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Shree Pacetronix Ltd.

BSE: 527005 Sector: Health care
NSE: N.A. ISIN Code: INE847D01010
BSE 13:29 | 08 Dec 29.85 -1.55
(-4.94%)
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31.40

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31.40

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NSE 05:30 | 01 Jan Shree Pacetronix Ltd
OPEN 31.40
PREVIOUS CLOSE 31.40
VOLUME 950
52-Week high 31.40
52-Week low 8.32
P/E 25.51
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 29.85
Sell Qty 2484.00
OPEN 31.40
CLOSE 31.40
VOLUME 950
52-Week high 31.40
52-Week low 8.32
P/E 25.51
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 29.85
Sell Qty 2484.00

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-SecondBoard's Report of Shree Pacetronix Limited together with the Standalone and ConsolidatedAudited Financial Statements for the year ended March 31 2020.

1. State of Affairs Financial Performance and Future Outlook:

a. Financial Performance

The financial highlights and summarized financial results of theCompany are given below:

Particulars

Standalone

Consolidated

Year ended 2019- 2020 Year ended 2018-2019 Year ended 2019- 2020 Year ended 2018-2019
Revenue from operations 87603994 72663988 87651994 72799999
Other Income 388836 1666637 437548 1680137
Total Expenses [excluding interest & depreciation] 75303859 65319954 75876112 65200767
Profit before Interest Depreciation & Tax 12688971 9010671 12213430 9279369
Less: Depreciation 5066530 3763830 5067324 3765142
Less: Interest 3489928 2818714 3610627 2971995
Profit/(Loss) Before Tax 4132513 2428127 3535479 2542232
Less: Tax Expenses
Current Tax 1745449 719464 1749707 719464
Deferred Tax (367600) 298090 (586750) 410390
Net Profit/(Loss) after Tax 2754664 1410573 2372522 1412378
Attributable to:
Equity Holders - - 2372872 1412376
Non-controlling interest - - (350) 2
Add: Amount brought forward from Last Year 11099766 9689193 10147886 8735510
Balance carried forward to Balance Sheet 13854430 11099766 12520758 10147886

The Company's financial statements for the year ended March 31 2020are the financial statements prepared in accordance with Indian Accounting Standards(IND-AS) notified under the Companies (Indian Accounting Standards) Rules 2015 as amendedfrom time to time and as applicable.

Standalone: During the Financial Year ended on 31st March 2020 yourCompany has achieved on standalone basis an operational turnover of Rs. 876.04 Lakhs asagainst an operational turnover of Rs. 726.64 Lakhs in the previous Financial Year and theProfit after Tax of Rs. 27.54 Lakhs as against Profit after Tax of Rs. 14.10 Lakhs in theprevious Financial Year. The Company registered a growth on standalone basis and itsoverall performance in the current year is increased compared to the performance inPrevious Year.

b. Performance of Subsidiary and overall contribution to theperformance of the Company

The Company has one subsidiary named 'Shree Coratomic Limited' detailsof which explained in extract of annual return 'MGT-9'.

On consolidated basis your Company has achieved operational turnoverof Rs. 876.52 Lacs as against an operational turnover of Rs. 728.00 Lacs in the previousFinancial Year and the Profit after Tax of Rs. 23.72 Lacs as against Profit after Tax ofRs. 14.12 Lacs in the previous Financial Year. The subsidiary on its standalone basisreported loss during the year and its overall performance is reduced as against theprevious financial year. However the subsidiary is striving hard to improve itsperformance and contribute to the growth of the Company.

c. Operations And Future Outlook

The Company is the one and only Company in India being engaged inmanufacturing of different types of Pacemakers. The global market for pacemakers isgrowing at a significant rate due to increase in the incidences of cardiovasculardisorders and increasing awareness. In addition rising prevalence of heart diseasesfavorable reimbursement scenario growing geriatric population government initiatives andtechnological advancements are the major factors driving the global market for pacemakers.

The Prime Minister's 'vocal for local' mantra has also brought out thesignificance for our local brands to have a global presence. India is the biggest and thefastest-growing market in the world for the majority of the product categories. With amore than 30 years of experience we continue to aspire with great zeal and vigour torealize our PM's mission of "Make in India" and "Self Reliance".

