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Precision Electronics Ltd.

BSE: 517258 Sector: Telecom
NSE: N.A. ISIN Code: INE143C01024
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NSE 05:30 | 01 Jan Precision Electronics Ltd
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VOLUME 20
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P/E 30.16
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Buy Price 16.75
Buy Qty 100.00
Sell Price 18.40
Sell Qty 300.00
OPEN 18.40
CLOSE 18.40
VOLUME 20
52-Week high 41.70
52-Week low 16.50
P/E 30.16
Mkt Cap.(Rs cr) 25
Buy Price 16.75
Buy Qty 100.00
Sell Price 18.40
Sell Qty 300.00

Precision Electronics Ltd. (PRECELECTRONIC) - Director Report

Company director report

To

The Members of

Precision Electronics Ltd.

Your Directors have pleasure in presenting the 40 Annual Report on the business andoperations of the Company along with the Audited Statements of Accounts for the FinancialYear ended March 31 2019.

1. FINANCIAL HIGHLIGHTS

Your Company’s performance during the year as compared with that during theprevious year is summarized below:

(Rs. in million)

PARTICULARS CURRENT YEAR PREVIOUS YEAR
(FY 2018-19) (FY 2017-18)
Revenue* 290.4 355.4
Profit before Depreciation Interest & Tax (23.2) 2.2
Depreciation 8.5 9.3
Finance Cost 21.6 14.8
Net profit before Tax (53.3) (21.9)
Provision for Tax (5.9) (6.7)
Net profit after tax (47.4) (15.2)

*Revenue is net of Excise duty VAT Sales tax & Service Tax.

DIVIDEND

As the Company did not earn any profit during the financial year 2018-19 the Boarddoes not recommend payment of any dividend for the financial year under review.

TRANSFER TO RESERVE

The Board does not recommend to transfer any amount to the general reserve.

2. REVIEW OF OPERATION AND STATE OF COMPANY AFFAIR

Overall revenue of the Company for the year ended March 31 2019 was recorded at aboutRs.290.4 million which is 18.3% less as compared to previous financial year (2017-18)revenue of Rs.355.4 million on account of various delays in the projects due to stressedmarket conditions resulting in slow off take which affected the Company's performance.Consequently PEL incurred a loss of Rs.47.4 million as against loss of Rs.15.2 million inthe previous year (2017-18). Due to limited fund allocation by the Government the industryas a whole suffered and incurred losses. PEL being a MSME unit has been hit hard andit’s overdue reached to about Rs.85 million which in turn resulted in a liquiditycrunch for the Company.

There is no change in the nature of business of the Company which is segmented in twobusiness divisions; ‘Electronics & Telecommunication’ and ‘Infraservices’.

2.1 Electronics & Telecommunication Division

Electronics & Telecom division revenue during the year ended March 31 2019 isRs.263.30 million as against Rs.175.60 million in the previous year (2017-18).Manufacturing plants are located at Noida UP (in the NCR region) and Roorkee (Uttarakhand)

2.2 Infrastructure (Works Contract) Division

Infrastructure division revenue during the year ended March 31 2019 is Rs.26.20million as against Rs.178.90 million in the previous year (2017-18). The divisionundertakes turnkey assignments of civil electrical networking and turnkey installationand commissioning of radars sensors data links and setting up the command and controlroom at defence establishments.

No material changes and commitments have occurred after the close of the financial yeartill the date of this report which affect the financial position of the Company.

3. MANAGEMENT DISCUSSION AND ANALYSIS

INDUSTRY STRUCTURE AND DEVELOPMENTS

Government continues to support its ‘Make in India’ initiative with renewedfocus and are engaging all the stakeholders to ensure effective implementation at theground level. MSME sector continues to be the focus sector and additional policyinstruments are being worked upon to make the sector more cost competitive. The Companywill continue to leverage its presence expertise and partnerships to enhance its revenuesand profitability in the sector

1. Telecom: Government plan to provide Wi-Fi connectivity at the Gram Panchayat levelunder the Universal Service Obligation (USO) is moving at the brisk pace. The Company hasdeveloped product especially to provide the digital connectivity and significant ordershave been executed during the year under consideration.

2. Healthcare: Your Company is a part of the strategic supply chain of GE Healthcareand has been recognised with a "Quality Award" for supply of power distributionunit for their Super Value CT scan machine. We are continuously developing products thatwill expand our product offering in this segment.

