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Positive Electronics Ltd.

BSE: 539178 Sector: Others
NSE: N.A. ISIN Code: INE813P01016
BSE 05:30 | 01 Jan Positive Electronics Ltd
NSE 05:30 | 01 Jan Positive Electronics Ltd

Positive Electronics Ltd. (POSITIVEELECTR) - Director Report

Company director report

To

The Shareholders

M/s Positive Electronics Limited

Your Directors have the pleasure in presenting the 41st Annual Report on thebusiness operations of the Company for the financial year ended on March 31 2022 togetherwith the Audited Financial Accounts and Auditor's Report thereon for the financial year2021 22:

HIGHLIGHTS OF FINANCIAL RESULTS:

The financial performance of the Company for the financial year ended on March 31 2022is summarized below -

Particulars 31st March 2022 31st March 2021
(In Rs.) (In Rs.)
Gross Income 686651.45 493803.00
Profit Before Interest &
Depreciation (76978.78) (86650.00)
Finance Charge -
Gross Profit (76978.78) (86650.00)
Provision for Depreciation - -
Exceptional Items - -
Net Profit Before Tax (76978.78) (86650.00)
Provision for Tax -
7323.00
Net Profit After Tax
(76978.78) (93973.00)
Balance of Profit carried Forward 4251735.22 4328714.00
Balance available for appropriation - -
Proposed Dividend on Equity - -
Shares
Tax on Proposed Dividend - -
Transfer to Reserve - -

THE STATE OF COMPANY'S AFFAIRS:

Your Directors are optimistic about Company's business and hopeful of betterperformance in next year.

CHANGE IN NATURE OF BUSINESS IF ANY:

There has been no change in the business of the Company during the financial year underreview. Your Board is optimistic about the Company business and hopeful of betterperformance in the upcoming years.

DIVIDEND:

Your Directors has not recommended any dividend for the current financial year.

TRANSFER TO RESERVE:

The Company has not transferred any amount to the Statutory Reserves.

CAPITAL STRUCTURE OF THE COMPANY:

During the financial year under review the Authorised Share Capital of the Companystood at Rs. 32400000/- (Rupees Three Crores Twenty Four Lakhs Only) and the IssuedSubscribed and Paid- Up Share Capital stood at Rs. 32000000/- (Rupees Three CroresTwenty Lakhs Only) divided into 3200000 shares of Rs. 10/- each.

During the period under review the Company has not issued any shares.

DETAILS OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURES:

The Company does not have any subsidiaries associates or joint ventures as on March31 2022.

LISTING WITH THE STOCK EXCHANGE(S):

The Equity Shares of the Company are presently listed at the Bombay Stock Exchange andthe Calcutta Stock Exchange.

DEPOSITS:

Your Company had no opening balance of Deposits on April 01 2021. Further yourCompany has not accepted any deposits during the financial year 2021 22 and as such noprincipal or interest were outstanding as on March 31 2022 as per the provisions of theCompanies Act 2013 read with the Rules framed there under.

LOAN FROM BANKS OR FINANCIAL INSTITUTIONS:

The Company has not taken any loan from the Banks or Financial Institutions during thefinancial year under review.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

BOARD OF DIRECTORS: During the year under review the following directors areacting on the Board of the Company:

Sl. No. Particulars DIN Designation
01 Abhishek Sharad 00484115 Non- Executive Director
02 Chirag Bhupendrabhai Kashiparekh 07498727 Non- Executive Director
03 Sujeet Singh 07135507 Independent Director
04 Vinay Sureka 03394556 Independent Director
05 Shambhu Kumar Agarwal 03557757 Independent Director
06 Roma Jha 09494476 Whole Time Director

KEY MANAGERIAL PERSONNEL: In terms of Section 203 of the Companies Act 2013the following are the Key Managerial Personnel of the Company:

Sl. No. Particulars Designation
01 Amitabh Sharad Chief Financial Officer
02 Rahul Kumar Lodha Company Secretary & Compliance Officer

APPOINTMENT/ RE- APPOINTMENT AND RESIGNATION OF DIRECTORS:

During the FY 21-22 Ms. Bhavika Dharmendra Gandhi (DIN: 07389802) has resigned as theWhole Time Director of the Company w.e.f 14/02/2022. Mr. Narendra Mathurbhai Gandhi (DIN:07389831) has resigned as Independent Director of the Company w.e.f 14/02/2022.The Boardin its meeting held on 14/02/2022 has accepted the resignation of Ms. Bhavika DharmendraGandhi (DIN: 07389802) and Mr. Narendra Mathurbhai Gandhi (DIN: 07389831).

