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Shree Pacetronix Ltd.

BSE: 527005 Sector: Health care
NSE: N.A. ISIN Code: INE847D01010
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NSE 05:30 | 01 Jan Shree Pacetronix Ltd
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VOLUME 500
52-Week high 12.86
52-Week low 11.40
P/E 20.36
Mkt Cap.(Rs cr) 4
Buy Price 11.40
Buy Qty 500.00
Sell Price 12.60
Sell Qty 25.00
OPEN 11.40
CLOSE 11.40
VOLUME 500
52-Week high 12.86
52-Week low 11.40
P/E 20.36
Mkt Cap.(Rs cr) 4
Buy Price 11.40
Buy Qty 500.00
Sell Price 12.60
Sell Qty 25.00

Shree Pacetronix Ltd. (SHREEPACETRONIX) - Director Report

Company director report

To

The Members

Shree Pacetronix Limited

Pithampur District Dhar M.P. 454775

Your Directors have immense pleasure in presenting Thirty-First Board's Report of ShreePacetronix Limited together with the Audited Standalone and Consolidated FinancialStatements for the year ended March 31 2019.

1. State of Affairs Financial Performance and Future Outlook: a. Financial Performance

The financial highlights and summarized financial results of the company are givenbelow : (In Rupees)

Particulars Standalone Consolidated
Year ended Year ended Year ended Year ended
2018-2019 2017-2018 2018-2019 2017-2018
Revenue from operations 72663988 65988913 72799999 68030370
Other Income 1666637 118063 1680137 118063
Total Expenses [excluding interest & depreciation] 65319955 58363741 65200767 59132409
Profit before Interest Depreciation & Tax 9010670 7743235 9279369 9016024
Less: Depreciation 3763830 3891887 3765142 4227426
Less: Interest 2818714 2746811 2971995 2890880
Profit/(Loss) Before Tax 2428126 1104537 2542232 1897718
Less : Tax Expenses
Current Tax 719464 87880 719464 87880
Deferred Tax 298090 253420 410390 485960
Net Profit/(Loss) after Tax 1410572 763237 1412378 1323878
Attributable to :
Equity Holders - - 1412376 1323423
Non-controlling interest - - 2 455
Add: Amount brought forward from Last Year 9689193 8925956 8735510 7412087
Balance carried forward to Balance Sheet 11099766 9689193 10147886 8735510

The Company's financial statements for the year ended March 31 2019 are the financialstatements prepared in accordance with Indian Accounting Standards (IND-AS) notified underthe Companies (Indian Accounting Standards) Rules 2015 as amended from time to time andas applicable.

Standalone : During the year under review the Company has reported an increase turnoverof Rs. 72.66 Lacs against the turnover of Rs. 65.98 Lacs in the Previous Financial Year.The overall expense of the Company has also increased from Rs. 58.36 Lacs to Rs. 65.32Lacs. The Company's has earned a profit of Rs. 14.10 Lacs as compared to profit of Rs.7.63 Lacs in previous Financial Year. The overall performance of the Company in thecurrent year is increased against the performance of the Company in Previous Year. b.Performance of Subsidiary and overall contribution to the performance of the Company

The Company has one subsidiary named ‘Shree Coratomic Limited' details of whichexplained in extract of annual return ‘MGT-9'.

Consolidated turnover of the Company increased to Rs. 72.80 Lacs against the turnoverof Rs. 68.03 Lacs over the previous financial year. The Company's has earned a profit ofRs. 14.12 Lacs as compared to profit of Rs. 13.23 Lacs over previous Financial Year. Theoverall performance of the Subsidiary results in the growth of the Company. The subsidiaryof the Company mainly deals in trading of the pacemakers. c. Operations And Future Outlook

The Company is the one and only Company in India being engaged in manufacturing andmarketing of different types of Pacemakers. The global market for pacemakers is growing ata significant rate due to increase in the incidences of cardiovascular disorders andincreasing awareness. In addition government initiatives and technological advancementsare the major factors driving the global market for pacemakers. The pacemaker market hasbeen segmented based on product type application implant approach and end user.

d. Change in nature of Business

During the year there was no change in business activity of the company. e. Changes inShare Capital

During the Financial Year 2018-19 there was no change in capital structure of thecompany. The paid up equity capital as on March 31 2019 was Rs. 3 59 94000 (RupeesThree Crores Fifty Nine and Ninety Four Thousand). During the year under review thecompany has not issued shares with differential voting rights nor has granted any stockoption or sweat equity shares. None of the Directors of the company hold instrumentsconvertible into equity shares of the Company. f. Revision of Annual Financial Statements

There was no case of revision in financial statements during the year.

