To the Members
Paired Technologies Limited
Hyderabad Telangana India
The Board of Directors hereby submits the report of the business and operations of yourCompany ('the Company' or 'Palred') along with the audited "Financial statement forthe "Fiscal Year ended March 31 2022. The Consolidated performance of the Companyand its subsidiaries has been referred to where required.
1. Financial summary/highlights:
The performance during the period ended 31st March 2022 has been as under:
| || |
(Amount in Lakhs)
|Particulars || |
| ||2021-22 ||2020-21 ||2021-22 ||2020-21 |
|Turnover/Income (Gross) ||150.00 ||151.02 ||12758.77 ||11700.22 |
|Other Income ||70.22 ||81.17 ||103.91 ||177.94 |
|Profit/loss before Depreciation Finance Costs Exceptional items and Tax Expense ||18.71 ||51.07 ||219.84 ||68710 |
|Less: Depreciation/ Amortisation/ Impairment ||8.97 ||9.46 ||62.70 ||71.36 |
|Profit /loss before Finance Costs Exceptional items and Tax Expense ||9.73 ||41.61 ||157.14 ||615.74 |
|Less: Finance Costs ||1.42 ||0.31 ||323.50 ||273.69 |
|Profit /loss before Exceptional items and Tax Expense ||8.31 ||41.30 ||(166.35) ||342.05 |
|Add/(less): Exceptional items ||392.51 ||(475.14) ||0 ||0 |
|Profit /loss before Tax Expense ||400.82 ||(433.84) ||(166.35) ||342.05 |
|Less: Tax Expense (Current & Deferred) ||0 ||0 ||0 ||0 |
|Profit /loss for the year (1) ||400.82 ||(433.84) ||(166.35) ||342.05 |
|Total Comprehensive Income/loss (2) ||0.36 ||0.21 ||9.29 ||(1.92) |
|Total (1+2) ||401.18 ||(433.62) ||(157.06) ||343.97 |
|Balance of profit /loss for earlier years ||(656717) ||(6133.33) ||(6229.27) ||(6462.45) |
|Less: Transfer to Debenture Redemption Reserve ||0 ||0 ||0 ||0 |
|Less: Transfer to Reserves ||0 ||0 ||0 ||0 |
|Less: Dividend paid on Equity Shares ||0 ||0 ||0 ||0 |
|Less: Dividend paid on Preference Shares ||0 ||0 ||0 ||0 |
|Less: Dividend Distribution Tax ||0 ||0 ||0 ||0 |
|Balance carried forward ||(6166.36) ||(6567.17) ||(6229.27) ||(6229.27) |
2. Overview & state of the company's affairs:
Revenues - standalone
During the year under review the Company has recorded an income of Rs. 220.21 Lakhsand profit of Rs. 401.18 Lakhs as against the income of Rs. 232.19 Lakhs and loss of Rs.(433.62) Lakhs in the previous financial year ending 31.03.2021.
Revenues - Consolidated
During the year under review the Company has recorded an income of Rs.12862.68 Lakhsand loss of Rs. (157.06) Lakhs as against the income of Rs. 11878.17 Lakhs and profit ofRs. 343.97 Lakhs in the previous financial year ending 31.03.2021.
The Company is looking forward for good profit margins in near future.
Keeping the Company's growth plans in mind your directors have decided not torecommend dividend for the year.
4. Transfer to reserves:
Pursuant to provisions of Section 134 (3) (j) of the Companies Act 2013 the companyhas not proposed to transfer any amount to general reserves account of the company duringthe year under review.
5. Investor Relations:
The Company continuously strives for excellence in its Investor Relations engagementwith International and Domestic investors through structured conference-calls and periodicinvestor/analyst interactions like individual meetings participation in investorconferences quarterly earnings calls and analyst meet from time to time. The Companyensures that critical information about the Company is available to all the investors byuploading all such information on the Company's website.
6. Material changes & commitment affecting the financial position of the company:
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred during the end of the Financial Year of the Company towhich the financial statements relate and the date of the report.
7. Significant & material orders passed by the regulators or courts or tribunals:
No significant or material orders have been passed against the Company by theRegulators Courts or Tribunals which impacts the going concern status and company'soperations in future.
8. Transfer of un-claimed dividend to Investor Education and Protection:
The Company has transferred Rs. 3403237/- against un-paid dividend of FY.2013-14 toInvestor Education and Protection Fund during the year under report.
