Pulz Electronics Limited
Your Directors have pleasure in presenting the 14 Annual Report on the business andoperations of the Company together with the audited accounts for the financial year endedMarch 31 2019.
1. FINANCIAL RESULTS
The performance of the Company for the financial year ended 31 March 2019 is summarizedas under:
| ||Standalone ||Consolidated |
|Particulars ||For the year ended ||For the year ended |
| ||31-Mar-19 ||31-Mar-18 ||31-Mar-19 ||31-Mar-18 |
|Total Sales / Income From Operations ||239977140 ||180338102 ||239977140 ||180338102 |
|Other Income ||8006297 ||4975608 ||8006297 ||4975608 |
|Net Profit / Loss Before Depreciation ||39903357 ||25735905 ||39863908 ||25680101 |
|Depreciation ||4149648 ||2236458 ||4149648 ||2236458 |
|Net Profit / Loss Before Taxation ||35753716 ||23499447 ||35714267 ||23443643 |
|Provision For Taxation (Incl. Deferred Taxes) ||11101004 ||7200791 ||11101004 ||7200791 |
|Net Profit / Loss After Tax ||24652712 ||16298659 ||24613263 ||16242852 |
|Balance Carried Forward ||87300338 ||62647626 ||87205085 ||62591822 |
2. PERFORMANCE REVIEW
During the year under review the Company earned total revenue of Rs.. 247983437/- agrowth of 33.82% over the previous year. Profit after tax clocked a growth of 51.25 % yearon year from Rs. .16298656 in the previous financial year to Rs. 24652712 during thecurrent year.
Based on the Company's performance the Directors have recommended a nal Dividend ofRs. 0.50/- per share of face value of Rs. 10/- each (5%) and the same is subject to theapproval of shareholders at the ensuing Annual General Meeting to be held on 14 September 2019. The total nal dividend pay-out will be Rs. 1363000 Excluding DividendDistribution Tax of Rs. 285205
4. ISSUE OF BONUS SHARES
Considering the financial position the Board of Directors at its meeting held on 24July 2019 recommended issue of Bonus Shares subject to approval of shareholders in theratio of one new Equity Share of the Company of Rs.10 each as fully paid-up for everyone existing Equity Share of the Company. The Bonus Shares will be issued by capitalizinga part of its retained earnings to those persons who are Members as on the record date.
Your Company has not transferred any amount to its reserves. However entire amount ofnet
Profit for the year has been transferred to the retained earnings of the Company.
During the year under review the Company has not accepted or renewed any depositswithin the meaning of Section 73 and 76 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014.
7. LISTING WITH STOCK EXCHANGES
Your Company's shares are listed at National Stock Exchange of India Limited and thelisting fees
for the year 2019-20 has been duly paid.
8. DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES
The Company has a Subsidiary Company names R&S Electronics Systems India PrivateLimited (formerly known as Peerless Speakers Private Limited). There has been no materialchange in the nature of the business of the subsidiaries. The Company does not have anyJoint Venture or an Associate Company.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Nikhil Arya Independent Director of the company resigned from the Directorshipw.e.f. 06 May 2019.
Ms. Sneh Sandeep Velani was appointed as an Independent Director w.e.f. 24 July 2019.
(B) Key Managerial Personnel (KMP)
Ms. Hetali Mehta Company Secretary & Compliance Officer resigned w.e.f. 19 July2018.
Mrs. Kanika Kaushik was appointed as Compliance Officer and Company Secretary w.e.f. 10September 2018.
10. SHARE CAPITAL
The paid up Equity share capital as at March 31 2019 stood at Rs. 27260000/-.During the year under review the Company has neither issued any shares with differentialvoting rights nor had granted any stock options or sweat equity.
11. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act the Board of Directors to the best of itsknowledge and ability con rm that:
A) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
B) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the Profitof the Company for that period;
C) The Directors had taken proper and suf cient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
D) they have prepared the annual accounts on a going concern basis;
E) The Directors had laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and operating effectively;
F) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the internal statutoryand secretarial auditors and external consultants including the audit of internalfinancial controls over financial reporting by the statutory auditors and the reviewsperformed by management and the relevant board committees including the audit committeethe Board is of the opinion that the Company's internal financial controls were adequateand effective during FY 2019.
