Your Directors presents their 67 Annual Report on the business and operations of theCompany and the accounts for the Financial Year ended March 31 2017.
STATE OF COMPANY'S AFFAIRS:
Your Company is in the business of sales and service of Lead Storage BatteriesPower Backup Systems and Automotive parts. It had a nationwide network of 19 sales officesand warehouses and staff of 120 providing sales and services to the customers' acrossIndia. From the month of November 2016 the Company has shrunk its business and closeddown most of the branches and many staff members have resigned.
In the Lead Storage Battery segment your Company markets its own brands ofautomotive and non-automotive batteries. Your Company markets a premium range of batteriesknown as ZENIDE and ZENIDE GOLD and it also markets Autozen and POWERZEN standard range ofbatteries. These batteries are sold to end-users OE customers and to battery dealers andpower solution providers across India. PAE also provides battery charging service to itscustomers. The range of batteries includes automotive motorcycle tubular andsealed-maintenance-free and valve-regulated lead acid batteries.
Batteries sold across India are supported by its high-quality and prompt servicenetwork as well as its dealer network that is present in almost every state of India. Thewarranty claims process is built on a technology platform that enables customers to makewarranty or service claims and gives suggestions by SMS on its website as well as a tollfree number.
Your company provides value to the manufacturer by reducing market risk partsobsolescence risk and credit risk. Your company is in a better position to cater to rapidchanges in the marketplace by keeping purchase and sales decision-making at the regionallevel. Further using an advance and ever-changing information technology system yourcompany is able to adapt to market changes quickly.
The financial highlights of the year are:
(Rs. in Lacs)
|Particulars ||Standalone ||Consolidated |
| ||March ||March ||March ||March |
| ||2017 ||2016 ||2017 ||2016 |
|Income from operation ||63 ||1315 ||63 ||1590 |
|Other Income ||137 ||43 ||147 ||45 |
|Total Income ||200 ||1358 ||210 ||1635 |
|Profit/(loss) before Interest Depreciation || || || || |
|Tax and Exceptional Items ||(411) ||(903) ||(415) ||(909) |
|Less Interest Expenses ||95 ||220 ||95 ||236 |
|Less Depreciation ||24 ||43 ||37 ||207 |
|Less Exceptional Items ||0 ||2577 ||(650) ||1576 |
|Profit/(loss) before Tax ||(530) ||(3743) ||104 ||(2928) |
|Less Provision for Taxation ||0 ||0 ||1 ||(5) |
|Net Profit/(Loss) after Tax ||(530) ||(3743) ||103 ||(2923) |
During the financial year 2016-17 the total income was Rs.200 lacs as compared to lastyear's total income of Rs.1358 lacs. Loss before Tax was Rs.530 lacs in the current yearas compared to Rs.3743 lacs in the previous year. This was due to the decrease in sales onaccount of difficult market condition financial crunch and challenging situationworldwide.
DIVIDEND AND BOOK CLOSURE:
The Board of Directors does not recommend dividend on equity shares for the currentfinancial year.
The register of members and share transfer books will remain close from Monday July24 2017 to Friday 28 July 2017 (both days inclusive) for the 67 Annual General Meetingof the Company scheduled to be convened on 28 July 2017 at The Victoria Memorial Schoolfor the Blind 73 Tardeo Road Next H. P. Petrol Pump Mumbai-400 034.
Reserves & Surplus
As at March 31 2017 Reserves and Surplus amounted to Rs. (Minus) 4918.81 lacs ascompared to (Minus) Rs.4353.59 lacs of previous year. The said scenario is due toinadequate profitability during the year under review and contribution of losses by thewholly owned subsidiaries.
Long Term Borrowings
The Long Term Borrowings is Rs. NIL compared to Rs. NIL as at March 31 2016.
Short Term Borrowings
The Short Term Borrowings has increased to Rs.2524.47 lacs as at March 31 2017 ascompared to Rs.2202.64 lacs as at March 31 2016.
Net Fixed Assets as at March 31 2017 have decreased to Rs.466.93 lacs as compared toRs.539.67 lacs in the previous year.
Investments are at Rs. 62.53 lacs as on March 31 2017 as compared to last year Rs.70.26 lacs.
The current Authorised Share Capital of the Company is Rs. 250000000 (Rupees TwentyFive Crores) divided into 15000000 (One Crore Fifty lacs) Equity shares of Rs.10/- eachand 10000000 (One Crore ) Preference shares of Rs.10/- each.
The paid up Equity share capital of the Company as on March 31 2017 wasRs.104196000/- comprising of 10419600 equity shares of Rs. 10/- each.
The paid up Preference share capital of the Company as on March 31 2017 wasRs.91000000/- comprising of 9100000 11% Non-Convertible Cumulative RedeemablePreference shares of Rs.10/- each.