9. Details of utilization of funds:
The Company has already received upfront payment of 25%
i.e. Rs. 32/- per warrant aggregating to Rs. 80000000/- at the time ofsubscription of the warrants from strategic investor not forming part of promoter groupof the Company. As per terms of warrants the warrant holder would deposit the remainingportion of 75% i.e. Rs. 96 /- per warrant at the time of conversion of warrant intoequity share. The Company has used this fund towards the objects as mentioned in thenotice of Extra Ordinary General Meeting and there is no deviation in the usage of theproceeds of the preferential allotment.
10. Details of Nodal Officer:
The Company has designated Mr. Harish Naidu as a Nodal Officer for the purpose of IEPF.
11. Investor Education and Protection Fund (IEPF):
Pursuant to the provisions of Section 124 of the Act Investor Education and ProtectionFund Authority (Accounting Audit Transfer and Refund) Rules 2016 ("IEPFRules") read with the relevant circulars and amendments thereto the amount ofdividend remaining unpaid or unclaimed for a period of seven years from the due date isrequired to be transferred to the Investor Education and Protection Fund("IEPF") constituted by the Central Government
During the Year the Company transferred an amount of Rs. 3403 237/- against un-paiddividend remaining un-paid or un-claimed for a period of more than seven years pertainingto the financial year 2013-14 to Investor Education and Provident Fund under the Section125(1) and Section 125(2) of the Act through filing of FORM I EPF-1 to Registrar ofCompanies.
12. Revision of financial statements:
There was no revision of the financial statements for the year under review.
13. Change in the nature of business if any:
The Company has not undergone any change in the nature of business during the FY2021-22.
14. Deposits from public:
The Company has not accepted any public deposits during the Financial Year ended March31 2022 and as such no amount of principal or interest on public deposits wasoutstanding as on the date of the balance sheet.
Since the Company has not accepted any deposits during the Financial Year ended March31 2022 there has been no noncompliance with the requirements of the Act.
15. Depository System:
SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 mandate thatthe transfer except transmission and transposition of securities shall be carried out indematerialized form only with effect from 1st April 2019. In view of the numerousadvantages offered by the Depository system as well as to avoid frauds members holdingshares in physical mode are advised to avail of the facility of dematerialization fromeither of the depositories. The Company has directly as well as through its RTA sentintimation to shareholders who are holding shares in physical form advising them to getthe shares dematerialized.
16. Subsidiary companies:
Your Company has three subsidiaries namely Palred Technology Services Private LimitedPalred Electronics Private Limited and Palred Retail Private Limited as on March 31 2022.
In accordance with Section 129(3) of the Act Consolidated Financial Statements havebeen prepared which form part of this Annual Report. As required under Section 129(3) ofthe Act read with Rule 5 of the Companies (Accounts) Rules 2014 a statement containingthe salient features of the financial statements of the subsidiaries in the prescribedform AOC-1 is enclosed as Annexure - B to this Report.
In accordance with Section 136 of the Act the separate audited accounts of thesubsidiary companies will be available on the website of the Company www.palred.com andthe Members desirous of obtaining the accounts of the Company's subsidiaries may obtainthe same upon request. These documents will be available for inspection by the memberstill the date of AGM during business hours at registered office of the company.
The Policy for determining Material Subsidiaries adopted by your Board in conformitywith the SEBI Listing Regulations can be accessed on the Company's website atwww.palred.com.
17. Performance highlights of key operating subsidiaries:
Paired Electronics Private limited:
Palred Electronics Pvt Ltd (PEP) owns Consumer Electronics brand pTron. Bridging thegap between technology & people pTron is committed to being a trendsetter in budgetsegment lifestyle gadgets to meet the growing needs of new-age consumers. Withcutting-edge technologies & best in class features pTron is known to offer mobile& digital lifestyle products that are engineering feats in the given price segment andhas sold more than 11 million units to date.
pTron has emerged as a leading maker of wireless audio & digital lifestyleaccessories. It is one of the Top 5 Earwear
Companies in India's Audio segment as per International Data Corporation IDC's IndiaMonthly Wearable Device Tracker February 2022. pTron has emerged as a new star in theblock with product features and prices and its unique and different marketing strategiesthat have stolen the attention of its users.
pTron is a brand that sells trendy consumer electronics. pTron providesinexpensive durable and most importantly "fashionable" audio devices andaccessories.
pTron sells a wide range of trendy electronic items such as wireless & wiredaudio devices including portable chargers and cables.