12. EXTRACT OF ANNUAL RETURN
The Extract of Annual Return is prepared in Form MGT-9 as per the provisions of theCompanies Act 2013 and Rule 12 of Companies (Management and Administration) Rules 2014and the same is enclosed as "Annexure A" to this Report.
13. AUDITORS AND AUDITORS' REPORT
A) Statutory Auditors
Pursuant to the provisions of Section 139 and the rules framed thereunder M/s. KNP& Associates Chartered Accountants (FRN: 0145448W) who are Statutory Auditors ofthe Company hold of ce up to the conclusion of the forth coming Annual General Meeting(AGM) and are eligible for re-appointment subject to rati cation of their appointment atevery AGM.
As per the provisions of Section 40 of the Companies (Amendment) Act 2017 there is norequirement for rati cation of appointment of statutory auditor at every AGM of theCompany and therefore it is not required to ratify the appointment every year.
B) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethere under M/s N S Gupta & Associates Company Secretaries in Whole-time Practice(FCS no. 9343 st C P No.11093) was appointed to conduct Secretarial Audit for the yearended 31 March 2019. M/s N S Gupta& Associates Practicing Company Secretaries hassubmitted report on the Secretarial Audit which is attached as "Annexure B"and forms a part of this report.
14. TAX PROVISIONS
The Company has made adequate provisions as required under the provisions of Income TaxAct 1961 as well as other relevant laws governing taxation on the Company.
15. CORPORATE GOVERNANCE
During the year under review the Paid Up Capital and Net Worth of the Company wereless than Rs.10 crores and Rs.25 crores respectively as on 31 March 2019 thereforeCorporate Governance provisions as speci ed in Regulations 17 18 19 20 21 22 23 2425 26 27 and clause (b) to (i) of sub regulation (2) of regulation 46 and para C D andE of the Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulation2015 is not applicable to the Company.
Whenever this regulation becomes applicable to the Company at a later date we willcomply with requirements those regulations within six months from the date on which theprovisions became applicable to our Company.
16. MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion & Analysis Report is attached as "Annexure C"and forms a part of this report.
17. COMPLIANCE WITH SECRETARIAL STANDARDS
Your Company has complied with the Secretarial Standards related to the Board Meetingsand General Meeting issued by the Institute of Company Secretaries of India (ICSI).
18. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished here under.
(I) Part A and B of the Rules pertaining to conservation of energy and technologyabsorption are not applicable to the Company.
(ii) FOREIGN EXCHANGE EARNINGS AND OUTGO
|Foreign Exchange Earned ||Rs. 20595570 |
|Foreign Exchange Used ||Rs. 8799767 |
19. PARTICULARS OF EMPLOYEES
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 will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the Membersat the Registered Of ce of the Company during business hours on working days of theCompany up to the date of the ensuing Annual General Meeting. If any Member is interestedin obtaining a copy thereof such Member may write to the Company Secretary in thisregard.
20. NUMBER OF BOARD MEETING CONDUCTED DURING THE YEAR
The Company had 9 (Nine) Board Meetings during the Financial Year. The dates on whichthe Board Meetings were held are 24 April 2018 29 May 2018 18 July 2018 07September 2018 11 September 2018 04 October 2018 14 November 2018 17 December2018 & 21 January 2019.
21.PARTICULARS OF LOAN GUARANTEES OR INVESTMENTS BY COMPANY UNDER SECTION 186
The particulars of Loans Guarantees and Investments made by the Company under theprovisions of Section 186 of the Act are provided in the notes to Financial Statements.
22. RELATED PARTY TRANSACTIONS
During the financial year ended March 31 2019 the contracts or arrangements enteredwith related parties referred to in sub Section (1) of Section 188 of the Companies Act2013 are provided in the notes to Financial Statements.
Thus disclosure in form AOC-2 is applicable to the Company in "Annexure D"
23.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURT
There was no order passed by any regulator or court or tribunal which impacts thegoing concern status of the Company or will have any bearing on Company's operations infuture.
24. AUDIT COMMITTEE
In accordance with the provisions of Section 177 of the Companies Act 2013 andRegulation 18 of SEBI (LODR) Regulation 2015 the Company has constituted an AuditCommittee in accordance with the terms of reference speci ed from time to time by theBoard.
There is no such incidence where Board has not accepted the recommendation of the AuditCommittee during the year under review.
During the year 2018-19 5 (Five) Audit Committee meetings were held on 24 April 201829 May 2018 11 September 2018 14 November 2018 & 21 January 2019.
