuneration of Rs. 5,00,000/- per month and above. Thus, the
provisions of Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employee) Rules, 1975 are not applicable.
24. ACKNOWLEDGMENTS
Your Directors express their deep appreciation and gratitude for the
valuable support received from Punjab National Bank, its Customers,
Business Associates, Government Departments and Shareholders and look
forward to similar support and co-operation in future. Your directors
appreciate the sincere efforts put in by the employees at all levels.
FOR AND ON BEHALF OF THE BOARD
Sd/-
Ashok K Kanodia
Chairman
Place: Noida
Date: August 12th, 2014
Mar 31, 2013
To The Members of Precision Electronics Ltd.,
The Directors have pleasure in presenting the 34th Annual Report on
the business and operations of the Company along with the Audited
Statements of Accounts for the Financial Year ended March 31, 2013.
1. FINANCIAL RESULTS
Your Company''s performance during the year as compared with that during
the previous year is summarized below:
(Rs. in million)
PARTICULARS CURRENT YEAR PREVIOUS YEAR
Revenue* 204 371
Profit before Depreciation,
Interest, & Tax 37 32
Depreciation 13 15
Finance Cost 11 15
Net profit before Tax 13 1
Provision for Tax 4 11**
Net profit after tax 9 (10)
*Revenue is net of Excise duty, VAT, Sales tax & Service Tax. **
Provision for tax has increased due to Deferred Tax
2. DIVIDEND
In view of conservation of financial resources of the Company, your
directors do not recommend any dividend for the financial year under
review.
3. REGISTRAR & TRANSFER AGENT
The Registrar and Transfer Agent is: M/s Skyline Financial Services
Pvt. Ltd. D-153/A First Floor, Okhla Industrial Area New Delhi-110 020
Contact No.-011-30857575
4. ENVIRONMENTAL PROTECTION, HEALTH AND SAFETY
During the year, the Company enhanced its efforts to address to Health,
Safety and Environment matters and attain sustainable performance at
all workplaces and beyond. As a responsible corporate citizen your
Company acts on the belief that environment protection are not just
preferred responses but our basic responsibility and the right way to
do business.
The Safety & Health of employees and external stakeholders are embedded
in the core organizational values of the Company. The HSE policy aims
to ensure safety of public employees, plant & equipment, ensure
compliance with all statutory rules and regulations, imparting training
to its employees, carrying out safety audits of its facilities, and
promoting eco - friendly activities.
The Company continues to maintain excellent track record on safety. The
site had no accidents during the year 2012-13. PEL also has a Workman
Safety Committee under section 41G of Factories Act 1948.This Committee
meets at regular intervals to take measures for worker''s protection in
order to make PEL a safe place to work.
5. PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information relating to conservation of energy, as required under
Section 217(1) (e) of the Companies Act, 1956 read with the Companies
(Disclosure of particulars in the Report of Board of Director) Rules
1988 is annexed hereto marked Annexure- I and form part of this Report.
6. CORPORATE GOVERNANCE
In compliance with the requirements of Clause 49 of the Listing
Agreement with BSE, a separate report on Corporate Governance along
with the Auditors'' Certificate on its compliance forms a part the
Annual Report.
7. FIXED DEPOSITS
The Company has not invited or accepted any Fixed Deposits from the
Public under section 58A of the Companies Act, 1956 during the year
under review and hence no amount of principal or interest was
outstanding as of the Balance Sheet date.
8. DIRECTORS
The Board consists of Executive and Non-Executive Directors including
Independent Directors who have wide and varied experience in different
disciplines of corporate functioning.
In accordance with the provisions of Section 256 of the Companies Act,
1956 and Article 133 of the Article of Association of the Company, Mr.
Rahul Goenka and Mr. Sharvan Kumar Kataria Directors of the Company
retire by rotation at the ensuing Annual General Meeting and being
eligible, offer themselves for re- appointment. The resolution for the
same has been included in the notice of Annual General Meeting
scheduled to be held on 21st September, 2013.