pTron focuses on customer needs desires and behavior patterns and provides thecustomers with what they want. The company is always innovating and expanding itsportfolio in order to provide technology solutions that are in sync with changing consumerpreferences and consumption habits.
pTron has a flexible business strategy that focuses on customer needs desires andbehavior patterns giving it a competitive advantage in its capacity to listen and reactin real-time to provide customers with what they want. Most importantly our company isalways innovating and expanding its portfolio in order to provide technology solutionsthat are in sync with changing consumer preferences and consumption habits. In terms ofcustomer acquisition we take a two-pronged strategy. The first is to create the categoryof "hearables" by converting traditional users to a better way of life basedsolely on the strength of the product and the user experience. The second is to continueto grow this category by introducing more feature- rich products at competitive pricing.pTron is available in both physical and online stores like Amazon Flipkart and othere-commerce sites and is now extending its offline presence. We are confident that ourmarket share & consumer base shall grow consistently as we are always linked to ourdedicated community and listen to their wants and desires in order to giveconsumer-focussed product advancements. We are dedicated to providing a great experiencethroughout the product's life cycle as well as completely hassle-free customer support.
pTron is poised as a challenger brand making waves in the Mobile Phone accessoriessegment across categories. The current brand catalog comprises 140-150 variants and around40-45 products ranging from Wired earphones wireless earphones & headsets TrueWireless Earbuds Bluetooth Speakers Smart Wearables Power banks chargers cables &more.
pTron focuses on component level detailing of all its products and has extensivecontrol over its cost and quality. This implies having strong relations withcost-efficient & reliable manufacturing partners. With these capabilities and havingan in-house design team pTron has developed product design competence and has filedseveral patents already which vouches for the originality and distinctiveness of pTronproducts. With strict quality control procedures in place warrants all products gothrough 5 levels of quality checks to ensure that a consumer does not face any issues withthe products.
Make in India initiative:
pTron's vertical capabilities in design engineering and manufacturing make it possiblefor the brand to provide customers with amazing affordable and well-built products thatdisrupt the fast-paced mobility market. The brand is constantly working and growing toovercome the challenges of the manufacturing landscape induced by the COVID impact. Theykick-started their India assembly plant at Kurnool Andhra Pradesh in August 2020 tobecome the 1st Indian company to design engineer and manufacture a True Wireless Earbudin India under GOI's Make in India scheme.
With trained & skilled manpower who have the expertise to precisely integrateelectronic and mechanical components of a variety of materials into tight spaces withoutcompromising performance form factor no longer limits performance at pTron.
As the brand continues to drive the audio accessories market in India & focused onramping up capabilities in terms of skilled manpower advanced machinery & equipmentwith a dedicated team of trained and experienced resources for advanced testing andresearch as they scale up gradually to include more products under the Make in Indiacatalog. The brand is all set to kick start its new manufacturing set-up in HyderabadTelangana. The new facility will primarily be the manufacturing hub for earphoneschargers and other key products.
As per Ameen Khwaja Founder & CEO pTron "India can become the next hub ofconsumer electronics manufacturing through the "Make in India" initiative. Themanufacturing base of certain products like PCBs and molds can be brought back to Indiaprovided the manufacturers are given subsidies and infrastructure for manufacturing. Bydoing this we can have better control over the product quality and pricing. This willalso generate huge job opportunities in India."
To promote Make in India the basic customs duties (BCD) for electronic devicesincluding headphones earphones and loudspeakers were hiked from 15 to 20 percent in theUnion Budget 2022. While other brands might have to increase their product prices toaddress the BCD issue pTron's Make in India initiative will help pass the cost-benefit tothe consumers directly without impacting its market position.
Paired Retail Private Limited:
Palred Retail Private Limited owns ecommerce website ptron. in and www.LatestOne.comthat specialize in selling of tech and mobile accessories such as Bluetooth speakers andheadsets cables power banks headsets smart watches fashion accessories etc.
Paired Technology Services Private Limited:
PTS offers a bouquet of Products through its brand "Xmate" that isexclusively available on Amazon.in. Xmate Sells products like Bluetooth headsetsBluetooth speakers wired headsets chargers and cables Computer Accessories Cameras& Camera Accessories etc. The brand faced many challenges during last 2 years becauseof high advertisement costs and competition from other big brands. The Company was notable to achieve desired growth and it continues to make losses. Hence the Company hasdecided to exit "Xmate" brand business.