2. Transfer to Reserves

During the year under review the Company has transferred and carried Profit for theyear amounting to Rs. 14.10 Lacs to the Reserves of the Company.

3. Dividend

Your Directors have not recommended any Dividend for the year under review.

4. Deposits

During the year under review the Company did not accept any deposits within themeaning of provisions of Section 73 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014.

5. Material changes and commitments after the end of Financial Year

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

6. Extract of Annual Return

The extract of the Annual Return of the Company as on 31st March 2019 in Form MGT - 9in accordance with Section 92(3) of the Companies Act 2013 read with Companies(Management and Administration) Rules 2014 are set out in the Annexure I to this reportand is also available on the website of the Company at www.pacetronix.com. Further As persection 134(3)(a) of the Companies Act 2013 read with Companies (Management andAdministration) Rules 2014 and amendments thereof The Annual Return of the Company as on31st March 2018 in Form MGT-7 has been posted on the website of the Company athttp://www.pacetronix.com/wp-content/uploads/2019/05/ Annual%20Return_MGT-7_31.03.2018.pdfand after filing the Annual Return for the Financial Year 31st March 2019 in Form MGT– 7 the same will be posted on website of the Company at www.pacetronix.com.

7. Subsidiary Associate Companies or Joint Venture Subsidiary :

The Company has one Indian subsidiary "Shree Coratomic Limited"; details areexplained in extract of the Annual Return. Pursuant to Section 129(3) of the CompaniesAct 2013 the consolidated financial statements of the Company and its subsidiary whichforms part of this Annual Report is prepared in accordance with the relevant IndianAccounting Standards (IND-AS) as per the Companies (Indian Accounting Standards) Rules2015 as amended and notified under Section 133 as applicable along with other relevantprovisions of the Act. The annual Financial Statements of the subsidiary and relateddetailed information is available on the website of the Company at www.pacetronix.com.

In accordance with Section 129 (3) of the Companies Act 2013 a separate statementcontaining salient features of the financial statement of the subsidiary of the Company inForm AOC-1 is given in Annexure II.

Further pursuant to Regulation 16 (1) (c) of SEBI (LODR) Regulations 2015 as amendedwith effect from 01st April 2019 the Subsidiary falls under the criteria of the MaterialSubsidiary of the Company and in compliance of the same the Company has also formulated apolicy for determining ‘material' subsidiary which is also available on the websiteof the Company at www.pacetronix.com.

Associate Company or Joint Venture : The Company does not have any joint venture orassociate Company.

8. Consolidated Financial Statements

Pursuant to Section 129 (3) of the Companies Act 2013 the Consolidated FinancialStatements of the Company and its subsidiary is prepared in accordance with IndianAccounting Standards (IND-AS) as per the Companies (Indian Accounting Standards) Rules2015 as amended and notified under Section 133 as applicable along with other relevantprovisions of the Act. During the year under review no Company has become or ceased to bea subsidiary of the Company.

In terms of Section 136 of the Companies Act 2013 (‘the Act') the FinancialStatements of the subsidiary and related detailed information will be kept at theRegistered Office of the Company and also at the registered office of the SubsidiaryCompany and will be available to the members of the Company on their request. They arealso available on the website of the Company at www.pacetronix.com.

9. Particulars of contracts or arrangements with Related Parties

During the financial year 2018-19 all contracts/ arrangements/ transactions enteredinto by the Company with its related parties were reviewed and approved by the AuditCommittee. Prior omnibus approvals were obtained from the Audit Committee for relatedparty transactions which were of repetitive nature entered in the ordinary course ofbusiness and on an arm's length basis. No transaction with any related party was inconflict with the interest of the Company.

All Related Party Transactions that were entered into during the financial year were onan arm's length basis and were in compliance with the applicable provisions of theCompanies Act 2013 (‘the Act') and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

Details of the material contracts or arrangements/ transactions during the year isdisclosed in Form AOC-2 as prescribed under Section 134(3) (h) of the Companies Act 2013read with Rule 8(2) of the Companies (Accounts) Rules 2014 and enclosed as Annexure-III.

