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Pan Electronics (India) Ltd.

BSE: 517397 Sector: Engineering
NSE: N.A. ISIN Code: INE648E01010
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VOLUME 8
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Pan Electronics (India) Ltd. (PANELECTRONICS) - Director Report

Company director report

Your Directors have pleasure in presenting their Thirty-Ninth Annual Report and theAudited Financial Statements for the financial year ended March 312022 together with theIndependent Auditor's Report.

1. FINANCIAL RESULTS:

Particulars Not e No. 31-Mar-22 31-Mar-21
REVENUE
Revenue from operations 19 22058269 -
Other Income 20 309843 56163708
Total Revenue 22368112 56163708
EXPENSES
Cost of Materials Consumed 21 24195531 -
Changes in inventories 22 (2949448) -
Employee benefit expenses 23 13035281 4955772
Finance costs 24 5181875 4599374
Depreciation and amortization 3 8953931 6989334
Other Expenses 25 11070389 5820102
Total Expenses 59487560 22364581
Profit/(loss) before exceptional items and tax (37119448) 33799126
Exceptional items - -
Profit/(loss) before tax (37119448) 33799126
Tax expense:
1. Current tax - -
2. Deferred tax - -
Profit/(loss) for the period from continuing operations (37119448) 33799126
Profit/(loss) from discontinued operations - -
Tax expense of discontinued operations - -
Profit/(loss) from discontinued operations (after tax) - -
Profit/(loss) for the period (37119448) 33799126
Other Comprehensive Income - -
Items that will not be reclassified into profit and loss
-Actuarial (Loss)/Gain-Gratuity 70433 -
Total Comprehensive Income and Other Comprehensive Income for the period (37049015) 33799126
Earnings per equity share (for continuing operation)
Weighted average no. of equity shares
Basic (in Rs.) (9.2799) 8.4498
Diluted (in Rs.) (9.2799) 8.4498
Earnings per equity share (for continuing and discontinued operation)
Basic (in Rs.) (9.2799) 8.4498
Diluted (in Rs.) (9.2799) 8.4498

2. BUSINESS OVERVIEW AND STATE OF AFFAIRS

Management Discussion and Analysis Report for the year under review as stipulated inRegulation 34 (2) (e) of SEBI Listing Regulations is given as a separate part of theannual report. It contains a detailed write up and explanation about the performance ofthe company.

3. DIVIDEND

There is no dividend was declared or paid during the year under report.

4. TRANSFER TO RESERVES

During the financial year the Company has not transferred any amount to GeneralReserves due to loss incurred during the financial year.

5. SHARE CAPITAL

During the financial year there were no changes in the Authorized Share Capital andPaid-up share capital of the Company.

As on March 31 the Authorized Share Capital of the Company was Rs. 100000000(Rupees Ten Crores) and the Paid-up Share Capital was Rs. 40000000/- (Rupees FourCrores only)

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report in terms of Regulation 34(2) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (the "ListingRegulations") is attached and forms part of this Annual Report.

7. SUBSIDIARIES ASSOCIATES AND JOINT VENTURES

There is no subsidiaries associates and join ventures

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF THE REPORT

There have been no material changes and commitments which affect the financialposition of the Company that have occurred between the end of the financial year to whichthe financial statements relate and the date of this Report.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL PARTICULARS OF EMPLOYEES

The composition of the Board of Directors of the Company is in conformity with theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. During the year there were changes in the Board of Directors.

Based on the recommendation of the Nomination and Remuneration Committee the Board ofThe composition of the Board of Directors of the Company as on the date of this report isas below:

1 GULLU GELLARAM TALREJA - Managing Director

2 ABHISHEK PRAKASH TALREJA - Whole-time Director

3 NITESH NANIK ROHERA - Director (Independent) (Appointed - 30.05.19)

4 AMBUSARAVAN ASHA - Director (Independent)

5 BHARATH K L - Company Secretary

6 ANIL HARGOBIND KHILNANI - CFO (KMP)

10. NUMBER OF MEETINGS OF THE BOARD

Meetings of the Board are held at regular intervals with a time gap of not more than120 days between two consecutive Meetings. During the financial year under review 10(Ten) Meetings were held on