3. Oil & Gas: PEL is actively engaged in the sector to provide customisedcommunication systems on a turnkey basis. Good opportunities are on the anvil and theCompany is working closely on the technical solution that meets the customer requirement.

Opportunities Threats Risk & Concerns

Opportunities

Sizable business opportunities exist in all the sectors wherein your company has amarket presence. Government is proactively promoting and supporting the indigenousindustry with focus on the MSME sector and its policies and procedures are geared tocreate a robust hi-tech industry in India. Further the company is widening its productportfolio to address diversified markets.

Threats Risk & Concerns

Significant portion of the Company’s revenues are dependent on the Government andtheir undertakings. Procurement and payments are linked to the funds available to them.Public Sector Undertakings are also facing liquidity crunch due to which they are unableto honour their dues in time. The Company is being cautious and is selective in itsdealings.

PRODUCT WISE PERFORMANCE

The Company has a well-balanced product portfolio of in-house designed and engineeredproducts that are qualified by both defence and the civil sector customers. SATCOMproducts are being added in the product portfolio and sizable business opportunities areunder consideration.

In the Services segment PEL’s revenue bucket includes:

I. EPC contracts: PEL has undertaken Civil Electrical and Networking responsibilitiesas a subcontractor to

Large Prime Contractors for major MoD programs wherein funding is not dependent oncentral government budgetary allocation. In addition the Company has diversified in theOil & Gas sector and has undertaken a sizable contract in the North East region.

II. Hi-Tech Installation & Commissioning: PEL teams are stationed at several navalshipyards across the country to provide technical assistance to the customer to ensuretrouble free commissioning of the core ATM based network switch and network terminationunits on all the new build ships of the Indian Navy. In addition Company is participatingin establishing a SATCOM network to connect far flung regions of the Country.

III. Maintenance Repair and Overhaul (MRO) Services: PEL has undertaken contracts forIsraeli majors to support UAV (Unmanned Aerial Vehicle) ground equipment at military basesacross India. Further PEL has supported the maintenance of Integrated Electronic Warfaresystems and Precision Guided Munitions supplied by Israeli companies to the Indian Forces.

OUTLOOK

Your company has a positive outlook in the market segments the company is engaged. Itsmarket access and human resources are capable to take full advantage of the Governmentpolicies. Due to temporary business fluctuation and market uncertainties the Company hasincurred losses and therefore the Company proposes to monetize its underutilized assets atNoida and Roorkee to generate funds. PEL is aware of the budgetary constraints prevailingin its Telecom & Defence sectors and to mitigate the risk has added new products toaddress customers in market segment that hereto were not addressed. This is expected togenerate additional revenues for the company in the current FY 2019-2020.

The following are the significant changes in the key financial ratios:

Sl. No. Particulars Financial Year 2018-19 Financial Year 2017-18 Explanation Thereof
1 Debt Equity Ratio 0.76 0.51 The company policy is to remain within 2.00 the normal prevalent standard. The main factor behind the change is higher debt taken during the financial year.
2 Inventory Turnover Ratio 1.26 0.72 The company is having a higher Inventory turnover ratio indicating company turning its inventory into sales more effectively
3 Net Profit Margin Ratio (16.30) (4.29) The company has incurred losses due to fall in revenue on account of stressed market conditions resulting in slow off take which affected the Company’s performance.
4 NET WORTH 1402.77 1884.41 The net worth of the company has decreased due to the losses incurred.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year no reportable material weakness in the system wasobserved. The Company has adopted IND-AS for the financial year 2018-19.

HUMAN RESOURCE DEVELOPMENT

The total number of employees of the Company as on 31st March 2019 stood at 151.

Your Company believes that employees are the most valuable assets of an organizationand the optimum utilization of the skill knowledge and attitude they possess areinstrumental to the growth of the organization. Your Company has lived and encouragedmeritocracy entrepreneurship teamwork and performance driven culture. The focus has beenon creating reserves through cross functional and interdisciplinary exposure at all levelsto ensure redundancy and robustness in the organization.

FINANCIAL FACILITIES

The Company continues to enjoy the support of its bankers South Indian Bank Noidabranch for both fund and non-fund based facilities.

4. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 with respect to DirectorsResponsibility Statement it is hereby confirmed:

a) that in the preparation of the annual accounts for the Financial Year ended 31March 2019 the applicable Accounting Standards had been followed along with properexplanation relating to material departures;

b) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the Profit and Loss of the Company for the year under review;

c) that the Directors have taken proper and sufficient care for the maintenance ofadequate Accounting Records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) that the Directors have prepared the annual accounts on a ‘going concern’basis;

e) the directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

f) that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

5. CORPORATE GOVERNANCE

In compliance with the requirements of Regulation 34(3) read with schedule V of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 a separate report onCorporate Governance along with the certificate from M/s Munish K Sharma & AssociatesCompany Secretaries on its compliance forms a part the Annual Report.

6. ANNUAL SECRETARIAL COMPLIANCE REPORT

In compliance with SEBI circular dated February 8 2019 bearing reference no.CIR/CFD/CMD1/27/2019 an annual secretarial compliance report by Practicing CompanySecretary M/s Munish K Sharma & Associates Company Secretaries is attached asAnnexure I.

7. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company is not covered for Corporate Social Responsibility pursuant to theprovision of Section 135 of the Companies Act 2013 ("the Act") read with theCompanies (Corporate Social Responsibility Policy) Rules 2014.

8. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

There were no contracts or arrangement with related parties referred to in Section 188(1) of the Companies 2013 during the financial year under review.

However Form AOC-2 is attached herewith as Annexure II to show the related partytransactions with Victora Auto Pvt. Ltd. and Victora Automotive Inc of which Mr. HardeepSingh Banga is a Director. The transaction entered was on arm length basis in its normalcourse of business for the period beginning from August 2018 to March 2019. The serviceswere for repair and maintenance of CNC machines. The Service Purchase Order for Rs.1770000/- p.m. has been entered with Victora Auto Private Limited and Rs. 2230000/-p.m. has been entered with Victora Automotive Inc.

Mr. Ashok Kumar Kanodia Managing Director and Mr. Nikhil Kanodia Whole Time Directorcum President forms part of promoter and promoter group. The transactions with them duringthe financial year 2018-19 are given in Note 42 of Balance sheet.

9. RISK MANAGEMENT

Your Company has formulated a Risk Assessment and Management plan which includesprocedures to assess and curtail risk. A "Risk Management Committee" has beenconstituted which has been entrusted with the responsibility to assist the Board inmitigating the risk faced by the Company in the ordinary course of business. The RiskManagement committee comprises of Mr Nikhil Kanodia Mr Sanjay Chandra Mr Deepak JaggaMr Jagjit Singh Chopra and Ms Puneet Arora. The factors that affect the Company’sprofitability and operations are regularly monitored and offers/proposals submitted by theCompany to its customers are modified accordingly. In the opinion of the Board there is norisk which may threaten the existence of the Company.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board is well balanced with professionals legal experts and persons with businessbackground who are connected with the industry and have the requisite expertise andexperience to guide the Company.

In accordance to Section 203 of the Companies Act 2013 Key Managerial Personnel of theCompany are: Mr. Ashok Kumar Kanodia (Managing Director) Mr. Nikhil Kanodia (Whole TimeDirector cum President) Mr Jagjit Singh Chopra (Chief Financial Officer) and Ms VeenitaPuri (Company Secretary and Compliance Officer).

During the year under review Mr. Suresh Vyas has resigned from the position ofIndependent Director of the Company w.e.f. 11.08.2018. Lt. Gen. (Dr.) Rajesh Pant hasresigned from the position of Chairman cum Independent Director of the Company w.e.f.31.03.2019.

Mr. Neeraj Bajaj Chartered Accountant by profession has been appointed as anIndependent Director of the Company w.e.f. 27.09.2018. Mr. Hardeep Singh Banga has beenappointed as Non Executive Additional Director of the Company w.e.f. 11.08.2018 andregularized in the Annual General Meeting held on 27.09.2018. Maj. Gen. Lav Bikram Chandhas been appointed as an Additional Director of the Company to hold the office as NonExecutive Chairperson w.e.f 14.05.2019 upto the date of ensuing Annual General Meeting ofthe Company and Mr. Deepto Roy is proposed to be appointed as an Independent Director ofthe Company in the ensuing Annual General Meeting of the Company.