The Company has adopted a Related Party Transactions Policy and the same is uploaded onthe Company's website www.pacetronix.com .

Suitable disclosures as required under Indian Accounting Standards (Ind AS-24) havebeen made in the Note-35 to the financial statements.

10. Directors and Key Managerial Personnel

At the year ended March 31 2019 the Board of Directors comprised of four Executivedirectors including one women director and four Independent Directors. The Company has oneChief Financial Officer and a Company Secretary.

Independent Directors :

The Independent Directors on the Board of the Company comprise of Mr. Sushil KumarPatni Mr. Rajesh Kumar Bhale Mr. Varun Rawat & Mr. Mahesh Purohit.

Declaration by Independent Directors

All Independent Directors of the Company have given a declaration pursuant to Section149 (7) of the Companies Act 2013 affirming compliance to the criteria of Independence aslaid down under Section 149 (6) of the Companies Act 2013 and Regulation 16 (1) (b) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Based on thedeclaration(s) of Independent Directors the Board of Directors recorded its opinion thatall Independent Directors are independent of the Management and have fulfilled theconditions as specified in the Companies Act 2013 and the Rules made there under and asper Regulation 25 of SEBI (LORD) Regiulations 2015.

Independent Directors are not liable to retire by rotation in terms of Section 149(13)of the Act.

Change in Directors and Key Managerial Personnel: Resignations :

During the year under review Mr. Praveen Badjtaya and Mr. Anil Rathi Non- executiveindependent directors of the Company resigned from the Board w.e.f 3rd August 2018.

During the year under review Ms. Purnima Nagpal Company Secretary of the Companyresigned from the Company w.e.f 10th January 2019.

Appointments :

During the year under review based on the recommendation of Nomination andRemuneration Committee the Board in its meeting held on Tuesday 14th August 2018approved the appointment of Mr. Varun Rawat (DIN: 08203524) Mr. Mahesh Purohit (DIN:07560407) and Mr. Rajesh Bhale (DIN: 01933024) as an Additional directors in the Categoryof Non-Executive Independent Director with effect from 14th August 2018. Further in the30th Annual General Meeting held on 29th September 2018 the members approved theappointment of Mr. Varun Rawat (DIN: 08203524) Mr. Mahesh Purohit (DIN: 07560407) and Mr.Rajesh Bhale (DIN: 01933024) as an Independent Director of the Company for a term uptofive consecutive years commencing from 14th August 2018 upto 13th August 2023. During theyear under review based on the recommendation of Nomination and Remuneration Committeethe Board in its meeting held on Tuesday 14th August 2018 approved the appointment of Mr.Akash Sethi (DIN: 08176396) as an Additional director in the Category of ExecutivePromoter Director with effect from 14th August 2018. Further in the 30th Annual GeneralMeeting held on 29th September 2018 the members approved the appointment of Mr. AkashSethi (DIN: 08176396) as a Joint- Managing Director of the Company with effect from 14thAugust 2018 till 13th August 2021.

During the year under review based on the recommendation of Nomination andRemuneration Committee the Board in its meeting held on Tuesday 14th August 2018approved the re-appointment of Mr. Sushil Kumar Patni as an Independent Director for asecond term of five (5) consecutive years commencing from 01st April 2019 to 31st March2024. Further in the 30th Annual General Meeting held on 29th September 2018 the membersapproved the re-appointment of Mr. Sushil Kumar Patni as an Independent Director.

During the year under review based on the recommendation of Nomination andRemuneration Committee the Board appointed Ms. Harshita Jindal as Company Secretary ofthe Company w.e.f 10th January 2019.

Based on the recommendation of Nomination and Remuneration Committee the Board in itsmeeting held on Tuesday 13th August 2019 proposed the re-appointment of Mr. Atul KumarSethi (DIN: 00245685) as a Managing Director for a further period of three (3) yearscommencing from 01st December 2019 to 30th November 2022 which is subject to the approvalof shareholders in the ensuing Annual General Meeting.

Your Directors recommend the re-appointment of Mr. Atul Kumar Sethi (DIN: 00245685) asa Managing Director of the Company.

Based on the recommendation of Nomination and Remuneration Committee the Board in itsmeeting held on Tuesday 13th August 2019 proposed the re-appointment of Mrs. Amita Sethi(DIN: 00245722) as a Whole Time Director for a further period of three (3) yearscommencing from 01st December 2019 to 30th November 2022 which is subject to the approvalof shareholders in the ensuing Annual General Meeting.

