Mar 31, 2015
To,
The Members of
Shree Pacetronix Limited, Pitham pu r-454775
The directors are pleased to present the 27th Annual Report together
with the Audited financial Statement for the year ended 31st March,
2015.
1. STATE OF AFFAIRS, FINANCIAL PERFORMANCE AND FUTURE OUTLOOK :
1.1 Financial Results highlights and summary (Rs. in lacs)
Particulars As on 31.03.2015 As on 31.03.2014
Total Income 626.90 684.22
Less : Total Expenditures 527.47 554.29
Profit before Interest,
Tax & Depreciation 99.43 129.93
Less : Financial Charges 40.57 45.68
Less : Depreciation 67.69 51.47
Profit before tax -8.83 32.78
Less: Provision for
tax-Current Tax
Deferred Tax 6.40-11.58 4.176.68
Profit/(Loss) after tax -3.65 21.93
1.2 OPERATIONS AND FUTURE OUTLOOK :
During the year under review your company has recorded total turnover
of Rs. 626.90 Lacs which is lower than the last year's sales, at the
other hand the revenue of the company has also been effected due to
lower turnover and higher overhead cost and manufacturing expenses the
bottom line of the Company has turned into negative and the Company has
incurred losses against the handsome profit in comparison of last few
years. Your directors are working hard to reduce the cost and improve
the financial performance of the Company in the years to come.
Manufacturing of Medical Device such as Pacemakers plays very crucial
and important role in the growth structure of Pharmaceutical
Industries, which is not material in monetary terms but a valuable life
saving device. The R & D department of the Company is continuously
working on the development of advanced new products as well as
up-gradation of existing products. With the improved quality of
pacemakers, the demand of the products manufactured by your Company is
expected to grow with a faster pace which will lead to higher
profitability in the years to come. However, at present no one can say
with absolute certainty how the financial crisis will impact the real
economy and therefore, the company's performance.
1.3 Change in nature of Business
During the year there was no change in business activity of the
company.
1.4 Changes in Share Capital
During the Financial Year 2014-15 there was no change in capital
structure of the company. The paid up equity capital as on March 31,
2015 was Rs.359.94 Lacs. During the year under review, the company has
not issued shares with differential voting rights nor has granted any
stock option or sweat equity shares.
1.5 Revision of annual financial statement
There was no case of revision in financial statement during the year.
2. Transfer To Reserves
During the year the Company has not transferred any amount to the
reserves.
3. Dividend
Your directors do not recommend any dividend due to losses in current
financial year. However during the year the company has deposited
amount of unclaimed dividend of Rs. 2,69,444/- to Investor Education
and Protection Fund
4. Deposits
During the year under review, your Company did not accept any deposits
within the meaning of provisions of Chapter V - Acceptance of Deposits
by Companies of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014.
5. Material changes and commitments after the end of Financial Year
There are no material changes and commitments affecting financial
position of the company which have occurred between the end of the
financial year of the company and date of the report.
6. Subsidiary, Associate Companies or Joint Venture :
The Company has one subsidiary Shree Co atomic Limited. The turnover of
the Subsidiary Company Shree Co atomic Limited is Rs. 51.68 lacs as
against Rs 127.52 lacs in the previous year. Profit before tax stood at
Rs.(3.38) lacs as against Rs. 1.03 lacs in the previous year. A
statement pursuant to Section 129 of the Companies Act, 2013 related to
the accounts of the subsidiary forms part of this Annual Report. The
consolidated financials form part of this annual report.
Policy for determining material subsidiaries of the Company is
available on the website of the Company www.pacetronix.com
The Company does not have any associate company or any joint venture or
Holding company.
7. Extracts of Annual Return
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of
Section 92 of the Companies Act 2013, read with Rule 12 of the
Companies (Management and Administration) Rules, 2014 the extracts of
the Annual Return as at March 31, 2015 forms part of this report as
Annexure I.
8. Number of Meetings of the Board
During the year under review the Board meets five times viz. May 30,
2014; July 31, 2014; October 30, 2014, January 30, 2015 and March 30,
2015. The details of meetings of the Board and the attendance of
Directors are provided in the Corporate Governance Report.
9. Directors' Responsibility Statement
In terms of Section 134(3) (c) of the Companies Act, 2013, your
Directors state that:
a. In the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed along with proper explanation
relating to material departures
b. The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit for
the year ended on that period;
c. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting frauds and other
irregularities.
d. The Directors had prepared the annual accounts on a going concern
basis.
e. The Directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
f. The Directors has devised proper system to ensure compliance with
the provisions of all applicable laws and that such system were
adequate and operating effectively.
10. Reporting of fraud by Statutory Auditors
There was no fraud in the Company; hence no reporting was made by
statutory auditors of the Company under sub-section (12) of section 143
of Companies Act, 2013.
11. Appointment and Declaration by independent directors
11.1 Appointment of independent directors
At the Annual General Meeting held on 29.09.2014, the members approved
the appointment of Mr. Sushil Patni, Mr. Praveen Badjatya and Mr. Anil
Rathi as Independent Directors of the Company for a term of 5 years to
hold the office till 31st March, 2019 who are not liable to retire by
rotation.
11.2 Declaration by independent directors
All Independent Directors of your Company have given a declaration
pursuant to Section 149(7) of the Companies Act, 2013 affirming
compliance to the criteria of Independence as laid down under Section
149(6) of the Companies Act, 2013 and Clause 49 of the Listing
Agreement with stock exchanges.