Resolution proposing the appointment of Maj. Gen. Lav Bikram Chand as a Non-ExecutiveChairperson appointment of Mr. Deepto Roy as an Independent Director of the Company andre-appointment of Mr. Sharvan Kumar Kataria as an Independent Director of the Company forthe another term of 5 years forms part of the notice convening the 40 Annual GeneralMeeting. Pursuant to the provisions of Section 149 of the Companies Act 2013Non-Executive Independent Directors are not liable to retire by rotation. As per thedisclosure received from the Directors none of the Directors are disqualified from beingappointed as Directors as specified in Section 164(2) of the Companies Act 2013.

Ms. Ranjna Gudoo Non-Executive Director retires by rotation and has not offeredherself for re-appointment. The Board recommends for not filling the vacancy.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board confirming thatthey continue to fulfill all the requirements to qualify for their appointment asIndependent Director under the provisions of the Companies Act 2013 and SEBI (LODR)Regulations 2015. Mr. Sharvan Kumar Katria is due for re-appointment during the year.Therefore Resolution proposing his re-appointment as a Non-Executive Independent Directorfor another period of 5 years shall be taken up in the ensuing AGM by means of specialresolution. Also resolution proposing the appointment of Mr. Deepto Roy as aNon-Executive Independent Director for a period of 5 years shall be taken up in theensuing AGM by means of ordinary resolution.

BOARD EVALUATION

The Board of directors has carried out an annual evaluation of its own performanceBoard committees and individual directors which include criteria for performanceevaluation of the Non-Executive Directors and Executive Directors pursuant to theprovisions of the Act and the corporate governance requirements as prescribed bySecurities & Exchange Board of India (SEBI) under SEBI (LODR) Regulations 2015. TheCompany has devised an evaluation matrix for the performance evaluation and an externalconsultant "M/s Munish K Sharma & Associates" was engaged to collate andevaluate the results.

A meeting of Independent Director was held on July 03 2019 without the attendance ofother directors (Non-Independent) to review the performance of Non-Independent Directorsthe Board as a Whole and the Chairman of the Company and to assess the flow of informationbetween Company Management and the Board.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The requisite details as required by Section 134(3)(e) is disclosed under the CorporateGovernance Report.

11. AUDITORS AND AUDITOR’S REPORT

STATUTORY AUDITOR

At the Annual General Meeting held on September 25 2017 M/s Nemani Garg Agarwal &Co. Chartered Accountants bearing (F.R.N. 010192N) were appointed as statutory auditorsof the Company to hold office till the conclusion of the 43 Annual General Meeting.

The notes on financial statements referred to in the Auditor’s report areself-explanatory and do not call for any further comments. The Auditor’s Report doesnot contain any qualification reservation or adverse remark.

SECRETARIAL AUDITOR

The Board has appointed M/s Munish K Sharma & Associates Company Secretaries toconduct Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report forthe financial year ended March 31 2019 is annexed herewith marked as Annexure III to thisReport and the qualifications thereof are explained with the Management comments.

INTERNAL AUDITORS

The Board of Directors has pursuant to Section 138 of the Companies Act 2013 and onrecommendation of the Audit Committee has appointed M/s Rajendra K. Goel & Co.Chartered Accountants as the Internal Auditors of the Company for the financial year2018-19.

12. DISCLOSURES

VIGIL MECHANISM

A vigil mechanism of the Company which also includes a Whistle Blower Policy pursuantto Section 177(9) & 10 of Companies Act 2013 has been established and can beaccessed on the Company website www.pel-india.com.

AUDIT COMMITTEE

The Audit Committee comprises of following three Independent Directors and oneNon-Executive Director and during the Financial Year 2018-19 four meeting(s) of thecommittee were convened the attendance record of members of the committee is as follows:

S. No. Name of Directors

Category

Status

Meeting Attended

1. Mr. Sharvan Kumar Kataria NEID Chairman 4
2. Mr. Neeraj Bajaj NEID Member 3
3. Mr. Suresh Vyas* NEID Member 2
4. Mr. Deepto Roy NED Member 1

*Mr. Suresh Vyas has resigned from the Board and its committee’s w.e.f 11.08.2018

The recommendations if any made to the Board by the Audit Committee during the yearunder review were accepted.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee consists of following members and during theFinancial Year 2018-19 one meeting of the committee was convened the attendance record ofmembers of the committee are as follows:

S. No. Name of Directors

Category

Status

Meeting Attended

1. Mr. Suresh Vyas* NEID Chairman -
2. Mr. Neeraj Bajaj NEID Member 1
3. Mr. Sharvan Kumar Kataria** NEID Member 1
4. Mr. Deepto Roy NED Member -

*Mr. Suresh Vyas resigned w.e.f. 11.08.2018.