Ms. Roma Jha (DIN: 09494476) has been appointed as the Whole Time Director of theCompany for a period of 5 years w.e.f 14/02/2022.

Mr. Shambhu Kumar Agarwal (DIN: 03557757) has been appointed as the IndependentDirector of the Company for a period of 5 years w.e.f 14/02/2022.

In accordance with the provisions of the Section 149 152 and other applicableprovisions of the Companies Act 2013 read with the Rules framed thereunder Mr. AbhishekSharad (DIN: 00484115) director of the Company will retire by rotation in the ensuingAnnual General Meeting and being eligible offers himself for re-appointment. The Boardrecommends his appointment for the consideration of members of the Company in the ensuingAnnual General Meeting.

BOARD MEETINGS:

During the year five (05) meetings of the Board of Directors were held details ofwhich are given below:

Sl. No. Date of Meeting
01 30.06.2021
02 14.08.2021
03 07.09.2021
04 13.11.2021
05 14.02.2022

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/ TRIBUNALS

IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERTIONS IN FUTURE:

During the year under review no significant and material orders were passed by theRegulators or Courts or Tribunals having an impact on the going concern status and futureoperations of the Company.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There is no material changes and commitments affecting the financial position of thecompany have occurred between the end of the financial year of the company to which thefinancial statements relate and the date of this report.

DECLARATION BY INDEPENDENT DIRECTORS:

Each Independent Director on the Board of the Company meets the criteria ofindependence as laid out in sub-section (6) of Section 149 of the Companies Act 2013 readwith the Rules framed thereunder and also meet the requirements of the Listing Agreemententered into with the Stock Exchanges.

Further the Independent Directors of your Company in the meeting held on 14thFebruary 2022 has reviewed and evaluated the performance of Non-Independent Directors ofthe Company amongst transacting other matters as per the Agenda.

Moreover the necessary declaration from each of the Independent Directors of theCompany as required under Section 149(7) of the Companies Act 2013 is enclosed as

"ANNEXURE IV".

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013:

In terms of provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 the Company has already formulated a Policy toprevent Sexual Harassment of Women at Workplace. In addition to above there were no suchcases filed pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

CORPORATE SOCIAL RESPONSIBILITY:

The provision of Section 135 of Companies Act 2013 read with the Rules framed thereunder is not applicable to the company as it is not matching with the criteria specifiedin the said section.

AUDIT AND AUDITORS:

STATUTORY AUDITOR:

M/s Mukesh Choudhary & Associates (FRN: 325258E) Chartered Accountants Kolkatacontinue to hold office as the Statutory Auditors of the Company for the Financial Yearended on March 31 2022.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204(1) of the Companies Act 2013 and theCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014 the Boardhad appointed Ms. Bharti Mundhra Practicing Company Secretary to undertake theSecretarial Audit for the F.Y. 2021 - 22.

The Secretarial Audit Report for F.Y. 2021 22 is forms part of the Annual Report. TheSecretarial Audit Report does not contain any qualifications reservations adverse remarkor disclaimer.

COST AUDITOR:

During the period under review Cost Audit is not applicable to the Company.

BOARDS'S COMMENTS ON AUDITOR'S REPORTS:

There is no qualification reservation or adverse remark made either by the StatutoryAuditor or the Secretarial Auditor in his/ her report pertaining to the financial yearunder review.

REPORTING OF FRAUDS BY AUDITORS:

In terms of Section 143(12) of the Companies Act 2013 neither the Statutory Auditornor the Secretarial Auditor has found any instances of frauds in the Company during thecourse of performance of their duties as such. This clause is therefore not applicable onthe Company.