1. June 30 2021

2. August 14 2021

3. August 20 2021

4. September 04 2021

5. September 30 2021

6. October 15 2021

7. November 14 2021

8. November 25 2021

9. February 12 2022

10. March 23 2022

Name of the Director Category Board Meetings held Board Meetings Attended Attended Last AGM
Mr. GULLU GELLARAM TALREJA Managing Director 10 10 Yes
Mr. ABHISHEK PRAKASH TALREJA Whole time Director 10 10 Yes
Mrs. AMBUSARAVAN ASHA Director 10 10 Yes
Mr. NILESH RATHNAKAR DESHPANDE Additional Director (Independent) 10 10 Yes

11. COMMITTEES MEETINGS Audit Committee

The Company has complied with the requirements of Section 177 of the Companies Act2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 relating to the composition of the Audit Committee. During the yearthe composition of the Audit Committee was as follows -

1. Nitesh Nanik Rohera - Chairman

2. Abhishek Prakash Talreja - Member

3. Ambusaravan Asha - Member

Chairman Managing Director Chief Financial Officer Chief Operating Officer InternalAuditors and Statutory Auditors are invitees to the Meeting. Company Secretary of theCompany acts as the Secretary to the Committee Meetings.

The Audit Committee Meetings were held at regular intervals with a time gap of not morethan 120 days between two consecutive meetings. During the year the Audit Committee hasmet 04 (Four) times on 30 June 202114 august 2021 14 November 2021 and 12 February2022.

The attendance details of each Member of the Committee are as below:

Name of the Director No. of Meetings held No. of Meetings attended
Nitesh Nanik Rohera 4 4
Abhishek Prakash Talreja 4 4
Ambusaravan Asha 4 4

Nomination and Remuneration Committee (NRC)

Pursuant to the provisions of Section 178 of the Companies Act 2013 and Regulation 19of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board hasconstituted Nomination and Remuneration Committee.

The terms of reference of the Committee inter alia the following:

(a) Chairman: Chairman of the Committee shall be an Independent Director as may beelected by the members of the Committee.

(b) Quorum: Quorum for Meeting of the Committee shall be a minimum of two membersprovided one of them shall always be an Independent Director.

(c) Frequency of Meetings: The Committee may meet at such times as may be deemednecessary.

(d) Role: The Role of the Committee shall include inter-alia the following:

• Formulation of criteria for determining qualifications positive attributes andindependence of a Director and recommend to the Board a Policy relating to theremuneration of the Directors Key Managerial Personnel and other employees;

• Formulation of criteria for evaluation of Independent Directors and the Boardincluding carrying out evaluation of every Director's performance;

• Devising a Policy on Board diversity;

• Identifying persons who are qualified to become Directors and who may beappointed in senior management in accordance with the criteria laid down and recommend tothe Board for their appointment and removal.

• Such other matters as may be prescribed under the Companies Act 2013 listingagreement and by the Board of Directors of the Company from time to time.

• Recommend to the board all remuneration in whatever form payable to seniormanagement.

(e) Invitees: The Committee may invite such executives of the Company and such otherpersons as it may consider appropriate.

(f) Secretary to the Committee: The Company Secretary shall be the Secretary of theCommittee who shall flag actions and serve as executive support to the Committee.

The composition of the Committee during the year was as follows:

1. Nitesh Nanik Rohera - Chairman

2. Abhishek Prakash Talreja - Member

3. Ambusaravan Asha - Member

During the financial year Once (1) Meeting of the Committee were held on 22ndFebruary2022 The attendance details of each Member of the Committee are as below:

Name of the Director No. of Meetings held No. of Meetings attended
Nitesh Nanik Rohera 1 1
Abhishek Prakash Talreja - Whole-time Director 1 1
Ambusaravan Asha - Director (Independent) 1 1

Details of the sitting fees fixed by the Board for attending the Board / CommitteeMeetings are as below:

Board Meeting Rs. 2500
Audit Committee Meeting Rs. 2500
Investor Grievance Committee Rs. 2500
Other Committee Meeting Rs. 2500

Stakeholders' Relationship Committee

During the year the composition of the Stakeholders' Relationship committee was asfollows:

1. Abhishek Prakash Talreja - Chairman

2. Ambusaravan Asha - Member

This Committee monitors and addresses investors complaints transfer of Sharestransmission etc. based on the information provided by the Company's Registrars and ShareTransfer Agents.