Your Directors recommend the re-appointment of Mrs. Amita Sethi (DIN: 00245722) as aWhole Time Director of the Company

Retire By Rotation :

In accordance with the provisions of Section 152 of the Act and in terms of theArticles of Association of the Company Mrs. Amita Sethi (DIN: 00245722) retires byrotation and being eligible offers herself for reappointment at the ensuing 31st AnnualGeneral Meeting.

Disqualifications of Directors :

During the year declarations received from the Directors of the Company pursuant toSection 164 of the Companies Act 2013. The Board appraised the same and found that noneof the director is disqualified for holding office as director.

Further the Certificate from Practicing Company Secretary certifying that none of thedirectors of the company disqualified for holding office as director of the Company isenclosed with this Board Report.

11. Committees of the Board Of Directors

The Board has three committees which have been constituted as a part of the goodcorporate governance practices and the same are in compliance with the requirements of therelevant provisions of applicable laws and statutes. The following are the details of theBoard Committees during the Financial Year 2018-19: a. Audit Committee b. Nomination &Remuneration Committee c. Stakeholders Relationship Committee Further due to resignationof Mr. Anil Rathi and Mr. Pravin Badjatya Independent Directors of the Company w.e.f.03rd August 2018 there was need for Reconstitution of the various Committees of theBoard. Hence the Board of Directors in their meeting held on 14th August 2018reconstituted the Board Committees with the following person: a. Audit Committee :

1. Sushil Kumar Patni – Chairperson

2. Mahesh Purohit – Member

3. Rajesh Kumar Bhale - Member b. Stakeholder Committee :

1. Sushil Kumar Patni – Chairperson

2. Mahesh Purohit – Member

3. Atul Kumar Sethi – Member c. Nomination and Remuneration Committee:

1. Sushil Kumar Patni – Chairperson

2. Mahesh Purohit – Member

3. Rajesh Kumar Bhale - Member

Audit Committee

At the year ended March 31 2019 the Company has an adequately qualified andexperienced Audit Committee with Mr. Sushil Kumar Patni as Chairperson Mr. Mahesh Purohitand Mr. Rajesh Kumar Bhale as Members. The recommendations of the Audit Committee wereduly approved and accepted by the Board during the year under review.

The details with respect to other Committees their compositions powers roles andterms of reference Meetings held and attendance of the Directors at such Meetings of theCommittees are given in detail in the Report on Corporate Governance of the Company whichforms part of this Report.

12. Meetings of the Board of Directors and its committees a. Board Meetings: During theyear under review the Board has met 10 (Ten) times viz. May 29 2018 (adjourned to May 302018); August 14 2018; August 21 2018; September 27 2018; November 14 2018; December15 2018; January 10 2019; February 13 2019; March 12 2019; March 29 2019; The detailsof meetings of the Board and the attendance of Directors at such Meetings are provided inthe Corporate Governance Report. b. Committee Meetings: During the year under review theCommittees duly met and the details of the Meetings held and attendance of the Directorsat such Meetings are provided in the Corporate Governance Report. c. Separate Meeting ofIndependent Director: During the year under review a separate meeting of IndependentDirectors was held on March 29 2019. Details of the attendance of the Directors at suchMeeting and detail about familiarisation programme is provided in the CorporateGovernance Report.

13. Nomination and Remuneration Policy

Pursuant to the provisions of Section 178(3) of the Companies Act 2013 and Regulation19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theNomination and Remuneration Committee has formulated a policy relating to the remunerationfor the Directors Key Managerial Personnel (KMP) and other employees which is beingapproved and adopted by the Board and has been posted on the website of the Company andcan be accessed through web link http://www.pacetronix.com/investor-corner/policies/.

Salient Features of the policy: The policy covers the following :

1. Definitions

2. Objective of the Committee

3. Appointment Criteria for Directors and Key Management Personnel.

4. Additional Criteria for Appointment of Independent Directors:

5. Tenure of the Directors.

6. Removal of the Directors

7. Remuneration Criteria for Non Executive Directors

8. Remuneration criteria for Directors & Key Managerial Personnel & seniormanagement.

9. Criteria for Evaluation of Performance of Independent Directors and the Board ofDirectors.

Changes made in Nomination and Remuneration Policy

Further the Nomination and Remuneration Policy is amended as per the amendment in theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and such policyis adopted as recommended by the Nomination and Remuneration Committee and approved by theBoard of Directors in their meeting held on 29.03.2019. Further the amended policy hasbeen annexed to this Board Report as Annexure XII

Other Policies :

The details of the Key Policies adopted by the Company are mentioned at Annexure XIIIto the Board's Report.