Based on the declaration(s) of Independent Directors, the Board of
Directors recorded its opinion that all Independent Directors are
independent of the Management and have fulfilled the conditions as
specified in the Companies Act, 2013, rules made there under as well as
concerning provisions of Clause 49 of the Listing Agreement with stock
exchanges.
11.3 Meetings of Independent Directors
During the year under review, a separate meeting of Independent
Directors was held on March 30, 2015, interlay, to discuss:
- evaluation of the performance of Non-Independent Directors and Board
of Directors as a whole;
- evaluation of the performance of the Chairman of the Company, taking
into account the views of the
Executive § evaluation of the quality, content and timelines of flow of
information between the management and the Board that is necessary for
the Board to effectively and necessarily perform its duties. All the
Independent Directors were present at the said Meeting.
11.4 Familiarization Programme
The Company shall through its Executive Directors / Senior Managerial
Personnel conduct programs / presentations periodically to familiarize
the Independent Directors with the strategy, operations and functions
of the Company
The details of familiarization programme have been posted in the
website of the Company under the web link -
http://www.pacetronix.com/FamiliarisationProgrammeforIndependent
Directors.pdf
12. Nomination & Remuneration Committee and Stakeholders Relationship
Committee
As per the requirement of Section 178 of the Companies Act, 2013 and
clause 49 of listing agreement the Company has constituted Nomination
and Remuneration Committee and Stakeholders Relationship Committee.
The Composition of the above Committees, their terms of reference
detailed in the report of Corporate Governance.
13. Remuneration Policy
Information regarding Directors' Remuneration Policy and criteria for
determining qualifications, positive attributes, independence of a
director and other matters provided under sub-section (3) of section
178 are given in Annexure II forming part of this report.
14. Auditors
14.1 Statutory Auditor
At the Annual General Meeting held on Monday, 29th September 2014, M/s.
S.R Naredi & Co., Chartered Accountants (ICAI Firm Registration No.
002818C), were appointed as statutory auditors of the Company to hold
office till the conclusion of the Annual General Meeting to be held in
the calendar year 2017. 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 S.R Naredi Co. Chartered Accountants, as
statutory auditors of the Company, is placed for ratification by the
shareholders. In this regard, the Company has received a certificate
from the auditors to the effect that if they are reappointed, it would
be in accordance with the provisions of section 141 of the Companies
Act, 2013.
Explanation to Auditor's Remark
The Board has duly reviewed the statutory Auditors Report on the
Accounts. The notes forming part of the accounts referred to in the
Auditors Report of the Company are self explanatory and do not call for
any further explanation
14.2 Secretarial Auditor
The Board has appointed Mr. Ashish Nayak, Practicing Company Secretary,
to conduct Secretarial Audit for the financial year 2014-15. The
Secretarial Audit Report for the financial year ended March 31, 2015 is
annexed herewith marked as Annexure III to this Report. In reply to the
qualification made by the Secretarial Auditor, the Board of Directors
stated that they have not find any suitable candidate for the post of
the Company Secretary, so there is non-compliance of Section 203 of the
Companies Act, non filing of Form MGT10 was mainly due to ambiguity and
uncertainty of the applicability of the same for the relevant period.
However, the company would ensure in future that all the provisions are
complied to the fullest extent and other comments are self explanatory
and do not call for any further explanation.
The Board in its meeting held on 10.08.2015 has appointed Ms. Shraddha
Jain, Practicing Company Secretary as Secretarial Auditor of the
Company to conduct Secretarial Audit for the financial year 2015-16.
14.3 Cost Record and Cost Audit
Your company does not falls within the provisions of Section 148 of
Company's Act, 2013 read with the Companies (Cost records & Audit)
Rules, 2014, therefore no such records required to be maintained.
15. Particulars of loans, guarantees or investments
Details of loans, guarantees and investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
Notes to the financial statements.
16. Particulars of contracts or arrangements with Related Parties
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in the ordinary
course of business and on an arm's length basis. During the year, the
Company had not entered into any contract / arrangement / transaction
with related parties which could be considered material in accordance
with the policy of the Company on materiality of related party
transactions.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be
accessed on the Company's website at www.pacetronix.com Suitable
disclosures as required under AS-18 have been made in the Notes to the
financial statements.
17. Conservation of Energy, technology absorption, foreign exchange
earnings and outgo Information as per Companies(Disclosure of
particulars in the Report of Board of Directors) Rules, 1988 relating
to conservation of energy, technology absorption, foreign exchange
earnings and outgo are given in Annexure IV forming part of this
report.
18. Risk Management
The Company has developed a Risk Management Policy which laid down the
procedures to inform to the Board about the risk assessment and
minimization procedures. The main aim to develop a risk management
policy is to identify, monitor and take precautionary measures in
respect of the events that may pose risks for the business.
19. Corporate Social Responsibility
Your company does not meet the requirements of Section 135 of Companies
Act, 2013 for establishing Corporate Social responsibility (CSR)
committee; therefore no such committee was established by the Board.
20. Performance Evaluation of the Board
Pursuant to the provisions section 134 of Companies Act 2013 and Clause
49 of the Listing Agreement, the Board has carried out an annual
evaluation of its own performance, performance of the Directors as well
as the evaluation of the working of its Committees.
The performance evaluation of the Independent Directors was carried out
by the entire Board, excluding the Director being evaluated.
The Nomination and Remuneration Committee has defined the evaluation
criteria for the Performance Evaluation process for the Board, its
Committees and Director including the Independent Directors
The statement indicating the manner in which formal annual evaluation
of the Directors, the Board and Board level Committees are given in
detail in the report on Corporate Governance, which forms part of this
Annual Report.