18. Companies which have become or ceased to be subsidiaries:
During the FY 2021-22 there was no change in subsidiaries. For further analysis on theconsolidated performance the attention is invited to the section on Management Discussionand Analysis and notes to the consolidated financial statements.
19. Investment in subsidiaries:
During financial year 2021-22 the Company had not infused any capital in SubsidiaryCompanies.
20. Brand protections:
Your Company has taken appropriate actions against counterfeits fakes and other formsof unfair competitions/ trade practices.
PALRED PTRON #BELOUDBEPRIUD DaZon Xmate and LATESTONE are key intangible assets ofthe Company and its subsidiaries.
21. Independent director's familiarization programmes:
Independent Directors are familiarized about the Company's operations businessesfinancial performance and significant development so as to enable them to takewell-informed decisions in timely manner. Interaction with the Business heads and keyexecutives of the Company is also facilitated. Detailed presentations on importantpolicies of the Company are also made to the directors. Direct meetings with theChairperson are further facilitated to familiarize the incumbent Director about theCompany/its businesses and the group practices.
The details of familiarisation programme held in FY 2021-22 are also disclosed on theCompany's website and its web link is http://www.palred.com
22. Board Evaluation
Performance of the Board and Board Committees was evaluated on various parameters suchas structure composition diversity experience corporate governance competenciesperformance of specific duties and obligations quality of decision-making and overallBoard effectiveness. Performance of individual Directors was evaluated on parameters suchas meeting attendance participation and contribution engagement with colleagues on theBoard responsibility towards stakeholders and independent judgement. All the Directorswere subjected to peer-evaluation.
All the Directors participated in the evaluation process. The results of evaluationwere discussed in the Board meeting held in February 2022. The Board discussed theperformance evaluation reports of the Board Board Committees Individual Directors andIndependent External Persons. The Board upon discussion noted the suggestions / inputs ofthe Directors. Recommendations arising from this entire process were deliberated upon bythe Board to augment its effectiveness and optimize individual strengths of the Directors.
The detailed procedure followed for the performance evaluation of the Board Committeesand Individual Directors is enumerated in the Corporate Governance Report.
23. Meetings of the Board:
During the year eight (8) meetings of the Board of Directors of the Company wereconvened and held in accordance with the provisions of the Act. The date(s) of the BoardMeeting attendance by the directors is given in the Corporate Governance Report formingan integral part of this report.
24. Committees of the Board:
There are various Board constituted Committees as stipulated under the Act and ListingRegulations namely Audit Committee Nomination and Remuneration Committee StakeholdersRelationship and Risk Management Committee. Brief details pertaining to composition termsof reference meetings held and attendance thereat of these Committees during the yearhave been enumerated in Corporate Governance Report forming part of this Annual Report.
25. Audit Committee Recommendations:
During the year all recommendations of Audit Committee were approved by the Board ofDirectors.
26. Directors and key managerial personnel:
As on date of this report the Company has Six Directors out of those three areIndependent Directors including one Woman Independent Directors.
a) Appointment/Re-appointment of Directors of the Company: During the year noDirectors were appointed on Board.
b) Resignation/ Cessation of Directors of the Company:
During the year Mr. MVLN Murthy Non-Executive Director and Ms. Richa PatnaikIndependent Director communicated tendered their Resignation Letters to the Board andBoard consequently approved it. The Company has intimated about the Director Resignationto Registrar of Companies and Stock Exchanges in due course.
c) Key Managerial Personnel:
Key Managerial Personnel for the financial year 2021-22
Mr. Palem Supria Reddy Chairperson & Managing Director of the company.
Mr. P. Harish Naidu Chief financial officer of the company.
Mr. Shruti Mangesh Rege Company Secretary & Compliance Officer of theCompany.
27. Statutory audit and auditors report:
The members of the Company at their Annual General Meeting held on 30th September 2019have appointed M/s. MSKA & Associates as statutory auditors of the Company to holdoffice until the conclusion of 25th Annual General meeting of the Company. The Auditors'Report for fiscal year 2021-2022 does not contain any qualification reservation oradverse remark. The Auditors' Report is enclosed with the financial statements in thisAnnual Report. The Company has received audit report with unmodified opinion for bothStandalone and Consolidated Audited Financial Results of the Company for the FinancialYear ended March 31 2022 from the statutory auditors of the Company.
The Auditors have confirmed that they have subjected themselves to the peer reviewprocess of Institute of Chartered Accountants of India (ICAI) and hold valid certificateissued by the Peer Review Board of the ICAI.