Pursuant to the provisions of Section 260 of the Companies Act, 1956
and Articles of Association of the Company, Mr. Suresh Vyas was
appointed as Additional Director of the Company w.e.f. 3rd November,
2012 and shall hold the office till the date of the ensuing Annual
General Meeting. Your Company has received notice in writing proposing
his candidature along with the requisite deposit pursuant to the
provisions of Section 257 of the Companies Act, 1956. Your Directors
recommend his appointment.
9. DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956 with respect
to Directors Responsibility Statement, it is hereby confirmed:
1) That in the preparation of the accounts for the Financial Year ended
31st March, 2013 the applicable Accounting Standards have been followed
along with proper explanations relating to material departures;
2) That 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 of the Company for the year under review.
3) That the Directors have taken proper and sufficient care 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 and detecting fraud and other
irregularities;
4) That the Directors have prepared the accounts for the Financial Year
ended 31st March, 2013 on a ''going concern'' basis.
10. AUDITORS
The Statutory Auditors of the Company, M/s Rajendra K. Goel & Co.,
retire at this year''s Annual General Meeting and have sought their
re-appointment. M/s Rajendra K. Goel & Co., Chartered Accountants, New
Delhi has confirmed that their re-appointment, if made, would be within
the prescribed limits under Section 224(1-B) of the Companies Act,
1956.
Their being no audit observations in Auditors'' Report, no further
explanations are required.
Pursuant to Section 233B of the Companies Act, 1956 and other relevant
provisions, rules and regulations issued by the Central Government
regarding Cost Audit, your Company was required to carry out and submit
the Cost Compliance Report for manufacturing of Telecommunication
equipments, Printed Circuit Board. The Company had appointed M/s V.K.
Dube & Co. Cost Auditors to carry the inspection and audit of cost
records of the Company and after due inspection and audit, they submit
their Cost Compliance Report of the above products for the financial
year 2011-12 to the Board of Directors. Board of Directors of the
Company approved the said report in the meeting dated 21st January,
2013. The Company also file the Cost Compliance Report to the Central
Government in XBRL format vide Form A on 23rd February, 2013.
In the notification issued by the Central Government, manufacturing of
Telecommunication equipments is covered under the Cost Audit for the
Financial Year 2012-13. M/s V.K. Dube, Cost Auditors is reappointed as
Cost Auditor for the financial year 2012-13.
11. LISTING OF SECURITIES
The Shares of the Company are listed with The Bombay Stock Exchange
Limited, Pheroze Jeejeebhoy Towers, Dalal Street, Mumbai. (Scrip Code:
517258). It is confirmed that the Company has paid Annual Listing Fee
up to the Current Financial Year to BSE.
12. PARTICULARS OF THE EMPLOYEES
There was no employee in the Company who if employed throughout the
year was in receipt of remuneration of Rs. 60,00,000/- per annum and
above and if employed for the part of year was in receipt of
remuneration of Rs. 5,00,000/- per month and above. Thus, the
provisions of Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employee) Rules, 1975 are not applicable.
13. ACKNOWLEDGMENTS
Your Directors express their deep appreciation and gratitude for the
valuable support received from Punjab National Bank, its Customers,
Business Associates, Government Departments and Shareholders and look
forward to similar support and co-operation in future. Your directors
appreciate the sincere efforts put in by the employees at all levels,
which enabled the Company to achieve the performance during the year.
FOR AND ON BEHALF OF THE BOARD
Place: Noida ASHOK K. KANODIA
Date: May23, 2013 MANAGING DIRECTOR
Mar 31, 2012
To The Members of Precision Electronics Ltd.,
The Directors have pleasure in presenting the 33rd Annual Report on
the business and operations of the Company along with the Audited
Statements of Accounts for the financial year ended March 31,2012.