21. Directors and Key Managerial Personnel
Mr. Vikas Gokhale, retires by rotation at the forthcoming Annual
General Meeting, and being eligible offers himself for re-appointment.
During the year under review, the members approved the appointment of
Mr. Sushil Patni Mr. Praveen Badjatya and Mr. Anil Rathi as Independent
Director for a term of 5 years to hold the office till 31st March, 2019
who are not liable to retire by rotation. The members have also
re-appointed Mr. Vikas Gokhale as Whole Time Director, of the Company
for further period of three years.
Disqualifications of Directors
During the year declarations received from the Directors of the Company
pursuant to Section 164 of the Companies Act, 2013. Board appraised the
same and found that none of the director is disqualified for holding
office as director.
22. Code of Conduct
The Company has laid down a code of conduct for all Board members and
senior management and independent directors of the Company. All the
Board members including independent directors and senior management
personnel have affirmed compliance with the code of conduct.
23. Significant and material orders passed by the regulators or courts
There are no significant or material orders passed by the Regulators /
Courts which would impact the future operations / going concern status
of the Company.
24. Internal Financial Controls and its adequacy
The Company has comprehensive internal financial controls system for
all major processes including financial statements to ensure
reliability of reporting. The system also helps management to have
timely data on various operational parameters for effective review. It
also ensures proper safeguarding of assets across the Company and its
economical use. The internal financial controls system of the Company
is commensurate with the size, scale and complexity of its operations.
The system and controls are periodically reviewed and modified based on
the requirement.
The internal and operational audit is entrusted to M/s Lunkad & Co,
Chartered Accountants. The main thrust of internal audit is to test and
review controls, appraisal of risks and business processes, besides
benchmarking controls with best practices in the industry. Based on the
audit observations & suggestions, follow up & remedial measures are
being taken on a regular basis.
25. Audit Committee
The Audit Committee comprises of Mr. Sushil Patni, Chairman, Mr.
Praveen Badjatya and Mr. Anil Rathi as members. All the
recommendations made by the Audit Committee were accepted by the Board.
The details of meeting of Audit Committee held during the year, its
composition, terms of reference are given in the Report on Corporate
Governance.
26. Whistle Blower/Vigil Mechanism Policy
Your Company has established a Whistle Blower/ Vigil Mechanism Policy
to enable Directors and employees of the Company to report unethical
behavior, actual or suspected fraud or violation of the Company's Code
of Conduct. The Policy provides adequate safeguards against
victimization of Directors/ employees and direct access to the Chairman
of the Audit Committee in exceptional cases.
The Whistle Blower Policy has been disclosed on the Company's at
www.pacetronix.com and circulated to all the Directors and employees.
27. Disclosure of ratio of remuneration of Directors and Key
Managerial Personnel, etc.
The prescribed particulars of employees required under section 197(12)
of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
enclosed as Annexure V and forms the part of this Directors Report.
28. Particulars of Employees etc.
During the year, there was no employee drawing remuneration in excess
of Rs. 60,00,000/- p.a. or Rs. 5,00,000/ - p.m. Accordingly,
information required to be given pursuant to provisions of Section
197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel)
Rules,2014, has not been given here.
29. Voting Rights of employees:
During the year under review the company has not given loan to any
employee for purchase of its own shares as per section 67 (3) (c) of
Companies Act, 2013. Therefore the company not required to made
disclosure as per rule 6 (4) of Companies (Share Capital and
Debentures) Rules, 2014.
30. Disclosure regarding issue of Employee Stock Options
The Company does not have issued shares under employee's stock options
scheme pursuant to provisions of Section Rule 12(9) of Companies (Share
Capital and Debenture Rules, 2014).
31. Disclosure regarding issue of Sweat Equity Shares:
The Company has not issued sweat equity shares pursuant to provisions
of Section 54 read with Rule 8 of Companies (Share Capital and
Debenture Rules, 2014) during the Financial Year.
32. Corporate Governance Report
Report on Corporate Governance as required under the Listing Agreement
with the Stock Exchange along with the certificate of the Auditors,
M/s. S.R Naredi & Co, confirming compliance of conditions of Corporate
Governance as stipulated under Clause 49 of the Listing Agreement with
the Stock Exchange are attached to this report as
Annexure VI.
33. Management Discussion and Analysis Statement
Management Discussion and Analysis statement as required under the
Listing Agreement with the Stock Exchange are attached to this report
as Annexure  VII.
34. Listing At Stock Exchange
The Equity shares of the Company are listed with BSE Limited, Mumbai
and Madhya Pradesh Stock Exchange Limited, Indore.
However Madhya Pradesh Stock Exchange Limited (MPSE) was de- recognized
by SEBI vide its exit order no. PR No. 154/2015 dated June 9, 2015.
At present the Equity shares of the company are listed with the BSE
Limited and the listing fee for the year 2015- 16 has been duly paid.
35. Consolidated Financial Statements
The directors also present the audited consolidated financial
statements incorporating the duly audited financial statements of the
subsidiaries and joint venture and as prepared in compliance with the
Companies Act, 2013, Accounting Standards and the Listing Agreement as
prescribed by SEBI.
A separate statement containing the salient features of its
subsidiaries in the prescribed form (AOC-1) is annexed separately.
36. Depository System
Your Company's shares are tradable compulsorily in electronic form and
your Company has connectivity with both the Depositaries i.e. National
Securities Depository Limited (NSDL) and Central Depository Service
(India) Limited (CDSL). In view of the numerous advantage offered by
the Depository System, members are requested to avail of the facility
of Dematerialization of the Company's shares on either of the
Depositories mentioned as aforesaid.