DEVELOPMENY AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has developed and implemented a risk management policy which identifiesmajor risks which may threaten the existence of the Company. The same has also beenadopted by your Board and is also subject to its review from time to time. Risk mitigationprocess and measures have been also formulated and clearly spelled out in the said policy.

CONSERVATION OF ENERGY TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS &OUTGO:

The management of your Company would like to share the highlights of its performance onthe conservation of energy technology absorption foreign exchange earnings and outgo asbelow:

CONSERVATION OF ENERGY/ RESOURCES:

The Company is continuously striving towards improving the energy conservation measuresin all areas. Company ensures strict compliance with all the statutory requirements andhas taken several sustainable steps voluntarily to contribute towards better environment.Few steps are listed below:

Conservation of natural resources like electricity oil and fuel; Use of naturallighting and natural ventilation; Rain water harvesting and water conservation; Reducereuse recycle of waste and eco-friendly waste disposal.

TECHNOLOGY ABSORBTION:

With the globally changing business environment it is necessary to have developedtechnology. The Company has undertaken various initiatives towards technology absorptionand derived benefits like cost reduction product improvement and product development etc.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The foreign exchange earnings and outgo during the financial year 2021-22 is Nil.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the provision of section 134(5) of the Companies Act 2013 your Directorsconfirmed that:

a) In the preparation of the Annual Accounts for the Financial year ended 31stMarch 2022 the applicable Accounting Standards have been followed and there is nomaterial departure from the same;

b) The directors had selected such accounting policies and applied them consistentlyand made judgment and estimates that are reasonable and prudent so as to give a true andfair view of the State of affairs of the company as at 31st March 2022 and ofthe profit 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 Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) The directors have prepared the annual accounts on a going concern basis. e) Thedirectors have devised proper system to ensure compliance with the provision of allapplicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The details of Loans Guarantees and Investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

There were no contracts or agreement with related party/(ies) made during the year.Therefore the provisions of Section 188 of the Companies Act 2013 were not attracted.Thus disclosure in Form AOC-2 is not required.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The management has put in place effective Internal Control Systems to providereasonable assurance for: Safeguarding assets and their usage; Maintenance of ProperAccounting Records; Adequacy and Reliability of the information used for carrying onBusiness Operations.

The Audit Committee as well as the Board of Directors reviews the adequacy andeffectiveness of internal financial controls with respect to the financial statements andsuggests improvement for strengthening them from time to time.

PERFORMANCE EVALUATION:

The Board of Directors formulated and adopted a Board Evaluation Framework for theperiod under review for evaluating the performance of the Board as whole as a committeeand as individual directors.

Pursuant to the said evaluation framework the Board evaluated the performance itsperformance as well as of its committees and of individual directors for the FinancialYear 2021 22 and consequent to such evaluation it was of the view that the performance ofthe Board as a whole was adequate and fulfilled the parameters stipulated in theevaluation framework in its pro- growth activity and successfully faced challengingoperational climatic and economic adversities during the year. Further the IndividualDirectors fulfilled their applicable responsibilities and duties laid down by the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and the Companies Act2013 and at the same time contributed with their valuable knowledge experience andexpertise to grab the opportunity and counter the adverse challenges faced by the Companyduring the year.

BOARD COMMITTEES:

The Company had constituted such committees as are required under the provisions of theCompanies Act 2013 read with the Rules framed thereunder along with the SEBI (ListingObligation and Disclosure) Regulations 2015.

The following committees are functional: Audit Committee Nomination & RemunerationCommittee

Stakeholder's Relationship Committee

In addition to the above the Board has also adopted a policy on Vigil Mechanism.

AUDIT COMMITTEE:

The Composition of the Audit Committee and the meetings attended by each of the membersas on March 31 2022 is given below. Four Audit Committee meetings were held on 30thJune 2021 14th August 2021 13th November 2021 and 14thFebruary 2022 during the financial year 2021-22 under review.