No queries/complaints were received from the Shareholders during the period exceptchange of address and non-receipt of dividend warrants and non-receipt of sharecertificates. All of them have been addressed to the satisfaction of the Shareholders. Asof March 312021 no complaints were pending.

During the financial year Once (1) Meeting of the Committee were held on 23rdFebruary2022. Independent Director

During the year under review the Independent Directors met on 22nd February 2022 inter alia and transacted the following business:

• Evaluation of the performance of the Non-Independent Directors and the Board ingeneral

• Evaluation of the performance of the Chairman of the Company taking into accountthe views of the Executive and Non- Executive Directors

• Evaluation of the process of flow of information between the Management and theBoard that is necessary for the Board to effectively and reasonably perform its duties

All the Independent Directors were present in the Meeting.

The composition of the Committee during the year was as follows:

1. Nitesh Nanik Rohera - Chairman

2. Ambusaravan Asha - Member

12. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual Directors pursuant to the provisions of the Companies Act2013 and corporate governance requirements as prescribed by SEBI Listing Regulations.

The performance of the Board was evaluated by the Board seeking inputs from alldirectors on the basis of criteria such as adequacy of the composition of the Board andits Committees Board culture effectiveness of board processes and performance ofspecific duties obligations and governance. The performance of the Committees wasevaluated by the Board on the basis of criteria such as composition of committeeseffectiveness of committee meetings etc. The individual Directors were evaluated onparameters such as level of engagement and contribution of the individual director to theBoard and committee meetings independence of judgment etc.

In a separate meeting of the independent directors held on 22nd February 2022performance of the nonindependent directors and Board as a whole was reviewed andperformance of Chairman of the Company was reviewed after taking into account views ofExecutive Director. Performance evaluation of independent directors was done by the entireBoard excluding the independent director being evaluated.

13. STATUTORY AUDITORS AND STATUTORY AUDITORS' REPORT

M/s. B. N. Subramanya & Co. (Firm Registration No: 004142S) Chartered Accountantshold office until the conclusion of the five-year period. As required by the provisions ofthe Companies Act 2013 the auditors to be re-appointed by members at this AGM.

Certificate of the Statutory Auditors regarding COMPLIANCE OF CONDITIONS OF CORPORATEGOVERNANCE forms part of the Annual report.

There are no qualifications or adverse remarks in the Statutory Auditors' Report whichrequire any explanation from the Board of Directors. The Statutory Auditors have expressedan unmodified opinion in the audit reports in respect of the Audited standalone andconsolidated Financial Statements for the financial year ended March 31 2022.

14. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

The Board has appointed Mr. Vivek Bhat a Practicing Company Secretary (Membership No.FCS-7708) as the Secretarial Auditor as per the provisions of Section 204 of the CompaniesAct 2013 for the financial year 2021 -22. The Secretarial Audit Report issued by him isenclosed as "Annexure - I" to this Report.

There are qualification and adverse remarks mention in Secretarial Auditor Reportcompany consider the same and taking proactive steps to make it proper and some of thecompliance we are not able to complete due to incurring loss and negative net worth.

15. MAINTENANCE OF COST RECORDS

The maintenance of cost records and requirement of cost audit as prescribed by theCentral Government under the provisions of the Section 148(1) of the Act are notapplicable to the business activities carried out by the Company. Accordingly such costaccounts and records are not maintained by the Company.

16. ANNUAL RETURN

Pursuant to the provisions of the Sections 92(3) and 134(3) (a) of the Act the AnnualReturn of the Company for FY 2021 -22 is available on the website of the Company athttps://panelectronicsindia.com/investors/.

17. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company. During the year there no such employees applicable.

18. RISK MANAGEMENT POLICY

The Company has Risk Management Policy in place. To oversight in the area of financialrisks and controls. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis.

The development and implementation of Risk Management Policy has been covered in themanagement discussion and analysis which forms part of this report. The Company has takenDirectors' and Officers' Liability Insurance Policy.

19. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to thefinancial statements. During the year such controls were evaluated and no reportabledeficiency in the design or operation of such controls were observed.

20. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

21. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The particulars of loans guarantees and investments have been disclosed in thefinancial statements which forms part of this Annual Report.