37. Industrial Relations
Industrial relations remained cordial throughout the year. Your
Directors recognize and appreciate the sincere and hard work, loyalty,
dedicated efforts and contribution of all the employees in the growth
and performance of the Company during the year.
The Company continues to accord a very high priority to both industrial
safety and environmental protection and these are ongoing process at
the Company's plant and facilities to maintain high awareness levels.
The Company as a policy re-evaluates safety standards and practices
from time to time in order to raise the bar of safety for its people as
well as users and customers.
38. Disclosure under the sexual harassment of women at workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Company has zero tolerance for sexual harassment at workplace and
has adopted a Policy on Prevention, Prohibition and Redressal of Sexual
Harassment at the Workplace, in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules made there under. The Policy aims to
provide protection to employees at the workplace and prevent and
redress complaints of sexual harassment and for matters connected or
incidental thereto, with the objective of providing a safe working
environment, where employees feel secure. Internal Complaines Committee
has been setup to redress complaints received regarding sexual
harassment.
It may be noted that during the year 2014-15, no grievance / complaint
from any women employee was reported.
39. Acknowledgements
Your Directors place on record their gratitude to all the Government
and semi government departments and Company's Bankers, for the
assistance and co-operation and encouragement they extended to the
Company. Your Directors also wish to place on record their sincere
thanks and appreciation for the continuing support and unstinting
efforts of Customer, Vendors, Employees and all other stakeholders in
ensuring an excellent all around operational performance.
By order of the Board of Directors of
PLACE: Pithampur
Shree Pacetronix Limited
DATE: 10.08.2015
Registered office
Atul Kumar Sethi
Plot No. 15, Sector No. II
Industrial Area Managing Director
Pithampur, 454775
Mar 31, 2014
Dear members,
The Directors take pleasure in presenting the 26th Annual Report and
Audited Accounts of your Company for the year ended 31st March, 2014.
FINANCIAL RESULTS
(Rs. in lacs)
PARTICULARS 31.03.2014 31.03.2013
Revenue from operations 683.21 605.61
Other Income 1.00 4.31
Operating Expenditure 557.78 501.44
Interest & Depreciation 93.65 90.94
Profit before Extra Ordinary Items 32.78 17.54
Add- Provision Written back Nil Nil
Profit before Tax 32.78 17.54
Less-Provision for Tax 10.85 6.06
Profit After Tax 21.93 11.48
COMPANY''S PERFORMANCE & FUTURE OUTLOOK
Your Company has continued its growth story again during fiscal 2014
and recorded a total turnover of Rs.684.21 Lacs as compared to last
years turnover of Rs.609.93 and Profit after tax having substantial
growth of around 50% i.e Rs.21.93 Lacs in the financial year against
the last year''s Profit of Rs.11.48 Lacs. Cardiac Sciences showed an
upsurge since January 2014, with cardiac pacemaker implants recording a
substantial increase over the previous year.
Your Company''s strategic intent continues to be the strengthening of
its leadership position in manufacturing of Pacemakers, the position of
the company is in the positive mark year by year, and also we are able
to create value with continuous increase in profitability and operating
margins year after year. Ambitious expansion plans are under way as
discussed which will enable your Company to continue its journey on the
growth path.
DIRECTORATE
In term of the provision of the Company Act 2013, Smt. Amita Sethi the
Whole-time director of the Company would retire by rotation at the
forthcoming Annual General Meeting of the Company and being eligible
offer herself for reappointment, hence approval of the members is being
sought for the re-appointment.
Shri Vikas Gokhale has been re-appointed as a whole-time director of
the Company for a period of three years commencing from 30th January,
2015, pursuant to the provisions of sections 196, 197, 203 and
applicable provisions if any, of Companies Act, 2013, hence approval of
the members is being sought for the re-appointment.
Further Shri Sushil Patni, Shri Anil Rathi and Shri Praveen K. Badjatya
the existing Independent Directors are further proposed to be appointed
as Independent Directors for a term of 5 years as per requirement of
section 149 of the Companies Act, 1956 as well as Clause 49 of the
Listing Agreement to hold the office till 31st March, 2019.
The Company has received notice in writing from the members as required
under section 160 of the Act for proposal for appointment of all the
Independent Directors of the Company at the ensuing Annual General
Meeting. The Board recommends the resolutions for approval of members
for the above appointments.
DIVIDEND
In view of the Strengthening position of the Company the Director of
the Company are decide to not to pay dividend for the year.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 217 (2AA) of the Companies Act,
1956, and based on the representation received form the operating
management, the Directors hereby confirm that:
(a) The financial statements are in full conformity with the
requirements of the Companies Act, 1956, and applicable accounting
standards have been followed along with proper explanation relating to
material departure.
(b) The directors have selected such accounting policies and applied
them consistently and made judgment and estimates that were reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company at the end of the financial year and of the loss of the
Company for the year under review.
(c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
(d) The Directors have prepared the Annual Accounts for the financial
year ended 31st March 2013 on going concern basis.
AUDITORS
M/s S.R Naredi & Co. Chartered accountants, Indore statutory auditors
of the company, hold office until the ensuing Annual General Meeting.
The said Auditors have furnished the certificate of their eligibility
for re-appointment.