MEETINGS OF BOARD OF DIRECTORS:
The Board normally meets once in a quarter and additional meetings are held as and whenrequired. During the year the Board of Directors met 6 times i.e. on May 28 2016 June7 2016 August 11 2016 September 23 2016 November 14 2016 and February 13 2017. Thedates of Board Meetings were generally decided in advance with adequate notice to allBoard Members.
Pursuant to Section 149(7) of the Companies Act 2013 the Company has receiveddeclarations from Mr. Karthikeyan Muthuswamy and Mr. John O Band Independent Directorsconfirming that they meet the criteria of independence as specified in Section 149(6) ofthe Act.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION PURSUANT TO SECTION 178(3) OF THECOMPANIES ACT 2013:
The Board of Directors of your Company in consultation with Nomination and RemunerationCommittee had formulated and adopted Code for Independent Directors and which containspolicy on director's appointment and remuneration including criteria for determiningqualification positive attributes and independence of directors.
Board of Directors of the Company duly consider appointment of the Directors inadherence with the policy prescribed under the code of independent directors andprovisions of section 178(3) of the Companies Act 2013.
The Company has an Independent Audit Committee comprising of 3 members i.e. 2Independent Directors and 1 Executive Director. All the members of the Audit Committee arefinancially literate. In view of their professional qualification and experience infinance all are considered to have financial management and accounting related expertise.Terms of reference of the Audit committee are elaborated in the Corporate Governancereport which forms the part of this Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT:
The Board of Directors confirms that:
(a) in the preparation of the annual accounts for the financial year ended March 312017 the applicable accounting standards had been followed along with proper explanationrelating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating
LOANS MADE GUARANTEES GIVEN OR INVESTMENTS IN SECURITIES BY THE COMPANY:
Particulars of loans made guarantees given or investments in securities by the Companyare provided in the Note 18 of notes to the Financial Statements.
PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES IN A PRESCRIBED FORMALONGWITH THE JUSTIFICATION FOR ENTERING INTO SUCH CONTRACT OR ARRANGEMENT:
During the year there were no related party transactions of material nature that mayhave a potential conflict with interests of the Company all transactions with relatedparties were in the normal course of business. On recommendation of Audit Committee theBoard ratifies all the related party transactions on quarterly basis. The details of thetransactions are annexed herewith as Annexure- I' in the prescribed form AOC-2
MATERIAL CHANGES AND COMMITMENTS:
There were no material changes and commitments done by management affecting thefinancial position of the Company between the end of the financial year of the company towhich the financial statements relates and the date of the report.
CONSOLIDATED FINANCIAL STATEMENT:
In accordance with the Companies Act 2013 ("the Act") and AccountingStandard (AS) - 21 on Consolidated Financial Statements the audited consolidatedfinancial statement is provided in the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 of the Companies Act 2013 are not applicable to theCompany as it is suffering losses for more than three consecutive years; hence disclosurein this regard is not provided.
VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES (SECTION 177(10)):
The Board of directors of the Company believes in conducting all its affairs in a fairand transparent manner by adopting highest standards of professionalism honestyintegrity and ethical behaviour. The directors are committed to comply with the laws andregulations to which it is subject. For this it has put in place systems policies andprocedures to interpret and apply these laws and regulations in the organizationalenvironment. In consonance with the object of transparency and good governance the boardof directors of the company formulated and adopted "Whistle Blower Policy and VigilMechanism"
The organization's internal controls and operating procedures are intended to detectand prevent improper activities. In this regard the Company believes in developing aculture where it is safe for all the Directors/Employees to raise concerns about any pooror unacceptable practice and any event of misconduct. These help to strengthen and promoteethical practices and ethical treatment of all those who work in and with theorganization.
The main objective of this Policy is to provide a platform to Directors and Employeesto raise concerns regarding any irregularity misconduct or unethical matters / dealingswithin the group which have a negative bearing on the organization either financially orotherwise.
RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES REMUNERATION(SECTION 197(12)):
Details pertaining to remuneration as required under section 197(12) of the CompaniesAct 2013 read with rule 5(1) of the companies (appointment and Remuneration of managerialpersonnel) rules 2014 are provided in Annexure-II' to the Board's Report.
MANAGERIAL REMUNERATION AND RELATED DISCLOSURES:
Disclosures pertaining to remuneration to directors and other details as required underSection 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the Annual Report.
Pertaining to the provisions of Section 197(12) of the Act read with Rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the board of directors do hereby declare that:
(i) No employee throughout the financial year was in receipt of remuneration for thatyear which in the aggregate was not less than sixty lakh rupees;
(ii) No employee for a part of the financial year was in receipt of remuneration forany part of that year at a rate which in the aggregate was not less than five lakhrupees per month;
(iii) No employee throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case may be at a rate whichin the aggregate is in excess of that drawn by the managing director or whole-timedirector or manager and holds by himself or along with his spouse and dependent childrennot less than two percent of the equity shares of the company.