14. Performance Evaluation of the Board

Pursuant to the provisions of section 134(3)(p) of Companies Act 2013 and Regulation25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015Guidance Note on Board Evaluation issued by the Institute of Company Secretaries of Indiaand the Guidance Note on Board Evaluation issued by the Securities and Exchange Board ofIndia on January 5 2017 the Nomination and Remuneration Committee of the Company hasdefined the evaluation criteria and procedure for the Performance Evaluation process forthe Board its Committees and Directors.

The Board of Directors has carried out an annual performance evaluation of its ownperformance the Directors and the Committees. Performance evaluation of independentDirectors was in accordance with Regulation 17(10) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 which is done by the entire board excludingthe director being evaluated. The performance evaluation of the Chairman and the NonIndependent Directors was carried out by the Independent Directors who also reviewed theperformance of the Board as a whole. The criteria on the basis which the evaluation hasbeen carried out are explained in the Corporate Governance Report.

The performance of the board was evaluated by the board after seeking inputs from allthe Directors on the basis of criteria such as board composition and structureeffectiveness of board processes information and functioning etc. as provided by theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of India Theperformance of the committee was evaluated by the Board after seeking inputs from thecommittee members on the basis of criteria such as the composition of the committeeeffectiveness of committee meetings etc. The Board and the Nomination and RemunerationCommittee reviewed the performance of individual director the basis of criteria such asthe contribution of the individual directors to the board and committee meetingpreparation on the issues to be discussed meaningful and constructive contribution andinputs in meeting etc.

15. Directors' Responsibility Statement

Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that: a. In the preparation of the AnnualAccounts the applicable Accounting Standards have been followed along with properexplanation relating to material departures. b. The Directors have selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofCompany at the end of the financial year and of the profit for the year ended on thatperiod. c. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting frauds and otherirregularities. d. The Directors had prepared the annual accounts on a going concernbasis. e. The Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively. f. The Directors have devised proper system to ensure compliance with theprovisions of all applicable laws and that such system were adequate and operatingeffectively.

16. Auditors : a. Statutory Auditors

Pursuant to the provisions of section 139 of the Act and the rules framed there underat the 28thAnnual General Meeting held on 30th September 2016 Ajay Sharma & CompanyChartered Accountants (ICAI Firm Registration No. 013306C) were appointed as StatutoryAuditors of the Company to hold office till the conclusion of the Annual General Meetingto be held in the calendar year 2021.

The Company has received a certificate from the auditors confirming their eligibilityand willingness for their appointment and affirmation that the appointment is inaccordance with Section 139 read with Section 141 the Act.

Explanation to Auditor's Remark

The Auditors in their report have referred to the notes forming part of the Accountswhich are self-explanatory and does not contain any qualification reservation or adverseremark or disclaimer.

Reporting of fraud by Statutory Auditors

There was no fraud in the Company which was required to report by statutory auditorsof the Company under sub-section (12) of section 143 of Companies Act 2013. b.Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the companyhas appointed Ms Shraddha Jain Practicing Company Secretary to conduct Secretarial Auditfor the financial year 2018-19. The Secretarial Audit Report for the financial year endedMarch 31st 2019 is annexed herewith marked as Annexure IV to this Report.

The Secretarial Audit Report does not contain any qualification reservation or adverseremarks.

c. Cost Record and Cost Audit

The Company does not fall within the provisions of Section 148 of Companies Act 2013read with Companies (Cost records & Audit) Rules 2014 therefore no such recordsrequired to be maintained. d. Internal Auditor

Pursuant to the provisions of Section 138 of the Act read with Rule 13(1)(a) ofCompanies (Accounts) Rules 2014 the Board of Directors of the Company have appointed M.J. Lunkad & Co. Chartered Accountant Indore (Firm Registration No. 003057C) toconduct internal audit for the Company.