Pursuant to the provisions of section 139 and other applicable
provisions, if any, of Companies Act, 2013 read with Rule 3 of
Companies (Audit and Auditors) Rules, 2014, it is proposed to appoint
M/s S. R. Naredi & Co., Chartered Accountants (ICAI Firm Registration
No. 002818C), the retiring Auditors of the Company as Statutory
Auditors of the Company from the conclusion of this Annual General
Meeting (AGM) till the conclusion of the twenty-ninth AGM of the
Company to be held in the year 2017 (subject to ratification of their
appointment at every AGM) on such remuneration as may be decided &
fixed by the board on the recommendations of the Audit Committee.
The Board has duly reviewed the statutory Auditors Report on the
Accounts. The notes forming part of the accounts referred to in the
Auditors Report of the Company are self explanatory and do not call for
any further explanation.
ENERGY CONSERVATION AND OTHER REPORTING U/S 217(1) (e)
The particulars relating to energy conservation, technology absorption,
foreign exchange earnings and out go as required to be disclosed under
section 217(1)(e) of the companies Act, 1956, are provided in Annexure
- 1 to this report.
FIXED DEPOSITS
Your company has not accepted or invited any deposits from public
within the meaning of Section 58 A of the Companies Act, 1956, during
the year under review and that there is no overdue unpaid/unclaimed
deposit as at 31st March, 2014.
LISTING AT STOCK EXCHANGE
The Equity shares of the Company are listed with Bombay Stock Exchange
Ltd, Mumbai and Madhya Pradesh Stock Exchange, Indore.
COMPLIANCE CERTIFICATE
The Company has received the Compliance Certificate from Ashish Garg,
Practicing Company Secretary which is forming part of the report of the
Board of Directors as Annexure-2
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis statement as required under the
Listing Agreement with the Stock Exchange are attached to this report
as Annexure-3.
CORPORATE GOVERNANCE
Report on Corporate Governance as required under the Listing Agreement
with the Stock Exchange along with the certificate of the Auditors,
M/s. S. R. Naredi & Co, confirming compliance of conditions of
Corporate Governance as stipulated under Clause 49 of the Listing
Agreement with the Stock Exchange are attached to this report as
Annexure-4.
SUBSIDIARY COMPANY
At the end of the financial year under review, your Company had the one
subsidiary Company namely Shree Coratomic Limited. The Ministry of
Corporate Affairs, Government of India has issued a Circular No.2 /
2011 dated 8th February 2011 granting general exemption to Companies
under section 212 (8) from attaching the documents referred to in
section 212 (1) pertaining to its subsidiaries, subject to approval by
the Board of Directors of the Company and furnishing of certain
financial information in the Annual Report.
The Board of Directors of the Company have accordingly accorded
approval to the Company dispensing with the requirement of attaching to
its Annual Report the annual audited accounts of the Company''s
subsidiaries. Accordingly, the Annual Report of the Company does not
contain the individual financial statements of these subsidiaries, but
contains the audited consolidated financial statements of the Company,
its subsidiaries and associate. The Annual Accounts of these subsidiary
companies and the related detailed information will be made available
to the shareholder seeking such information at any point of time. The
annual accounts of the Subsidiary Companies will also be kept for
inspection by any shareholder at its registered / corporate office and
that of the concerned subsidiary companies. The statement pursuant to
the approval under section 212 (8) of the Companies Act, 1956 is
annexed together with the Annual Accounts of the Company.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company prepared as per
the Accounting Standard AS 21 and Accounting AS 23, consolidating the
Company''s accounts with its subsidiaries and an associate have also
been included as part of this Annual Report.
COST COMPLIANCE REPORT
Pursuant to the directives of the Central Government under the
provisions of Section 233B of the Companies Act, 1956, The Company has
received the Cost Compliance Certificate from M/s. Anil Jain Cost
Accountant, Indore for the year ended on 31st March 2014
HUMAN RESOURCES
The relations with the employees continued to be cordial and
satisfactory throughout the year. Your Directors wish to place on
record their deep sense of appreciation for the devoted services of all
employees of the Company for their sustained efforts in improving the
operational efficiencies.
PARTICULARS OF EMPLOYEES
None of the employees, of the Company is covered under Section 217 (2A)
of the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975 and amendments thereto from time to time.
ACKNOWLEDGEMENTS
Your Directors place on record their gratitude to all the Government
and semi government departments and Company''s Bankers, for the
assistance and co-operation and encouragement they extended to the
Company. Your Directors also wish to place on record their sincere
thanks and appreciation for the continuing support and unstinting
efforts of Customer, Vendors, Employees and all other stakeholders in
ensuring an excellent all around operational performance.
For and on behalf of the Board of Directors of
SHREE PACETRONIX LIMITED
ATUL KUMAR SETHI
Managing Director
Place: Pithampur
Date: 31/07/2014
Mar 31, 2012
To The Members of Shree Pacetronix Ltd
The Directors submit the Annual Report of the Company along with the
audited financial statements for the financial year ended March 31,
2012.
FINANCIAL RESULTS (Rs. in Lacs)
Particulars 2011-12 2010-11
Revenue from operations 676.44 555.44
Other Income 9.32 5.28
Operating Expenditure 591.65 522.95
Interest & Depreciation 92.61 82.30
Profit before Extra Ordinary Items 1.50 -44.53
Add- Provision Written back Nil 12.43
Profit before Tax 1.50 -32.10
Less-Provision for Tax 1.06 9.47
Profit After Tax 0.44 -22.63
DIVIDEND:
During the year under review your Directors do not recommend any
dividends for the financial year due to inadequate profit
COMPANY'S PERFORMANCE & FUTURE OUTLOOK
In the financial year 2011-12, the company continued its strong growth
momentum across major markets; the company recorded a total turnover of
Rs. 676.44 Lacs in current year against a previous turnover of Rs.555.44
Lacs., due to increase in sales in the current year the Profit after
tax of the company turned into positive which is the growth sign of the
company.