**Mr. Sharvan kumar Kataria has been appointed as the Chairperson of the Committee inthe Board meeting held on 14.11.2018.

The recommendations if any made to the Board by the Nomination and RemunerationCommittee during the year under review were accepted. Also Nomination and RemunerationPolicy of the Company can be accessed on the Company website at www.pel-india.com.

Your Board has approved policy on the terms and conditions of appointment ofindependent directors which is available on Company’s website"www.pel-india.com".

MEETINGS OF THE BOARD

The Board of Directors met four times on 28.05.2018 11.08.2018 14.11.2018 and14.02.2019 during the financial year 2018-19. For further details please refer report onCorporate Governance of this Annual Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS.

There was no transaction of the nature covered under Section 186 of the Companies Act2013.

ANNUAL RETURN

As required pursuant to section 134 of the Companies Act 2013 Annual Return in MGT 7shall be available at the Company’s website at www.pel-india.com.

PARTICULARS OF CONSERVATION OF ENERGY ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The information relating to conservation of energy as required under Section 134(3)(m)of the Companies Act 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 asrequired to be disclosed under the Act is provided in Annexure IV to this Report.

PARTICULARS OF EMPLOYEES

The table containing the names and other particulars of employees in accordance withthe provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appendedas Annexure V to this Report.

The Company does not have any employees employed throughout the financial year and inreceipt of remuneration of Rs. 1.02 crore or employed for part of the year and in receiptof Rs. 8.50 Lakh or more a month under Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. The list of top ten employees of theCompany in terms of their remuneration is as follows:

Mr. Ajay Goel (57) General Manager (Engineering) 17.12.2005 2425500/- B.E (E &C) (29) Punjab Wireless system Ltd. Mr. Amit Mittal (49) Senior Deputy General Manager14.02.2006 1920000/- B.E (E&C) (25) Punjab Wireless system Ltd. Mr. Ashok KumarKanodia (68) Managing Director 01.05.1979 0.74% equity shares 2381570/- B.E.Electrical (40) Mr. Ashok Verma (47) AGM (Design) 17.12.2007 1800000/- B.E (E &C) (18) Copper Connections Mr. Bhaskar Biswas (57) Senior Deputy General Manager(Services) 28.07.2011 2000856/- B.E (E & C) (28) Indian Air Force Mr. DeepakJagga (47) Senior Vice President Marketing 01.04.2002 2630916/- B.E (Electronics)(29) Mr. Jagjit Singh Chopra (50) Chief Financial Officer 25.04.2014 2379996/-Chartered Accountant (21) Blessings Advertising Pvt. Ltd. Mr. Nikhil Kanodia (42)President & Chief Technical Officer 29.10.2002 24.67% equity shares 5771688/-M.S. Electrical & Computer Engineering (21) Fujitsu Network Communications Son ofMr. Ashok K Kanodia Managing Director Mr. Phani Bhushan Chetri (44) General Manager(Infra) 23.08.2018 2040000/- B.E (Electrical Engineering) (19) Idea CellularInfrastructure Services Limited Mr. Sanjay Chandra (57) Senior Vice President (NewProduct Development) 10.06.2009 3387996/- M.Sc (Electronics) (32) Indian Army.

Please note that none of the above employee is employed on contractual basis.

FIXED DEPOSITS

The Company has not invited or accepted any deposits during the year under review or inthe past and hence no amount of principal or interest was outstanding as of the BalanceSheet date.

SIGNIFICANT & MATERIAL ORDERS:

Application for re-classification of Promoter & Promoter group dated October 102018 necessitated due to exit of Mr Pradeep Kumar Kanodia and his Associates from theCompany filed under Regulation 31A of SEBI (LODR) Regulations 2015 has been approved byBSE vide their letter bearing ref. no. LIST/COMP/PC/1098/2018-19 dated 04.02.2019.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION &REDRESSAL) ACT 2013.