The Company has two unlisted subsidiary companies namely PAE Infrastructure PrivateLimited and Shurjo Energy Private Limited are the wholly owned subsidiaries of theCompany.
Shurjo Energy Limited (SEPL):
SEPL has been manufacturing solar panels and industry currently in a challengingsituation worldwide. During the year SEPL reported a turnover of Rs.4.94 lacs compared toRs.0.16 lacs last year during the year 2016.
PAE Infrastructure Private Limited ("PAE Infra"):
PAE Infra achieved higher turnover of Rs.5.77 lacs as compared to last year turnover ofRs.2.40 lacs. The net profit accordingly high amounting to Rs.4.20 lacs as compared tolast year's net profit of Rs. 0.75 lacs.
Pursuant to Section 129(3) read with rule 5 of Companies (Accounts) Rules 2014 theStatement containing salient features of the financial statement of subsidiary companiesis provided in the Annual Report as per Form AOC-1.
DEPOSITS COVERED UNDER CHAPTER-V OF THE COMPANIES ACT 2013:
The Company has to pay an amount of Rs.137.75 lacs for the period under review. Thedeposits pending for due will be repaid on the respective due dates as per the terms ofacceptance of the same in terms of explanation to Rule 19 of the Companies (Acceptance ofDeposits) Rules 2014.
During the year the Company has not accepted any new deposits from public in terms ofsection 73 of the Companies Act 2013.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review as stipulatedunder regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosures)Requirements 2015 is presented in a separate section forming part of the Annual Report.
M/s. R. C. Vakharia & Co. Chartered Accountants the Auditors of the Company holdsoffice until the conclusion of the ensuing Annual General Meeting and eligible forre-appointment.
The Company has received letter from the Auditors to the effect that theirreappointment if made would be within the prescribed limits under the provisions of theCompanies Act 2013 and also that their firm is not disqualified within the meaning ofSection 141 of the Companies Act 2013 for such appointment.
The Audit Committee and the Board of Directors therefore recommend the appointment ofM/s. R. C. Vakharia & Co. Chartered Accountants as Statutory Auditors of the Companyfor the financial year 2017-2018 for the approval of the Members.
Further the report of independent auditors on standalone and consolidated financialstatements are presented in a separate section forming part of the Annual Report.
SECRETARIAL AUDIT REPORT
The Company undertaken Secretarial Audit for the year 2016-17 which inter aliaincludes audit of compliance with the Companies Act 2013 and the Rules made under theAct Listing Agreement and Regulations and Guidelines prescribed by the Securities andExchange Board of India and Foreign Exchange Management Act 1999. The Secretarial AuditReport issued by M/s. Leena Agrawal & Company Practicing Company Secretary isenclosed herewith as Annexure-II.
Company considers its employees as most valuable resource and ensures strategicalignment of Human Resource practices to business priorities and objectives. The Companyhas a dedicated team of employees at various locations across our corporate office andbranch offices (including Subsidiary Companies) spread across the country. The Companystrives to inculcate the culture where its employees are motivated and their performanceis aligned with values. Company has achieved this present level of excellence through thecommitment and dedication exhibited by its employees. The focus on improving productivityand adoption of best practices in every area are being pursued relentlessly. An effort foractive participation nurturing creativity and innovation and ensuring a climate ofsynergy and enthusiasm has been at the core of Human Resource initiatives andinterventions.
INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENT.
Your Company has adequate internal financial control and adopted Internal FinancialControl Policy in order to maintain confidentiality of price sensitive information andinternal financial control.
The Company has mechanisms to inform the Board Members about the risk assessment andminimization procedures and periodical review to ensure that executive management controlsrisk through means of a properly identified framework. Risk management is an ongoingprocess and the Audit Committee will periodically review risk mitigation measures. TheBoard of Directors has not constituted a Risk Management Committee as is not mandatory tothe company vide circular bearing number CIR/CFD/POLICY CELL/7/2014 issued by SEBI datedSeptember 15 2014.
The Board of Directors of the Company and the Audit Committee shall periodically reviewand evaluate the risk management system of the Company so that the management controls therisks through properly defined network.
Head of Departments shall be responsible for implementation of the risk managementsystem as may be applicable to their respective areas of functioning and report to theBoard and Audit Committee.
Your Directors take this opportunity to thank all investors clients vendors banksregulatory Government authorities and Stock Exchanges for their continued support andcooperation. The Directors also wish to place on record their appreciation of thecontribution made by the business partners / associates at all levels.
|For and on behalf of the |
|Board of Directors |
|Arvind R. Doshi |
|Date: May 29 2017 |