The broad health care division has been witnessing a rapid growth and
technological improvements varying from sector to sector since the past
3-5 years. The evolution of cardiac devices has opened new vistas in
the health care industry. Growth rate exhibited by the cardiac devices
industry, even during the recession years, confirms the positive growth
prospects going ahead. Global Cardiac Pacemakers market forecasts to
reach at US$5.1 billion by 2015 at a CAGR of 11% during the analysis
period 2009-2015. On a global scale, projections for External
Pacemakers market value indicate 40% by 2015 leaving the rest of the
market to the implantable pacemakers.
Your directors are pleased to inform that the economic condition of
your Company is improving and we are able to create value with
continuous increase in profitability and operating margins year after
year. Ambitious expansion plans are under way which will enable your
company to continue its journey on the growth path.
DIRECTORATE
In term of the provision of the Company Act, 1956 Smt. Amita Sethi and
Shri Sushil Patni would retire by rotation at the forthcoming Annual
General Meeting of the Company and being eligible offer themselves for
reappointment, hence approval of the members is being sought for the
re-appointment, and Shri Vikas Gokhale has been appointed as the
additional Director on 30th January, 2012 and is further appointed as
the Whole Time Director of the company subject to approval of members
in the ensuing General Meeting. There is no other change in the
composition of Board of Directors of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 217 (2AA) of the Companies Act,
1956, and based on the representation received form the operating
management, the Directors hereby confirm that:
(a) The financial statements are in full conformity with the
requirements of the Companies Act, 1956, and applicable accounting
standards have been followed along with proper explanation relating to
material departure.
(b) The directors have selected such accounting policies and applied
them consistently and made judgment and estimates that were reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company at the end of the financial year and of the loss of the
company for the year under review.
(c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
(d) The Directors have prepared the Annual Accounts for the financial
year ended 31st March 2012 on going concern basis.
AUDITORS
M/s S. R. Naredi & Co. Chartered Accountants, Indore Statutory Auditors
of the Company retire at the conclusion of the ensuing Annual General
Meeting. They have signified their willingness to accept re-appointment
and have further confirmed their eligibility under section 224 (1B) of
the Companies Act, 1956. The observations of the Auditors made in their
Auditors' Report are suitably explained in the Notes to the Accounts.
ENERGY CONSERVATION AND OTHER REPORTING U/S 217(1) (e)
The details of Energy Conservation in terms of section 217 (1) (e) of
the Companies Act, 1956, are enclosed forming part of this report as
Annexure - 1.
PUBLIC DEPOSITS
During the year, the Company has not accepted any public deposits
within the meaning of Section 58A of the Companies Act, 1956 and the
rules made there under.
COMPLIANCE CERTIFICATE
The Company has received the Compliance Certificate form the Practicing
Company Secretary which is forming part of the report of the Board of
Directors as Annexure - 2
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis report covering the matters
listed in Clause 49 of the Listing Agreement for the Year under review
is given as separate statement in the Annual Report as Annexure- 3.
CORPORATE GOVERNANCE
A report on corporate governance is enclosed containing details as
required by the listing agreement which is forming part of the report
of the Board of Directors as Annexure - 4.
SUBSIDIARY COMPANY
At the end of the financial year under review, your Company had the one
subsidiary company namely Shree Coratomic Limited. The Ministry of
Corporate Affairs, Government of India has issued a Circular No.2 /
2011 dated 8th February 2011 granting general exemption to Companies
under section 212 (8) from attaching the documents referred to in
section 212 (1) pertaining to its subsidiaries, subject to approval by
the Board of Directors of the Company and furnishing of certain
financial information in the Annual Report.
The Board of Directors of the Company have accordingly accorded
approval to the Company dispensing with the requirement of attaching to
its Annual Report the annual audited accounts of the Company's
subsidiaries. Accordingly, the Annual Report of the Company does not
contain the individual financial statements of these subsidiaries, but
contains the audited consolidated financial statements of the Company,
its subsidiaries and associate. The Annual Accounts of these subsidiary
companies and the related detailed information will be made available
to the shareholder seeking such information at any point of time. The
annual accounts of the Subsidiary Companies will also be kept for
inspection by any shareholder at its registered / corporate office and
that of the concerned subsidiary companies. The statement pursuant to
the approval under section 212 (8) of the Companies Act, 1956 is
annexed together with the Annual Accounts of the Company.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company prepared as per
the Accounting Standard AS21 and Accounting AS23, consolidating the
Company's accounts with its subsidiaries and an associate have also
been included as part of this Annual Report.
HUMAN RESOURCES
The relations with the employees continued to be cordial and
satisfactory throughout the year. Your Directors wish to place on
record their deep sense of appreciation for the devoted services of all
employees of the Company for their sustained efforts in improving the
operational efficiencies.
PARTICULARS OF EMPLOYEES
None of the employees, of the Company is covered under Section 217 (2A)
of the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975 and amendments thereto from time to time.
ACKNOWLEDGEMENTS
Your directors place on record their sincere appreciation for the
co-operation extended to the company by the lending institution and
banks and for the devoted performance by company's entire staff &
associates.
For and on behalf of the Board of Directors of
SHREE PACETRONIX LIMITED
Place: Indore ATUL KUMAR SETHI
Date: 31st August, 2012 Chairman & Managing Director
Mar 31, 2011
The Directors have pleasure in presenting the Twenty Third Annual
Report and Audited Accounts of the Company for the year ended 31st
March, 2011.