1. FINANCIAL RESULTS
Your Company's performance during the year as compared with that during
the previous year is summarized below
(in Million)
PARTICULARS CURRENT YEAR PREVIOUS YEAR
Revenue* 371 258
Profit before Depreciation,
Interest, & Tax 32 28
Depreciation 15 17
Finance Cost 15 9
Net profit before Tax 1 2
Provision for Tax* * 11 (1)
Net profit after Tax (10) 3
*Revenue is net of Excise duly, VAT, Sales tax & Service Tax.
* * Provision for tax has increased due to Deferred Tax
2. DIVIDEND
In view of conservation of financial resources of the Company, your
directors do not recommend any dividend for the financial year under
review.
3. REGISTRAR & TRANSFER AGENT
The Registrar and Transfer Agent is:
M/s Skyline Financial Services Pvt. Ltd.
D-153/A First Floor, Okhla Industrial Area
New Delhi-110 020
Contact No .-011 -26812682-84
4. ENVIRONMENTAL PROTECTION, HE ALTH AND SAFETY
During the year, the Company enhanced its efforts to address to Health,
Safety and Environment matters and attain sustainable performance at
all workplaces and beyond. As a responsible corporate citizen your
Company act on the belief that environment protection are not just
preferred responses but our basic responsibility and the right way to
do business.
The Safety & Health of employees and external stakeholders are embedded
in the core organizational values of the Company. The HSE policy aims
to ensure safety of public employees, plant & equipment, ensure
compliance with all statutory rules and regulations, imparting training
to its employees, carrying out safety audits of its facilities, and
promoting eco - friendly activities.
The Company continues to maintain excellent track record on safety. The
site had no accidents during the year 2011 -12. PEL also has a Workman
Safety Committee under section 41G of Factories Act 1948.This Committee
meets at regular intervals to take measures for worker's protection in
order to make PEL a safe place to work.
5. PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
The information relating to conservation of energy, as required under
Section 217(1) (e) of the Companies Act, 1956 read with the Companies
(Disclosure of particulars in the Report of Board of Director) Rules
1988 is annexed hereto marked Annexure-1 and form part of this Report.
6. CORPORATE GOVERNANCE
In compliance with the requirements of Clause 49 of the Listing
Agreement with BSE, a separate report on Corporate Governance along
with the Auditors' Certificate on its compliance forms a part the
Annual Report.
7. FIXED DEPOSITS
The Company has not invited or accepted any fixed deposits from the
public under section 58 A of the Companies Act, 1956 during the year
under review and hence no amount of principal or interest was
outstanding as of the Balance Sheet date.
8. DIRECTORS
The Board consists of executive and non-executive directors including
independent directors who have wide and varied experience in different
disciplines of corporate functioning.
In accordance with the provisions of Section 256 of the Companies Act,
1956 and Article 133 of the Article of Association of the Company, Mr.
Pradeep Kanodia and Mr. Anant Kanoi, Directors of the Company retire by
rotation at the ensuing Annual General Meeting and being eligible,
offer himself for re-appointment. The resolution for the same has been
included in the notice of Annual report scheduled to be held on 25th
September, 2012.
9. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956 with respect
to Directors Responsibility Statement, it is hereby confirmed:
1. That in the preparation of the accounts for the financial year ended
31 st March, 2012 the applicable accounting standards have been
followed along with proper explanations relating to material
departures;
2. That 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 of the Company for the year under review.
3. That the Directors have taken proper and sufficient care 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 and detecting fraud and other
irregularities;
4. That the Directors have prepared the accounts for the financial year
ended 31st March, 2012 on a 'going concern' basis.
10. AUDITORS
The Statutory Auditors of the Company, M/s Rajendra K. Goel & Co.,
retire at this year's Annual General Meeting and have sought their
re-appointment. M/s Rajendra K. Goel & Co., Chartered Accountants, New
Delhi has confirmed that their re-appointment, if made, would be within
the prescribed limits under Section 224(1 B) of the Companies Act,
1956.
Their being no audit observations in Auditors' Report, no further
explanations are required.