25. NOMINATION AND REMUNERATION COMMITTEE
In accordance with the provisions of Section 178(1) of the Companies Act 2013 andregulation 19 of SEBI(LODR) Regulation 2015 the Company has constituted a Nomination andRemuneration Committee in accordance with the terms of reference speci ed from time totime by the Board.
During the year 2018-19 4 (Four) Nomination and Remuneration Committee meetings wereheld on 18 July 2018 11 September 2018 14 November 2018 & 21 January 2019.
26. STAKEHOLDERS RELATIONSHIP COMMITTEE
In accordance with the provisions of Section 178(5) of the Companies Act 2013 andRegulation 20 of SEBI (LODR) Regulation 2015 the Company has constituted a StakeholdersRelationship Committee in accordance with the terms of reference speci ed from time totime by the Board.
During the year 2018-19 3 (Three) Stakeholders Relationship Committee meetings wereheld on 24 April 2018 18 July 2018 & 14 November 2018.
27. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENT
Internal Control Systems has been designed to provide reasonable assurance that assetsare safeguarded transactions are executed in accordance with management's authorizationand properly recorded and accounting records are adequate for preparation of financialstatements and other financial information. Internal check is conducted on a periodicalbasis to ascertain the adequacy and effectiveness of internal control systems.
In the opinion of the Board the existing internal control framework is adequate andcommensurate to the size and nature of the business of the Company.
28. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Company has not applicable to constitute a Corporate Social ResponsibilityCommittee due to non- ful lment of any of the conditions pursuant to section 135 of theCompanies Act 2013.
29. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
The Company has adopted a policy on Prevention Prohibition and Redressal of sexualharassment at workplace in line with the requirements of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. During the year nocomplaints or allegations of sexual harassment were led with the Company.
30. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
The Company has a Policy relating to appointment of Directors payment of Managerialremuneration Directors' quali cations positive attributes independence of Directors andother related matters as provided under Section 178(3) of the Companies Act 2013 andunder the provisions of the Listing Regulations.
31. ANNUAL PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 the Board has carried out the annualperformance evaluation of itsflown performance the Directors individually as well as theevaluation of the working of its Audit Nomination and Remuneration and ComplianceCommittees which covers various aspects of the Board's functioning such as adequacy ofthe composition of the Board and its Committees Board Culture execution and performanceof speci c duties obligations and governance. The performance evaluation of theIndependent Directors was carried out by the entire Board. The performance evaluation ofthe Chairman and the Non Independent Directors was carried out by the IndependentDirectors. The Directors expressed their satisfaction with the evaluation process.
32. VIGIL MECHANISM/WHISTLE BLOWER POLICY
In pursuance to the provisions of Section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for Directors and Employees to report genuine concerns has beenestablished. We have embodied the mechanism in the Code of Conduct of the Company foremployees to report concerns about unethical behaviour actual or suspected fraud orviolation of our Code of Conduct. This mechanism also provides for adequate safeguardsagainst victimization of employees who avail of the mechanism and also provide for directaccess to the Chairman of the Audit Committee in exceptional cases and no personnel havebeen denied access to the Audit Committee. The Board and its Audit Committee are informedperiodically on the cases reported if any and the status of resolution of such cases.
33. INVESTOR SERVICES
As the members are aware your Company's shares are tradable compulsorily in electronicform and your Company has established connectivity with both the depositories viz.National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd.(CDSL). In view of the numerous advantages offered by the Depository system members arerequested to avail of the facility of de-materialization of Company's shares on either ofthe Depositories as aforesaid.
34. DISCLOSURES UNDER SECTION 134(3) (L) OF THE COMPANIES ACT 2013
There are no material changes and commitments which could affect the Company'sfinancial position have occurred between the end of the financial year of the Company anddate of this report.
35. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The said code of conduct is in line with SEBI (Prohibition of Insider Trading)Regulations 2015. The Code requires pre-clearance for dealing in the Company's shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the Code. All the Directors and the designated employeeshave complied with the Code.
The Board wishes to place on record their appreciation for the sincere efforts of theDirectors employees and the co-operation extended by the Bankers Shareholders clients& associates for their continue support towards the conduct of the Company.
| ||For and on behalf of the Board |
|Place: Mumbai ||Anirvan Parth Ghose |
|Date: July 24 2019 ||Managing Director |