FINANCIAL RESULTS 31.03.2011 31.03.2010
Turnover including other Income 560.72 606.68
Profit before interests depreciation 50.20 95.19
Interests other charges 36.05 32.08
Depreciation 46.25 38.58
Profit before Tax -32.10 24.53
Less: Provision for Tax:
Current Tax -0.40 9.64
Fringe Benefit Tax -0.00 0.87
Deferred Tax -9.07 -1.65
Net Profit after Tax -22.63 15.68
PERFORMANCE REVIEW & FUTURE OUTLOOK
The company recorded a total turnover of Rs. 555.44Lacs In year 2010
-2011 against a previous turnover of Rs. 595.51 Lacs. Export sale was
Rs.49.73 Lacs compared to Rs.52.64 Lacs respectively, due to higher
overhead cost and manufacturing expenses the bottom line of the Company
has turned into negative and the Company has incurred losses of
Rs.32.10 Lacs against the handsome profit of Rs.24.53 Lacs in
comparison of last year. Your directors are working hard to reduce the
cost and improve the financial performance of the Company in the years
to come.
As the last financial year incurred heavy expenditure in machinery,
development and expansion and at the same decrease in sale both
indigenously and exports, the company has run into loss for the first
time since inception.
With CE approvals in hand the company expects to triple exports in the
coming financial year and with the installation of new laser machine,
the company hopes to double production to meet the requirements for
supply against approvals received overseas. The company expects to do
better than last year by more than 30% to cover the losses generated if
not eliminate the same altogether.
DIRECTORATE
In term of the provision of the Company Act, 1956 Shri Pravin Kumar
Badjatya would retire by rotation at the forthcoming Annual General
Meeting of the Company and being eligible offer himself for
reappointment. There is no other change in the composition of board of
directors of the company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of the Companies Act,
1956, the Board confirms that:
(a) The financial statements are in full conformity with the
requirements of the Companies Act, 1956, and applicable accounting
standards have been followed along with proper explanation relating to
material departure. .
(b) The directors have selected such accounting policies and applied
them consistently and made judgment and estimates that were reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company at the end of the financial year and of the loss of the
company for the year under review.
(c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
(d) The Directors have prepared the Annual Accounts for the financial
year ended 31 st March 2011 on going concern basis.
AUDITORS AND AUDITORS' REPORT
M/s S. R. Naredi & Co. Chartered Accountants, Indore retire at the
conclusion of the ensuring Annual General Meeting. They have signified
their willingness to accept re-appointment and have further confirmed
their eligibility under section 224 (1-B) of the Companies Act, 1956.
The observations of the Auditors made in their Auditors' Report are
suitably explained in the Notes to the Accounts.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO.
The details required under section 217 (1) (e) of The Companies Act,
1956 are given in the annexure and forms part of this report as
Annexure -1.
PUBLIC DEPOSITS
During the year, the Company has not accepted any public deposits
within the meaning of Section 58A of the Companies Act, 1956 and the
rules made there under.
COMPLIANCE CERTIFICATE
The Company has received the Compliance Certificate form the Practicing
Company Secretary which is forming part of the report of the Board of
Directors as Annexure - 2
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis report covering the matters
listed in Clause 49 of the Listing Agreement for the Year under
review is given as separate statement in the Annual Report as Annexure-
3.
CORPORATE GOVERNANCE
A report on corporate governance is enclosed containing details as
required by the listing agreement which is forming part of the report
of the Board of Directors as Annexure - 4.
SUBSIDIARY COMPANY
As required under section 212 of the Companies Act, 1956, the Audited
Accounts together with the reports of the Directors and Auditors are
attached.
HUMAN RESOURCES
The relations with the employees continued to be cordial and
satisfactory throughout the year. Your Directors wish to place on
record their deep sense of appreciation for the devoted services, of
all employees of the Company for their sustained efforts in improving
the operational efficiencies.
PARTICULARS OF EMPLOYEES
None of the employees, of the Company is covered under Section 217 (2A)
of the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975 and amendments thereto from time to time.
APPRECIATION
Your Directors wish to place on record their appreciation for the
continued co-operation and support given to the Company by its
Customers, Shareholders, Bankers, and Central & State Governments
including all those associated with the Company
Place: Indore For and on behalf of the Board of Directors of
Date: 29th August, 2011
Shree Pacetronix Limited
(ATUL KUMAR SETHI)
(Chairman & Managing Director)
Mar 31, 2010
The Directors have pleasure in presenting the Twenty Second Annual
Report and Audited Accounts of the Company for the year ended 31st
March, 2010.
FINANCIAL RESULTS 31.03.2010 31.03.2009
Turnover including other Income 606.67 581.96
Profit before interest & depreciation 95.19 95.41
Interest & other charges 32.07 23.13
Depreciation 38.58 40.40
Profit before Tax 24.53 31.88
Less : Provision for Tax :
Current Tax 9.64 5.44
Fringe Benefit Tax - 0.87 3.35
Deferred Tax - -1.65 4.19
Net Profit after Tax 15.68 18.90
PERFORMANCE REVIEW & FUTURE OUTLOOK
The company recorded a total turnover of Rs. 595.51Lacs In year 2009
-2010 against a previous turnover of Rs. 567.30 Lacs Export sale was
Rs.52.64 Lacs Compared to Rs. 67.78 Lacs Respectively. The Directors
have to report that the mobile X-Ray failed to perform qualitatively
and hence a decision was taken to stop the production of the same and
further investment as well.