11. LISTING OF SECURITIES
The Shares of the Company are listed with BSE, Pheroze Jeejeebhoy
Towers, Dalai Street, Mumbai. (Scrip Code: 517258). It is confirmed
that the Company has paid Annual Listing Fee up to the current
financial year to BSE.
12. PARTICULARS OF THE EMPLOYEES
There was no employee in the Company who if employed throughout the
year was in receipt of remuneration of Rs.60,00,000/- per annum and
above and if employed for the part of year was in receipt of
remuneration of Rs.5,00,000/- per month and above. Thus, the provisions
of Section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employee) Rules, 1975 are not applicable.
13. ACKNOWLEDGMENTS
Your Directors express their deep appreciation and gratitude for the
valuable support received from Punjab National Bank, its customers,
business associates and shareholders and look forward to similar
support and co-operation in future. Your directors appreciate the
sincere efforts put in by the employees at all levels, which enabled
the Company to achieve the performance during the year.
FOR AND ON BEHALF OF THE BOARD
Place : New Delhi (ASHOK KANODIA)
Date : May 30, 2012 MANAGING DIRECTOR
Mar 31, 2011
The Members of
Precision Electronics Ltd.,
The Directors have pleasure in presenting the 32nd Annual Report on
the business and operations of the Company along with the Audited
Statements of Accounts for the financial year ended March 31,2011.
1. FINANCIAL RESULTS
Your Company's performance during the year as compared with that during
the previous year is summarized below:
(Rs. in Million)
I PARTICULARS CURRENT YEAR PREVIOUS YEAR
Revenue* 258 299
Profit before Depreciation,
Interest, & Tax 28 30
Depreciation 17 18
Net Profit before Tax 2 1
Provision for Tax** (1) 1
Net profit after Tax 3 0.02
Profit brought forward from Balance
Sheet 99 99
Amount available fro appropriation 102 99
Appropriation: Transfer to
General Reserve - -
Profit Carried forward to Balance Sheet 102 99
*Revenue is net of Excise duty, VAT, Sales tax & Service Tax.
**Provision for tax is in negative due to Deferred Tax.
2. DIVIDEND
In view of conservation of financial resources of the Company, your
directors do not recommend any dividend for the financial year under
review.
12. REGISTRAR & TRANSFER AGENT
The Registrar and Transfer Agent is:
M/s Skyline Financial Services Pvt. Ltd.
D-153/AFirst Floor, Okhla Industrial Area
NewDelhi-110020
ContactNo.-Ol 1-30857575
13. ENVIRONMENTAL PROTECTION, HEALTH AND SAFETY
During the year, the Company enhanced its efforts to address to Health,
Safety and Environment matters and attain sustainable performance at
all workplaces and beyond. As responsible Corporate Citizen your
Company act on the belief that environment protection are not just
preferred responses but our basic responsibility and the right way to
do business.
The Safety & Health of employees and external stakeholders are embedded
in the core organizational values of the Company. The HSE policy aims
to ensure safety of public employees, plant & equipment, ensure
compliance with all statutory rules and regulations, imparting training
to its employees, carrying out safety audits of tis facilities, and
promoting eco - friendly activities.
The Company continues to maintain excellent track record on safety. The
site had no accidents during the year 2010-11. PEL also has Workman
Safety Committee under section 41G of Factories Act 1948. This
Committee meets at regular intervals to take measures for worker's
protection in order to make PEL a safe place to work.
14. PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
The information relating to conservation of energy, as required under
Section 217( 1) (e) of the Companies Act, 1956 read with the Companies
(Disclosure of particulars in the Report of Board of Director) Rules
1988 is annexed hereto marked Annexure-1 and form part of this Report.
15. CORPORATE GOVERNANCE
In compliance with the requirements of Clause 49 of the listing
Agreement with BSE, a separate report on Corporate Governance along
with theAuditors' Certificate on its compliance forms a part the Annual
Report.