17. Internal Financial Controls and its adequacy

The Company has comprehensive Internal Financial Controls system for all majorprocesses including financial statements to ensure reliability of reporting. The systemalso helps management to have timely data on various operational parameters for effectivereview. It also ensures proper safeguarding of assets across the Company and itseconomical use. The internal financial controls system of the Company is commensurate withthe size scale and complexity of its operations. The system and controls are periodicallyreviewed and modified based on the requirement.

The internal and operational audit is entrusted to M. J. Lunkad & Co. InternalAuditors. The main thrust of internal audit is to test and review controls appraisal ofrisks and business processes besides benchmarking controls with best practices in theindustry. Based on the audit observations & suggestions follow up & remedialmeasures are being taken on a regular basis.

18. Particulars of loans guarantees or investments

The Company has neither given any loan nor has made any fresh investments in terms ofsection 186 of the Companies Act 2013. The Company has provided in the previous year theCorporate Guarantee to its Subsidiary Company. Details of investment and guarantee coveredunder the provisions of Section 186 of the Companies Act 2013 are given in the Note No. 3and 32 to the financial statements.

19. Conservation of Energy technology absorption foreign exchange earnings and outgo

The details of Conservation of Energy Technology Absorption Foreign Exchange Earningsand Outgo Pursuant to the provisions of Section 134(3)(m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 is attached as Annexure V to thisreport.

20. Risk Management

The Company recognizes that risk is an integral and unavoidable component of businessand is committed to managing the risk in a proactive and efficient manner. The Company aspart of business strategy has in place a mechanism to identify assess monitor risks andmitigate various risks with timely action.

21. Corporate Social Responsibility

The Company does not meet the requirements of Section 135 of Companies Act 2013 forestablishing Corporate Social Responsibility (CSR) committee; therefore no such committeewas established by the Board.

22. Significant and material orders passed by the regulators or courts

During the year under review there are no significant or material orders passed by theRegulators/ Courts which would impact the future operations/ going concern status of theCompany.

23. Vigil Mechanism/ Whistle Blower Policy

The Company promotes ethical behavior in all its business activities and has put inplace a mechanism for reporting illegal or unethical behavior. Pursuant to the provisionsof Section 177 (9) & (10) of the Companies Act 2013 read with Rule 7 of Companies(Meetings of Board and its Powers) Rules 2014 SEBI(PIT) Regulations 2015 and SEBI(LODR) Regulations 2015 the Company has in place a Vigil Mechanism Policy under whichthe employees are free to report genuine concerns about unethical behaviour actual orsuspected fraud or violation of the Codes of Conduct or policy. The policy is posted onthe website of the Company at www.pacetronix.com . It is hereby affirmed by the Board thatno personnel have been denied access to the Audit Committee to lodge their grievances.

24. Commission received by directors from holding/subsidiary Company

None of the directors has received any commission from the subsidiary Company duringthe financial year 2018-2019 and the Company does not have any holding Company.

25. Disclosure of ratio of remuneration of Directors and Key Managerial Personnel

The prescribed particulars of employees required under section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is enclosed as Annexure VI and forms the part of this Board Report.

26. Particulars of Employees

During the year there was no employee drawing remuneration in excess of Rs.10200000/- p.a. or Rs. 850000/ - p.m. Accordingly information required to be givenpursuant to provisions of Section 197(12) of the Companies Act 2013 read with Rules 5(2)and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 has not been given here.

Further the particulars of top ten employees in terms of remuneration drawn requiredunder section 197(12) of the Companies Act 2013 read with Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended is enclosedas Annexure VII and forms the part of this Board Report.

27. Chief Financial Officer and Managing Director Certification

As required under Regulation 17(8) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Managing Director and Chief Financial Officer of theCompany have certified to the Board regarding the Financial Statements for the year ended31st March 2019 which is enclosed as Annexure VIII and forms the part of this BoardReport.

28. Voting Rights of employees

During the year under review the company has not given loan to any employee forpurchase of its own shares as per section 67(3) (c) of Companies Act 2013.

29. Disclosure regarding issue of Employee Stock Options

The Company has not issued shares under employee's stock options scheme pursuant toprovisions of Section 62 read with Rule 12 of Companies (Share Capital and Debenture)Rules 2014.

30. Disclosure regarding issue of Sweat Equity Shares

The Company has not issued sweat equity shares pursuant to provisions of Section 54read with Rule 8 of Companies (Share Capital and Debenture) Rules 2014 during theFinancial Year.