28. Internal auditors:
Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts)Rules 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board andits Powers) Rules 2014; during the year under review the Internal
Audit of the functions and activities of the Company was undertaken by M/s LakshmiNiwas & Co. the Internal Auditor of the Company.
Deviations are reviewed periodically and due compliance was ensured. Summary ofSignificant Audit Observations along with recommendations and its implementations arereviewed by the Audit Committee and concerns if any are reported to the Board. Therewere no adverse remarks or qualification on accounts of the Company from the InternalAuditor.
As a practice of good Corporate Governance M/s. Lakshmi Niwas & Co. CharteredAccountants Hyderabad has tendered its resignation as an Internal Auditor of the Companyduring F.Y.2022-23. According to the provisions of Section 138 of Companies Act 2013 andon recommendations of Audit Committee the Board has appointed M/s. Seshachalam & Co.Chartered Accountants as an Internal Auditor of the Company for F.Y.2022-23.
29. Secretarial Auditor & Audit Report:
In terms of section 204 of the Companies Act 2013 read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 based upon the recommendations ofthe Audit Committee the Board of Directors had appointed Mr. Vivek Surana PracticingCompany Secretary (CP No. 12901) as the Secretarial Auditor of the Company for conductingthe Secretarial Audit for financial year ended March 31 2022.
The Secretarial Audit was carried out by Mr. Vivek Surana Practicing Company Secretary(CP No. 12901) for the financial year ended March 31 2022. The Report given by theSecretarial Auditor is annexed herewith as Annexure-L and forms integral part of thisReport.
The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
30. Annual Secretarial Compliance Report:
SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08 2019 read withRegulation 24(A) of the Listing Regulations directed listed entities to conduct AnnualSecretarial compliance audit from a Practicing Company Secretary of all applicable SEBIRegulations and circulars/ guidelines issued thereunder. Further Secretarial ComplianceReport dated May 16 2022 was given by Mr. Vivek Surana Practicing Company Secretarywhich was submitted to Stock Exchanges within 60 days of the end of the financial year.
31. Secretarial Audit of Material Unlisted Indian Subsidiaries:
M/s. Palred Electronics Private Limited (PEP) is a material subsidiary of the Companyundertake Secretarial Audit every year under Section 204 of the Companies Act 2013. TheSecretarial Audit of PEP for the Financial Year 2021-22 was carried out pursuant toSection 204 of the Companies Act 2013 and Regulation 24A of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. The Secretarial Audit Report of PEPsubmitted by Mr. Vivek Surana Practicing Company Secretary.
The Reports given by the Secretarial Auditor is annexed herewith and forms integralpart of this Report.
As required under Regulation 16(1) (C) of Listing Regulations the Company hasformulated and adopted a policy for determining 'Material' Subsidiaries which has beenhosted on its website at: https://www. palred.com
32. Cost records and cost audit:
Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Act are not applicable for the business activitiescarried out by the Company.
33. No Frauds reported by statutory auditors
During the Financial Year 2021-22 the Auditors have not reported any matter undersection 143(12) of the Companies Act 2013 therefore no detail is required to bedisclosed under section 134(3) (ca) of the Companies Act 2013.
34. Declaration by the Company
None of the Directors of the Company are disqualified for being appointed as Directorsas specified in Section 164 (2) of the Act read with Rule 14 of Companies (Appointment andQualifications of Directors) Rules 2014.
35. Conservation of energy technology absorption and foreign exchange outgo:
The required information as per Sec.134 (3) (m) of the Companies Act 2013 is providedhereunder and Rule 8 of Companies (Accounts) Rules 2014:
A. Conservation of Energy:
Your Company's operations are not energy intensive. Adequate measures have been takento conserve energy wherever possible by using energy efficient computers and purchase ofenergy efficient equipment.
B. Technology Absorption:
1. Research and Development (R&D): NIL
2. Technology absorption adoption and innovation: NIL
C. Foreign Exchange Earnings and Out Go:
1. Foreign Exchange Earnings: Nil
2. Foreign Exchange Outgo: Nil
36. Management discussion and analysis report:
Management discussion and analysis report for the year under review as stipulated underRegulation 34(2) (e) read with schedule V Part B of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 with the stock exchange in India is annexedherewith as Annexure- G to this report.
37. Risk management policy:
The Board of Directors had constituted Risk Management Committee to identify elementsof risk in different areas of operations and to develop policy for actions associated tomitigate the risks. The Committee is responsible for reviewing the risk management planand ensuring its effectiveness. The major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continual basis.