16. FIXED DEPOSITS
The Company has not invited or accepted any fixed deposits from the
public under section 58A of the Companies Act, 1956 during the year
under review and hence no amount of principal or interest was
outstanding as of the Balance Sheet date.
17. DIRECTORS
The Board consists of Executive and Non-Executive Directors including
Independent Directors who have wide and varied experience in different
disciplines of corporate functioning.
In accordance with the provisions of Section 256 of the Companies Act,
1956 and Article 133 of the Article of Association of the Company, Sh.
Rahul Goenka and Sh. S C Choudhary, Directors of the Company retire by
rotation at me ensuing Annual General Meeting and being eligible, offer
himself for re-appointment. The resolution for the same has been
included in the notice of Annual Report scheduled to be held on 10th
September,2011.
18. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956 with respect
to Directors Responsibility Statement, it is hereby confirmed:
1) That in me preparation of the accounts for the financial year ended
31st March,2011 the applicable accounting standards have been followed
along with proper explanations relating to material departures;
2) That 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 of die Company for me year under review.
3) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with me
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4) That the Directors have prepared the accounts for the financial year
ended 31" March, 2011 on a 'going concern'basis.
19.AUDITORS
The Statutory Auditors of the Company, M/s Rajendra K. Goel & Co.,
retire at this year's Annual General Meeting and have sought their
re-appointment. M/s Rajendra K. Goel & Co., Chartered Accountants, New
Delhi has confirmed that their re-appointment, if made, would be within
the prescribed limits under Section 224( 1 -B) of the Companies Act,
1956.
Their being no audit observations in Auditors' Report, no further
explanations are required.
20. LISTING OF SECURITIES
The Shares of the Company are listed with BSE, Pheroze Jeejeebhoy
Towers, Dalai Street, Mumbai. (Scrip Code: 517258). It is confirmed
that the Company has paid Annual Listing Fee upto the current financial
year to BSE.
21. PARTICULARS OFTHE EMPLOYEES
There was no employee in the Company who if employed throughout the
year was in receipt of remuneration of Rs. 60,00,000/- per annum and
above and if employed for the part of year was in receipt of
remuneration of Rs.5,00,000/- per month and above. Thus, the provisions
of Section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employee) Rules, 1975 are not applicable.
22.ACKNOWLEDGMENTS
Your Directors express their deep appreciation and gratitude for the
valuable support received from Punjab National Bank, its customers,
business associates and shareholders and look forward to similar
support and co-operation in future. Your Directors appreciate the
sincere efforts put in by the employees at all levels, which enabled
the Company to achieve the performance during the year.
FOR AND ON BEHALF OF THE BOARD
(ASHOK KANODIA) (PRADEEP KANODIA)
Managing Director Executive Director
Place: New Delhi
Date: 18.05.2011
Mar 31, 2010
The Directors have pleasure in presenting the 31st Annual Report on
the business and operations of the Company along with the Audited
Statements of Accounts for the financial year ended March 31,2010.
1. PERFORMANCE OF THE COMPANY
Summary of the financial results is as under: (Rs. in Million)
PARTICULARS CURRENT YEAR PREVIOUS YEAR
Revenue 309 397
Profit before Depreciation,
Interest, & Tax 30 52
Depreciation 18 15
Interest 11 4
Net Profit before Tax 1 33
Provision for Tax 1 (5)*
Net profit after Tax 02 38
Profit brought forward
from Balance Sheet 99 61
Amount available fro appropriation 99 99
Appropriation: Transferto
General Reserve
Profit Carried froward
to Balance Sheet 99 99
*Provisionfor tax is in negative due to Deferred Tax
2. DIVIDEND
In view of conservation of financial resources of the Company, your
directors do not recommend any dividend for the financial year under
review.
14.REGISTRAR & TRANSFERAGENT
The Registrar and Transfer Agent is:
M/s Skyline Financial Services Pvt. Ltd.