Name of the Director Position in the Committee No. of Meetings attended
Narendra Mathurbhai Gandhi Chairperson 3
Sujeet Singh Chairperson 1
Vinay Sureka Member 4
Chirag Bhupendrabhai Kashiparekh Member 4

Such constitution of the Audit Committee meets the requirements of Section 177 of theCompanies Act 2013 and Regulation 18 of the Listing Obligations & DisclosureRequirements Regulations 2015.

NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee comprised of the following members as onMarch 31 2022. Two meetings of the Nomination & Remuneration Committee were held on30th June 2021 and 14th February 2022 during the financial year 2021-22under review.

Name of the Director Position in the Committee No. of Meetings attended
Narendra Mathurbhai Gandhi Chairperson 1
Vinay Sureka Chairperson 1
Sujeet Singh Member 2
Chirag Bhupendrabhai Kashiparekh Member 2

Such constitution of the Nomination & Remuneration Committee meets the requirementsof Section 178 of the Companies Act 2013 and Regulation 19 of the Listing Obligations& Disclosure Requirements Regulations 2015.

STAKEHOLDER'S RELATIONSHIP COMMITTEE:

The Stakeholder's Relationship Committee comprised the following members as on

March 31 2022. One meeting of the Stakeholder's Relationship Committee was held on 30thNovember 2021 during the financial year 2021-22 under review:

Name of the Director Position in the Committee No. of Meetings attended
Narendra Mathurbhai Gandhi Chairperson 1
Sujeet Singh Member 1
Chirag Bhupendrabhai Kashiparekh Member 1

VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy as part of the Vigil Mechanism toprovide appropriate avenues to the Directors and Employees of the Company to bring to theattention of the management any issue which is perceived to be in the violation of or inconflict with the business interest of the company. During the year there have been nocomplaints received.

MANAGEMENT DISCUSSION AND ANALYSIS:

In compliance with Regulation 34(3) read with Schedule V of the SEBI (ListingObligation and Disclosure Requirements) Regulation 2015 a report on the ManagementDiscussion and Analysis forms an integral part of the Director's Report annexed herewithmarked as

"ANNEXURE- II".

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Company has adopted a policy on the appointment and remuneration of the directorsas approved by the Nomination & Remuneration Committee and the Board of Directors.Some of the salient features of the policy are: (ANNEXURE- III)

NON- EXECUTIVE DIRECTORS: The Non- Executive Director shall be entitled to suchsums as sitting fees as may be approved by the Board from time to time for all suchmeetings of the Board and/ or Committees as may be attended by them. Such sitting feesshall however be within the overall limits as prescribed under the Companies Act 2013read with the Rules framed thereunder. Presently no sitting fees have been prescribed bythe Board of Directors.

EXECUTIVE DIRECTORS: The Company shall pay remuneration by way of salariesperquisites and allowances fixed as well as variable to the Managing Director as well asWhole Time Directors. Such remuneration shall be subject to the provisions of Section 197and other sections if any of the Companies Act 2013 read with Schedule V of the Act.

If in any financial year the Company has no profits or inadequate profits suchremuneration shall be in accordance with the provisions of Schedule V of the Act and ifnot in compliance thereof prior approval of the Central Government shall be requisite.

The Key Managerial Personnel Senior Managerial Personnel and other employees of theCompany shall be paid monthly remuneration as per the Company's HR policy or as may beapproved by the Nomination & Remuneration Committee.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCYCODE 2016:

During the financial year under review the Company has neither made any applicationnor any application or proceeding are pending under the Insolvency and BankruptcyCode2016.

ACKNOWLEDGEMENT:

Your Board wishes to place on record its deep appreciation of Directors of your companyfor their immense contribution by way of strategic guidance sharing of knowledgeexperience and wisdom which help your company take right decisions in achieving itsbusiness goals.

Your Board acknowledges with thanks the support given by suppliers customers BankersGovernment Authorities Shareholders and Employees of the Company at all levels and looksforward for their continued support.

For and on behalf of the Board

POSITIVE ELECTRONICS LIMITED

Sd/- Sd/-
Roma Jha ABHISHEK SHARAD
Whole Time Director Director
DIN: 09494476 DIN: 00484115
DATE: 28th May 2022
PLACE: Kolkata

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