38. Corporate governance:
Your Company has taken adequate steps to ensure compliance with the provisions ofCorporate Governance as prescribed under the Listing Regulations. A separate section onCorporate Governance forming a part of this Report and the requisite certificate from theCompany's Auditors confirming compliance with the conditions of Corporate Governance isattached to the report on Corporate Governance as Annexure E.
39. Annual Return:
Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies(Management and Administration) Rules 2014 the Annual Return in Form MGT-7 is alsoavailable on the Company's website URL: https://www.palred.com
40. Authorised and paid-up capital of the company:
The authorized capital of the company stands at Rs. 350000000/- divided into28038800 equity shares of Rs.10/- each and 696120 redeemable optionally convertiblecumulative preference shares of Rs. 100/- each. The company's paid up capital is Rs.97325660/- divided into 9732566 equity shares of Rs. 10/- each.
41. Declaration of independence:
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with both the criteria of independence as prescribed undersub-section (6) of Section 149 of the Companies Act 2013 and under Regulation 16(1)(b)read with Regulation 25 of the Listing Regulations attached as Annexure K.
In compliance with Rule 6 of Companies (Appointment and Qualification of Directors)Rules 2014 all the PIDs of the Company have registered themselves with the IndiaInstitute of Corporate Affairs (IICA) Manesar and have included their names in thedatabank of Independent Directors within the statutory timeline.
The Independent Directors have also confirmed that they have complied with Schedule IVof the Act and the Company's Code of Conduct.
In terms of Regulations 25(8) of the Listing Regulations the Independent Directorshave confirmed that they are not aware of any circumstance or situation which exists ormay be reasonably anticipated that could impair or impact their ability to dischargetheir duties with an objective independent judgement and without any external influence.
During the year Independent Directors of the Company had no pecuniary relationship ortransactions with the Company other than sitting fees commission and reimbursement ofexpenses incurred by them for the purpose of attending meetings of the Board of Directorsand Committee(s).
42. Director's Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that for the financial year ended March 312022:
a) in the preparation of the annual accounts for the financial year ended 31 March2022 the applicable accounting standards and schedule III of the Companies Act 2013 havebeen followed and there are no material departures from the same;
b) the Directors have 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 your Company as on 31 March 2022 and of the profitand loss of the Company for the financial year ended 31 March 2022;
c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) The annual accounts have been prepared on a going concern basis;
e) Proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
f) Proper systems to ensure compliance with the provisions of all applicable laws werefollowed and that such systems were adequate and operating effectively.
43. Vigil Mechanism/Whistle Blower Policy:
The Company has formulated a Vigil Mechanism / Whistle Blower Policy pursuant toRegulation 22 of the Listing Regulations and Section 177(10) of the Act enablingstakeholders to report any concern of unethical behaviour suspected fraud or violation.
The said policy inter-alia provides safeguard against victimization of the WhistleBlower. Stakeholders including directors and employees have access to the ManagingDirector & CEO and Chairperson of the Audit Committee.
During the year under review no stakeholder was denied access to the Chairperson ofthe Audit Committee.
The policy is available on the website of the Company at www. palred.com.
44. Employee stock option scheme:
The Company has an Employee Stock Option (ESOP) scheme namely "Employee StockOption Scheme 2016-" (PALRED ESOP Scheme) which helps the Company to retain andattract right talent. The Nomination and Remuneration Committee (NRC) administers theCompany's ESOP scheme. There were no changes in the ESOP scheme during the financial yearunder review. The ESOP scheme is in compliance with the Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014 [SEBI (SBEB) Regulations 2014].
Disclosure in compliance with the SEBI (Share Based Employee Benefits) regulations2014are available on the company website of the company at www.palred.com
During the financial year 2021-22 no employee was granted stock option equal to orexceeding 1% of the issued share capital of the Company at the time of grant of options.
45. Corporate social responsibility policy:
Since your Company does not have net worth of Rs. 500 Crore or more or turnover of Rs.1000 Crore or more or a net profit of Rs. 5 Crore or more during the financial yearsection 135 of the Companies Act 2013 relating to Corporate Social Responsibility is notapplicable and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.
46. Secretarial Standards:
The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand such systems are adequate and operating effectively. During the year under review theCompany was in compliance with the Secretarial Standards (SS) i.e. SS-1 and SS- 2relating to "Meetings of the Board of Directors" and "GeneralMeetings" respectively.