246, 1st Floor, Sant Nagar, East of Kailash,
New Delhi-110065
Tel:+91-1130845326/45
15.ENVIRONMENTAL PROTECTION, HEALTHAND SAFETY
As a responsible corporate citizen your Company act on the belief that
environment protection are not just preferred responses but our basic
responsibility and the right way to do business. EHS continues to
receive highest priority in all operational and functional areas at
factory. The Company continues to maintain excellent track record on
safety. The site hadno accidents during the year 2009-10. PELalso
hasaWorkman safety Committee under section 41GoffactoriesAct 1948.This
Committee meets at regular intervals to take measures for workers
protection in order to make PEL a safe place to work.
16. PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND
FOREIGN EXCHANGEEARNINGS AND OUTGO
The information relating to conservation of energy, as required under
Section 217(1) (e) of the CompaniesAct, 1956 read with the Companies
(Disclosure of particulars in the Report of Board of Director) Rules
1988 is annexed hereto marked Annexure-I and form partof this Report.
17.CORPORATE GOVERNANCE
In compliance with the requirements of Clause 49 of the Listing
Agreement with BSE, a separate report on Corporate Governance along
with theAuditors Certificate on its compliance formsapart theAnnual
Report.
18.FIXED DEPOSITS
The Company has not invited or accepted any fixed deposits from the
public under section 58Aof the Companies Act, 1956 during the year
under review and hence no amount of principal or interest was
outstanding as of the Balance Sheet date.
19.DIRECTORS
The Board consists of executive and non-executive directors including
independent directors who have wide and varied experience in different
disciplines ofcorporate functioning.
In accordance with the provisions of Section 256 of the Companies Act,
1956 and Article 133 of the Article of Association of the Company, Mr.
Anant Kanoi and Mr. Ashok Kanodia (Managing Director) of the Company
retire by rotation at the ensuing Annual General Meeting and being
eligible, offer himself for re-appointment. The resolution for
thesamehas been included in the notice of Annual report scheduled to be
heldon September17,2010.
20.DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956 with respect
to Directors Responsibility Statement, it is hereby confirmed:
1) That in the preparation of the accounts for the financial year ended
31st March, 2010 the applicable accounting standards have been followed
along with proper explanations relating to material departures;
2) That 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 of the Company for the year under review.
3) That the Directors have taken proper and sufficient care 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 and detecting fraud and other
irregularities;
4) That the Directors have prepared the accounts for the financial year
ended 31st March, 2010 on a going concern basis.
21.AUDITORS
The Statutory Auditors of the Company, M/s Rajendra K. Goel & Co.,
retire at this years Annual General Meeting and have sought their
re-appointment. M/s Rajendra K. Goel & Co., Chartered Accountants, New
Delhi has confirmed that their re-appointment,if made, would be within
the prescribed limits under Section 224(1-B)of the CompaniesAct, 1956.
Their being noaudit observationsinAuditors Report, no further
explanations are required.
22.LISTING OF SECURITIES
The Shares of the Company are listed with BSE, Pheroze Jeejeebhoy
Towers, Dalal Street, Mumbai. (Scrip Code: 517258). Itis confirmed
that the Company has paid Annual Listing Fee upto the current financial
yearto BSE.
23.PARTICULARS OF THE EMPLOYEES
Information in accordance with the provisions Section 217(2A) of the
Companies Act, 1956 read with Companies (Particularsof Employees)
Rules, 1975as amended forms part ofthis report and marked asAnnexure
II.
24.ACKNOWLEDGMENTS
Your Directors express their deep appreciation and gratitude for the
valuable support received from Punjab National Bank, its customers,
business associates and shareholders and look forward to similar
support and co-operation infuture. Your directors appreciate the
sincere efforts put in by the employees at all levels, which enabled
the Company to achieve the performance during the year.
FOR AND ON BEHALF OFTHE BOARD
Place: New Delhi (ASHOK KANODIA) (PRADEEP KANODIA)
Date: 27.05.2010 Managing Executive Director