22. TRANSACTIONS WITH RELATED PARTIES

The particulars of transactions entered into with the related parties referred to inSection 188(1) and applicable rules of the Act have been given in Annexure - III to thisReport in Form AOC-2.

23. CORPORATE SOCIAL RESPONSIBILITY

The provisions Corporate Social Responsibility is not applicable to the company.

24. DEPOSITS

The Company has neither accepted nor renewed any deposits during the financial year.

25. CORPORATE GOVERNANCE REPORT

in accordance with Regulation 15(2) (a) of the SEBI (LODR) Regulations 2015 thecompliance with the corporate governance provisions as specified in regulations 17 17A18 19 20 21 22 23 2424A 25 26 27 and clauses (b) to (i) and (t) of subregulation (2) of regulation 46 and para-C D and E of Schedule V shall not apply inrespect of -

The listed entity having paid up equity share capital not exceeding rupees ten croreand net worth not exceeding rupees twenty-five crore as on the last day of the previousfinancial year.

Since the paid-up Equity Share Capital and Net-worth of the Company as on the last dayof the previous financial year was below the stipulated limits as prescribed underRegulation 15 (2) (a) of SEBI (LODR) Regulations 2015 the Company has claimed exemptionunder the said Regulation. Accordingly the Company is not required to submit theCorporate Governance Report as required under Regulation 27(2) of SEBI (LODR)Regulations 2015.

As required under Schedule V (C) of SEBI Listing Regulations Management Discussion andAnalysis Report is attached and forms part of this report.

26. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy technology absorption and foreignexchange earnings and outflow as required to be disclosed under Section 134 (m) of theCompanies Act 2013 read with Rule 8(3) of Companies (Accounts) Rules 2014 is annexedherewith as Annexure - IV to this Report.

27. DIRECTORS' RESPONSIBILITY STATEMENT

In pursuance of Section 134 (3) (c) of the Companies Act 2013 the Board of Directorsof the Company confirms and submits that:

i) in the preparation of the annual accounts the applicable Accounting Standards havebeen followed and there have been no material departure;

ii) the selected accounting policies were applied consistently and the judgments andestimates made are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 312022 and of the profits of the Company for theyear ended on that date;

iii) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv) the annual accounts have been prepared on a 'going concern' basis;

v) adequate system of internal financial controls has been laid down and the saidsystem is operating effectively; and

vi) Proper systems to ensure compliance with the provisions of all applicable laws havebeen devised and such systems were adequate and are operating effectively.

28. STATEMENT OF EMPLOYEES PURSUANT TO RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENTAND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company. During the year there no such employees applicable.

29. OBSERVANCE OF THE SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANYSECRETARIES OF INDIA

The Company complies with applicable mandatory secretarial standards issued by theInstitute of Company Secretaries of India.

30. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place a Sexual Harassment Policy in line with the requirements ofthe Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal)Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this Policy.

Summary of sexual harassment complaints received and disposed off during the financialyear 2021 -22:

No. of complaints received: NIL No. of complaints disposed off: NA

31. CAUTIONARY NOTE:

Management Discussion and Analysis forming part of this Report is in compliance withCorporate Governance Standards SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 with Stock Exchanges and such statements may be "forwardlooking" within the meaning of applicable securities laws and regulations. Actualresults could differ materially from those expressed or implied. Important factors thatcould make a difference to the Company's operations include economic conditions affectingdemand/supply and price conditions in the domestic and overseas markets/currencyfluctuations in which the Company operates changes in the Government regulations taxlaws and other statutes and other incidental factors.

32. HEALTH SAFETY AND ENVIRONMENTAL PROTECTION (HSE)

The Company's efforts towards reinforcing a positive safety culture have resulted ininjury free atmosphere. Further during the financial year no occupational illness casewas reported. Due to continued efforts to conserve water and energy specific water andenergy consumption also got reduced.

33. ACKNOWLEDGEMENTS

The Directors place on record their appreciation for valuable contribution made byemployees at all levels active support and encouragement received from variousGovernmental agencies Company's Bankers Customers vendors distributors BusinessAssociates and other Acquaintances.

Your Directors recognize the continued support extended by all the Shareholders andgratefully acknowledge with a firm belief that the support and trust will continue in thefuture.

Bangalore By Order of the Board
12/08/2022 PAN Electronics (India) Limited
SD/-
GULLU GELLARAM TALREJA
Chairperson

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