31. Corporate Governance Report

As per Regulation 15 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirement) Regulations 2015 ("SEBI (LODR) Regulations 2015") thecorporate governance provisions as specified in Regulations 1717A 18 19 20 21 2223 2424A 25 26 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 andpara C D and E of Schedule V are not applicable on the Company. However the Company hascomplied with all the provision of Corporate Governance as per SEBI (LODR) Regulations2015 upto the Quarter ended 31st December 2018 but on 08th April 2019 your Directorsintimated to Stock exchange regarding non-applicability of above corporate Governanceprovisions for the Quarter ended 31st March 2019 and further intimated on 06th July 2019regarding non-applicability of above corporate Governance provisions for the FinancialYear 2019-2020. Further your Company believes in Good Corporate Governance Practices sothe Directors present the Report on Good Corporate Governance for the year ended 31stMarch 2019 to have more transparency and disclosures and the same is attached with thisreport as Annexure – IX.

Auditor's certificate obtained from Ajay Sharma & Co. Chartered Accountants (FirmRegistration No. 013306C) confirming compliance of the Corporate Governance as stipulatedunder the said Regulations is also attached as Annexure X to this Report.

32. Management Discussion and Analysis Report

Management Discussion and Analysis Report in pursuance of requirement of para B ofSchedule V SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isattached to this report as Annexure – XI.

33. Listing at Stock Exchange

The Equity shares of the Company are listed on Bombay Stock Exchange Limited Mumbaiand the Listing Fee for the year 2018-19 has been duly paid.

The Company has complied with SEBI (LODR) Regulations 2015 including payment of AnnualListing Fees up to March 31 2020 to BSE.

34. Compliance of Secretarial Standard

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto ‘Meetings of the Board of Directors' and ‘General Meetings' respectivelyhave been duly followed by the Company.

35. Insurance

The Company's assets are adequately insured against the loss of fire and other risksas consider necessary by the Management from time to time.

36. Business Responsibility Report

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 is not applicableto the Company for the financial year ending March 31 2019.

37. Depository System

The Company's shares are tradable compulsorily in electronic form and the Company hasconnectivity with both the Depositories i.e. National Securities Depository Limited (NSDL)and Central Depository Service (India) Limited (CDSL). As per the SEBI (ListingObligations & Disclosure Requirements) (Fourth Amendment) Regulations 2018 videGazette notification dated June 8 2018 and November 30 2018 Share transfer shall bemandatorily carried out in dematerialized form only w.e.f from April 1 2019. In view ofthe notification members are requested to avail the facility of Dematerialization of theCompany's shares on either of the Depositories mentioned as aforesaid.

38. Environment and Safety

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances environmental regulations and preservation ofnatural resources.

39. Industrial Relations

Industrial relations remained cordial throughout the year. Your Directors recognize andappreciate the sincere hard work loyal dedicated efforts and contribution of all theemployees in the growth and performance of the Company during the year.

The Company continues to accord a very high priority to both industrial safety andenvironmental protection and these are ongoing processes at the Company's plant andfacilities to maintain high awareness levels. The Company as a policy re-evaluates safetystandards and practices from time to time in order to raise the bar of safety for itspeople as well as users and customers.

40. Disclosures as required under Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and Constitution of Internal Complaints Committee:

The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules made there under. The Policy aims toprovide protection to employees at the workplace and prevent and redress complaints ofsexual harassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure. The Policy has alsobeen posted on the website of the Company and can be accessed through web linkhttp://www.pacetronix.com/investor-corner/policies/.

Pursuant to section 4 of The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 the Directors has constituted Internal ComplaintsCommittee in the Company for the purpose of redressal of the complaints of the womenemployees and for rendering all assistance to the woman employee making the complaint.

During the year under review the Company has not received any grievance/complaint fromany women employee. 41. Acknowledgements

Your Directors place on record their gratitude to all the Government and semigovernment departments and Company's Bankers for the assistance and co-operation andencouragement they extended to the Company. Your Directors also wish to place on recordtheir sincere thanks and appreciation for the continuing support and unstinting efforts ofCustomer Vendors Employees and all other stakeholders in ensuring an excellent allaround operational performance.

For and on behalf of the Board of

Shree Pacetronix Limited

Akash Sethi Vikas Gokhale Date: 13/08/2019 Joint Managing Director Whole time DirectorPlace: Pithampur (DIN - 08176396) (DIN - 05193393)