The company has now capacity to increase production of Pacemakers and
the growth and ale of pacemakers in continuing, especially from
exports,. At the same time the indegeneous sale and profitability
thereof has de- creased due to price and strong competition from
multinationals. The company had embarked on the development of a
microchip for Rs.200.00 lac, which will not only lower the cost of
pacemaker production but also enable the company to develop high
profitable and advance implantable pacemakers which have very good
export prospects as well. The microchip will be available for trials in
September/October 2010. Thereafter the same will be incorpo- rated with
redesigning of all circuitry for existing pacemaker range of the
company. The Interest liability in the next 5 years along with
repayment of term loan sanctioned from Bank of India for the above
project will affect the overall profitability of the company. The
company has made all efforts to decrease the manufacturing and admin-
istrative costs to meet the above eventuality. With intense Research
efforts, the company was able to success- fully develop the screw in
lead and completely indigenized the VVI Rate responsive pacemakers thus
reducing the import costs and increase the profitability thru sale of
these pacemakers. The R&D is working on new advanced products such as
Dual Chamber Rate Responsive pacemaker, Biventricular Pacemaker and its
Leads, Implant- able Neuro -stimulators, CPAP (Continious Positive Air
Pressure) machine and Deep Brain Stimulation Genera- tors, these
products do not require additional machineries for manufacturing of the
same. The Directors also have to inform that the company has been
working with NSTL, Govt. of India in developing for the first time in
India, Cochlear Implants and Deep Brain Stimulation pacemakers and its
Leads. These products and its technology will eventually be liscenced
to the company. The company will become the 4th company in the world to
manufacture Cochlear Implants, which will bring the company increased
revenue and recognition world wide.
DIRECTORATE
Shri Bansilal Baid has resigned from the Board. The Board places on
record its appreciation of the services rendered by the said Non
executive Independent Director during their tenure as Director of the
Company Shri Praveen Kumar Badjatya has been appointed as additional
director of the Company in the Board Meeting held on 15th July 2010, In
term of the requirements of section 257 of the Companies Act, 1956,
Shri Praveen Kumar Badjatya would be appointed as Director of the
Company liable to retire by rotation, of which Notice along with a
deposit of Rs. 500/- have been received from member signifying their
intention to propose Shri Praveen Kumar Badjatya as Director of the
Company, hence approval of the member is being sought for the
appointment. In term of the provision of the Company Act, 1956 Shri
Anil Rathi would retire by rotation at the forthcoming Annual General
Meeting of the Company and being eligible offer himself for
reappointment. Shri Atul Kumar Sethi and Smt. Amita Sethi completed his
term of Three years as the Managing Director and Whole Time Director of
the Company, your Directors proposes for his reappointment as the
Managing Director and Whole Time Director of the Company subject to
approval of the shareholders in the ensuing AGM. There is no other
change in the Directorate of the Company during the year under review.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of the Companies Act,
1956, the Board confirms that:
(a) The financial statements are in full conformity with the
requirements of the Companies Act, 1956, and applicable accounting
standards have been followed along with proper explanation relating to
material departure.
(b) The directors have selected such accounting policies and applied
them consistently and made judgment and estimates that were reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company at the end of the financial year and of the loss of the
company for the year under review.
(c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for prevent- ing and detecting fraud and other irregularities.
(d) The Directors have prepared the Annual Accounts for the financial
year ended 31st March 2010 on going concern basis.
AUDITORS AND AUDITORSÃ REPORT
M/s S. R. Naredi & Co. Chartered Accountants, Indore retire at the
conclusion of the ensuring Annual General Meeting. They have signified
their willingness to accept re-appointment and have further confirmed
their eligibility under section 224 (1-B) of the Companies Act, 1956.
The observations of the Auditors made in their Auditorsà Report are
suitably explained in the Notes to the Accounts.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUT GO.
The details required under section 217 (1) (e) of The Companies Act,
1956 are given in the annexure and forms part of this report. as
Annexture - I
PUBLIC DEPOSITS
During the year, the Company has not accepted any public deposits
within the meaning of Section 58A of the Companies Act, 1956 and the
rules made there under.
CORPORATE GOVERNANCE
A report on corporate governance is enclosed containing details as
required by the listing agreement which is forming part of the report
of the Board of Directors. as Annexture - IV
COMPLIANCE CERTIFICATE
The Company has received the Compliance Certificate form the Practicing
Company Secretary which is forming part of the report of the Board of
Directors. as Annexture - II
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis report covering the matters
listed in Clause 49 of the Listing Agree- ment for the Year under
review is given as a separate statement in the Annual Report. as
Annexture - III
SUBSIDIARY COMPANY
As required under section 212 of the Companies Act, 1956, the Audited
Accounts together with the reports of the Directors and Auditors are
attached.
HUMAN RESOURCES
The relations with the employees continued to be cordial and
satisfactory throughout the year. Your Directors wish to place on
record their deep sense of appreciation for the devoted services, of
all employees of the Company for their sustained efforts in improving
the operational efficiencies.
PARTICULARS OF EMPLOYEES
None of the employees, of the Company is covered under Section 217 (2A)
of the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975 and amendments thereto from time to time.
APPRECIATION
Your Directors wish to place on record their appreciation for the
continued co-operation and support given to the Company by its
Customers, Shareholders, Bankers, and Central & State Governments
including all those asso- ciated with the Company
Place : Pithampur For and on behalf of the Board of Directors of
Date : 15th July, 2010 Shree Pacetronix Limited
(ATUL KUMAR SETHI)
(Chairman & Managing Director)
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