The company has constituted Internal Complain Committee for reporting of cases if anyrelated to sexual harassment. Committee meetings are held at regular intervals andemployees are sensitized on the issue on regular interval. No case was reported and/orfiled during the year under the aforesaid Act.

13. LISTING OF SECURITIES

The Shares of the Company are listed with The Bombay Stock Exchange Limited PherozeJeejeebhoy Towers Dalal Street Mumbai. (Scrip Code: 517258). It is confirmed that theCompany has paid Annual Listing Fee for the financial year 2018-19 to BSE.

14. ENVIRONMENTAL PROTECTION HEALTH AND SAFETY

The Safety & Health of employees and external stakeholders are embedded in the coreorganizational values of the Company. This aims to ensure safety of public employeesplant & equipment ensure compliance with all statutory rules and regulationsimparting training to its employees carrying out safety audits of its facilities andpromoting eco - friendly activities.

The Company continues to maintain excellent track record on safety. The site had noaccidents during the year 2018-19. PEL also has a Workman Safety Committee under section41G of Factories Act 1948.This Committee meets at regular intervals to take measures forworker’s protection in order to make PEL a safe place to work.

15. CAUTIONARY STATEMENT

Certain Statements made in Management Discussion & Analysis Report relating to theCompany objectives projections outlook expectations estimates etc. may constitute‘forward looking statements’ within the meaning of applicable laws &regulations. Actual results may differ from such expectations projections etc. whetherexpress or implied.

16. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB- SECTION (12) OFSECTION 143

As per the explanations given by the Auditors in their report no material fraud on orby the Company or any fraud in the Company by its officers or employees has been noticedor reported during the year.

17. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES / JOINTVENTURES / ASSOCIATE COMPANIES DURING THE YEAR

No Company has become or ceased to be subsidiary/joint venture/associate company of theCompany during the year under review. Hence Form AOC 1 containing salient features of thesubsidiary/joint venture/associate company is not required.

18. CAPITAL STRUCTURE:

The paid up share capital of the Company is Rs. 138487620/- (Rupees Thirteen CroreEighty Four Lakhs Eighty Seven Thousand Six Hundred and Twenty Only) comprising of13848512 fully paid up equity shares of Rs. 10/- each amounting to Rs. 138485120/-and Rs. 2500/- on account of forfeited shares. The Company has neither made anyissue/allotment nor made any buy back of securities during the Financial Year 2018-19.

19. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has duly complied with the provisions of applicable secretarial standardsas issued by Institute of Company Secretaries of India.

20. MAINTENANCE OF COST RECORDS:

As per the provisions of Section 148(1) of the Companies Act 2013 and Rules madethereunder the Company was not required to make a disclosure of maintenance of costrecords as specified by the Central Government.

21. RECEIPT OF AMOUNT FROM DIRECTORS:

During the Financial Year 2018-19 the Company has received following amounts from theDirectors as referred in sub-clause (viii) of clause (c) of sub-rule (1) of Rule 2 ofCompanies (acceptance of Deposits) Rules 2014 along with declarations thereof:

S. No. Name of Director Amount Received by the Company Date of Receipt
1. Mr. Ashok Kumar Kanodia Rs. 2500000 25.03.2019
Rs. 2500000 29.03.2019
2. Mr. Nikhil Kanodia Rs. 3000000 29.03.2019

22. ACKNOWLEDGMENTS:

Your Directors express their deep appreciation and gratitude for the valuable supportreceived from South Indian Bank Noida branch its Customers Business AssociatesGovernment Departments and Shareholders and look forward to similar support andco-operation in future. Your directors appreciate the sincere efforts put in by theemployees at all levels.

FOR AND ON BEHALF OF THE BOARD
Place: Noida Ashok Kumar Kanodia Nikhil Kanodia
Date: 10.08.2019 Managing Director Whole Time Director cum
DIN: 00002563 President
Add: D-1081 New Friends DIN: 03058495
Colony Delhi -110025 Add: D-1081 New Friends
Colony Delhi -110025

Annexure-II

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014.