The properties and assets of your Company are adequately insured.
48. Particulars of Loans Guarantees or Investments
During the year under review the Company has given a corporate guarantee to PalredElectronics Private Limited (a Subsidiary Company) amounting to Rs. 300000000/- (Rupeesthirty crores only). Details of loans guarantees and investments covered under theprovisions of Section 186 of the Act are given in the notes to the financial statements.
49. Internal Financial Control Systems:
Your Company has well laid out policies on financial reporting asset managementadherence to Management policies and also on promoting compliance of ethical andwell-defined standards. The Company follows an exhaustive budgetary control and standardcosting system. Moreover the management team regularly meets to monitor goals and resultsand scrutinizes reasons for deviations in order to take necessary corrective steps. TheAudit Committee which meets at regular intervals also reviews the internal control systemswith the Management and the internal auditors.
The internal audit is conducted at the Company and covers all key areas. All auditobservations and follow up actions are discussed with the Management as also the StatutoryAuditors and the Audit Committee reviews them regularly.
50. Related Party Transactions:
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of business. During the financial year2021-22 there were no materially significant related party transactions made by theCompany with Promoters Directors Key Managerial Personnel or other designated personswhich may have a potential conflict with the interest of the Company at large.
In line with the provisions of Section 177 of the Act read with the Companies (Meetingsof the Board and its Powers) Rules 2014 omnibus approval for the estimated value oftransactions with the related parties for the financial year is obtained from the AuditCommittee. The transactions with the related parties are routine and repetitive in nature.
The summary statement of transactions entered into with the related parties pursuant tothe omnibus approval so granted are reviewed & approved by the Audit Committee and theBoard of Directors on a quarterly basis. The summary statements are supported by anindependent audit report certifying that the transactions are at an arm's length basis andin the ordinary course of business
The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014 is is annexed herewith as Annexure- C to thisreport.
51. Policy on director's appointment and remuneration:
In adherence to the provisions of Section 134(3)(e) and 178(1) & (3) of theCompanies Act 2013 the Board of Directors upon recommendation of the Nomination andRemuneration Committee approved a policy on Director's appointment and remunerationincluding criteria for determining qualifications positive attributes independence of aDirector and other matters. The said Policy extract is covered in Corporate GovernanceReport which forms part of this Report and is also uploaded on the Company's website atwww.palred.com.
52. Particulars of Employees and related Disclosure:
Disclosure pertaining to remuneration and other details as required under section 197of the Companies Act 2013 read with rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is given in Annexure-D to this Report.
The Statement containing the particulars of employees as required under section 197(12)of the Companies Act 2013 read with rule 5(2) and other applicable rules (if any) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is providedin a separate annexure forming part of this report. Further the report and the accountsare being sent to the members excluding
During the year none of the employees is drawing a remuneration of Rs.10200000/- andabove per annum or Rs.850000/- per month and above in aggregate per month the limitsspecified under the Section 197(12) of the Companies Act2013 read with Rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
53. Implementation of Corporate Action
During the year under review the Company has complied with the specified time limitfor implementation of Corporate Actions.
54. Shares transferred to investor education and protection fund:
No shares were transferred to the Investor Education and Protection Fund during theyear under review.
55. Ratio of remuneration to each director:
Under section 197(12) of the Companies Act 2013 and Rule 5(1) (2) & (3) of theCompanies (Appointment & Remuneration) Rules 2014 read with Schedule V of theCompanies Act 2013 the ratio of remuneration of Mrs. Palem Supriya Reddy ManagingDirector of the Company to the median remuneration of the employees is 1.30:1 and of Mr.P. Harish Naidu CFO of the Company is 3.04:1.
56. Non-executive directors' compensation and disclosures:
None of the Independent / Non-Executive Directors has any pecuniary relationship ortransactions with the Company which in the Judgment of the Board may affect theindependence of the Directors.
57. Industry based disclosures as mandated by the respective laws governing thecompany:
The Company is not a NBFC Housing Companies etc. and hence Industry based disclosuresis not required.
58. Failure to implement corporate actions:
During the year under review no corporate actions were done by the Company.
59. Corporate insolvency resolution process initiated under the insolvency andbankruptcy code 2016.
No corporate insolvency resolution processes were initiated against the Company underthe Insolvency and Bankruptcy Code 2016 during the year under review.