Form for Disclosure of particulars of Ccontracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm’s length basis:

Name(s) of the related party and nature of relationship
Nature of contract/arrangements/transactions
Duration of contract/arrangements/transactions
Salient terms of contract or Arrangements or transactions including value if any Justification for entering in to such contract or Arrangements or transactions Date(s) of approval by the Board Amount paid as advance if any NIL
Date on which special resolution was passed in General Meeting as required under first proviso to section 188

2. Details of contracts or arrangements or transactions at Arm's length basis.

SL. No. Particulars Details
1 Name (s) of the related party & nature of relationship Mr. Hardeep Singh Banga Managing Director of Victora Auto Pvt. Ltd. and partner in Victora Automotive Inc.
2 Nature of contract/arrangement /transaction The services were for repair and maintenance of CNC machines
3 Duration of the contracts/ arrangements/transaction August 2018 to March 2019
4 Salient terms of the contracts or arrangements or transaction including the value if any The Service Purchase Order for Rs. 1770000/- p.m. has been entered with Victora Auto Private Limited and Rs. 2230000/- p.m. has been entered with Victora Automotive Inc.
5 Date of approval by the Board NA
6 Amount paid as advances if any -

Annexure-I

Secretarial Compliance Report of Precision Electronics Limited for the year ended 31March 2019

We M/s. Munish K Sharma & Associates Practising Company Secretaries haveexamined:

(a) all the documents and records made available to us and explanation provided by PrecisionElectronics Limited ("the listed entity")

(b) the filings/ submissions made by the listed entity to the stock exchanges

(c) website of the listed entity

(d) any other document/ filing as may be relevant which has been relied upon to makethis certification

for the year ended 31 March 2019 ("Review Period") in respect ofcompliance with the provisions of:

(a) the Securities and Exchange Board of India Act 1992 ("SEBI Act") and theregulations circulars guidelines issued thereunder; and

(b) the Securities Contracts (Regulation) Act 1956 ("SCRA") rules madethereunder and the regulations circulars guidelines issued thereunder by the Securitiesand Exchange Board of India ("SEBI");

The specific regulations whose provisions and the circulars/ guidelines issuedthereunder have been examined include:-

(a) Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015;

(b) Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2018;

(c) Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(d) Securities and Exchange Board of India (Buyback of Securities) Regulations 2018;

(e) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations2014;

(f) Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

(g) Securities and Exchange Board of India (Issue and Listing of Non-Convertible andRedeemable Preference Shares) Regulations 2013;

(h) Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015;

(i) Securities and Exchange Board of India (Depositories and Participants) Regulations2018 and circulars/ guidelines issued thereunder; and based on the above examination Wehereby report that during the Review Period:

(a) The listed entity has complied with the provisions of the above regulations andcirculars/ guidelines issued thereunder except in respect of matters specified below:-

Sr. No. Compliance Requirement (Regulations/ circulars/ guidelines including specific clause) Deviations Observations/ Remarks of the Practicing Company Secretary
1. Regulation 34(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 Low The Company has not submitted the Annual Report for the FY 2017-18 to the stock exchange within twenty one working days from the date of Annual General Meeting. However the Company has submitted the same to the stock exchange on 15 January 2019.
2. Regulation 31(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 High Shares held by Hans Jurgen Wagner and Knowledge Holdings & Investments Pte. Ltd. (Promoter and Promoter Group) are not in dematerialized form.

(b) The listed entity has maintained proper records under the provisions of the aboveRegulations and circulars/ guidelines issued thereunder insofar as it appears from ourexamination of those records.

(c) The following are the details of actions taken against the listed entity/ itspromoters/ directors/ material subsidiaries either by SEBI or by Stock Exchanges(including under the Standard Operating Procedures issued by SEBI through variouscirculars) under the aforesaid Acts/ Regulations and circulars/ guidelines issuedthereunder:

Sr. No Action taken by Details of violation Details of action taken E.g. fines warning letter debarment etc. Observations/ remarks of the Practicing Company Secretary if any.
Nil

(d) The listed entity has taken the following actions to comply with the observationsmade in previous reports:

Sr. No Observations of the Practicing Company secretarial Secretary in the previous reports Observations made in the compliance report for the year ended… (The years are to be mentioned) Actions taken by the listed entity if any Comments of the Practicing Company Secretary on the actions taken by the listed entity
Not Applicable

 

For Munish K. Sharma & Associates
Company Secretaries
Vijay Kumar Sharma
Company Secretary
Place: Kaushambi Ghaziabad M. No.: F9924
Date: 23 May 2019 C.P. No. 12387