The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandatedthe formulation of certain policies for all listed companies. All the policies areavailable on our website (https:// www.palred.com/investors/ policies). The policies arereviewed periodically by the Board and updated based on need and new compliancerequirement.
|Name of the policy ||Brief Description ||Website link |
|Board Diversity Policy ||At Palred Technologies Limited we believe that a truly diverse board will leverage differences in thought perspective knowledge skill regional and industry experience cultural and geographical background age ethnicity race and gender which will help us retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. ||https://www.palred. com |
|Nomination and Remuneration Policy ||This policy formulates the criteria for determining qualifications competencies positive attributes and independence for the appointment of a director (executive / non-executive) and also the criteria for determining the remuneration of the Directors key managerial personnel and other employees. ||https://www.palred. com |
|Policy on Material Subsidiaries ||The policy is used to determine the material subsidiaries and material non-listed Indian subsidiaries of the Company and to provide the governance framework for them. ||https://www.palred. com |
|Related Party Transaction Policy ||The policy regulates all transactions between the Company and its related parties ||https://www.palred. com |
61. Statutory compliance:
The Company has complied with the required provisions relating to statutory compliancewith regard to the affairs of the Company in all respects.
62. Code of conduct for the prevention of insider trading:
Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations 2015as amended from time to time the Company has formulated a Code of Conduct for Preventionof Insider Trading ("Insider Trading Code") and a Code of Practices andProcedures for fair disclosure of Unpublished Price Sensitive Information("UPSI").
The Code of Practices and Procedures for fair disclosure of UPSI is available on thewebsite of the Company at https:// www. Palred.com
63. CEO/CFO Certification:
As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the CEO/CFO certification is attached with theannual report as Annexure I.
64. Prevention of sexual harassment at workplace:
The Company has always believed in providing a safe and harassment free workplace forevery individual working in its premises through various policies and practices. TheCompany always endeavors to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment.
The Company has adopted a policy on Prevention of Sexual Harassment at Workplace whichaims at prevention of harassment of employees and lays down the guidelines foridentification reporting and prevention of undesired behavior. An Internal ComplaintsCommittee ("ICC") has been set up by the senior management (with women employeesconstituting the majority). The ICC is responsible for redressal of complaints related tosexual harassment and follows the guidelines provided in the Policy.
During the financial year ended March 31 2022 no complaints pertaining to sexualharassment have been received.
65. Green Initiatives:
In commitment to keep in line with the Green Initiative and going beyond it to createnew green initiatives electronic copy of the Notice of 23rd Annual General Meeting of theCompany are sent to all Members whose email addresses are registered with theCompany/Depository Participant(s). For members who have not registered their e-mailaddresses physical copies are sent through the permitted mode.
66. Event Based Disclosures
During the year under review the Company has not taken up any of the followingactivities:
1. Issue of sweat equity share: NA
2. Issue of shares with differential rights: NA
3. Issue of shares under employee's stock option scheme: NA
4. Disclosure on purchase by Company or giving of loans by it for purchase of itsshares: NA
5. Buy back shares: NA
6. Disclosure about revision: NA
7 Preferential Allotment of Shares: NA
67. Disclosure pursuant to Part A of Schedule V of SEBI LODR
Disclosure pursuant to Part-A of Schedule V read with Regulation 34(3) of SEBI isattached as Annexure-M of this report.
68. Other Disclosures:
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
a. Issue of equity shares with differential rights as to dividend voting or otherwise.
b. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.
c. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.
69. Appreciation & acknowledgement:
Your Directors place on record their appreciation for the overwhelming co-operation andassistance received from the investors customers business associates bankers vendorsas well as regulatory and governmental authorities. Your Directors also thanks theemployees at all levels who through their dedication co-operation support and smartwork have enabled the company to achieve a moderate growth and is determined to poise arapid and remarkable growth in the year to come.
Your Directors also wish to place on record their appreciation of businessconstituents banks and other "financial institutions and shareholders of the Companylike SEBI BSE NSE NSDL CDSL ICICI Bank Kotak Mahindra Bank and CITI Bank etc. fortheir continued support for the growth of the Company.
| ||For and on behalf of the Board of || |
| ||Palred Technologies Limited || |
| ||Sd/- ||Sd/- |
| ||P. Supriya Reddy ||S. Vijaya Saradhi |
| ||Chairperson & Managing Director ||Director |
| ||(DIN: 00055870) ||(DIN: 03089889) |
|Place: Hyderabad || || |
|Date: 19.08.2022 || || |