In the last month of FY 2020 the COVID-19 pandemic developed rapidlyinto a global crisis forcing governments to enforce lockdowns of all economic activity.The Company operates in a single segment of manufacturing of Medical Device i.e. Pacemakerwhich is health product covered under the Essential Commodities Act 1955. This helped theCompany operate optimally during the lockdown period. However the impact of COVID-19pandemic on the overall economic environment being uncertain and as the situation isunprecedented the Company is closely monitoring the situation and expects the normalbusiness depending on the factors caused by COVID-19 and associated issues.

d. Change in nature of Business

During the year there was no change in business activity of thecompany.

e. Changes in Share Capital

During the Financial Year 2019-2020 there was no change in capitalstructure of the Company. The paid up equity capital as on March 31 2020 was Rs.35994000 (Rupees Three Crores Fifty Nine Lakhs and Ninety Four Thousand Only) dividedinto 3599400 equity shares of Rs. 10/- each. During the year under review the Companyhas not issued shares with differential voting rights nor has granted any stock option orsweat equity shares. None of the Directors of the company hold instruments convertibleinto 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 the Company has not transferred any amount to thegeneral reserves or any other reserves as the Company retains the entire amount of profitsas retained earnings.

3. Dividend

Your Directors have not recommended any Dividend for the year underreview.

4. Deposits

During the year under review the Company did not accept any depositswithin the meaning of provisions of Section 73 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014. Further the Company has not accepted anydeposit or loans in contravention of the provisions of the Chapter V of the Companies Act2013 and the Rules made there under.

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

There are no material changes and commitments affecting financialposition of the company which have occurred between the end of the financial year of thecompany to which financial 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 315tMarch 2020 in Form MGT - 9 in accordance with Section 92(3) of the Companies Act 2013read with Companies (Management and Administration) Rules 2014 are set out in theAnnexure I to this report and is also available on the website of the Company atwww.pacetronix.com.

Further as per section 134(3)(a) of the Companies Act 2013 read withCompanies (Management and Administration) Rules 2014 and amendments thereof The AnnualReturn of the Company as on 31st March 2019 in Form MGT-7 has been posted on the websiteof the Company athttps://www.pacetronix.com/products/leads/dsp-bipolar-lead-3952-vb/other-shareholders-information/and after filing the Annual Return for the Financial Year 31st March 2020 inForm MGT - 7 the same will be posted on website of the Company at www.pacetronix.com.

7. Subsidiary Associate Companies or Joint Ventures of the CompanySubsidiary:

The Company lias one Indian subsidiary "Shree CoratomicLimited"; details are explained in extract of the Annual Return. Pursuant to Section129(3) of the Companies Act 2013 the consolidated financial statements of the Companyand its subsidiary which forms part of this Annual Report is prepared in accordance withthe relevant Indian Accounting Standards (IND-AS) as per the Companies (Indian AccountingStandards) Rules 2015 as amended and notified under Section 133 as applicable along withother relevant provisions of the Act. The annual Financial Statements of the subsidiaryand related detailed information is available on the website of the Company atwww.pacetronix.com.

In accordance with Section 129 (3) of the Companies Act 2013 aseparate statement containing salient features of the financial statement of thesubsidiary of the Company in Form AOC-1 is given in Annexure

II.

Further pursuant to Regulation 16 (1) (c) of SEBI (LODR) Regulations2015 as amended the Subsidiary falls under the criteria of the Material Subsidiary of theCompany and in compliance of the same the Company has also formulated a policy fordetermining 'material' subsidiary which is also available on the website of the Company atwww.pacetronix.com.

Associate Company or Joint Venture: The Company does not have any jointventure or associate Company at the beginning or closing or any time during the year2019-2020

8. Consolidated Financial Statements

Pursuant to Section 129(3) of the Companies Act 2013 the ConsolidatedFinancial Statements of the Company and its subsidiary is prepared in accordance withIndian Accounting Standards (IND -AS) as per the Companies (Indian Accounting Standards)Rules 2015 as amended and notified under Section 133 as applicable along with otherrelevant provisions of the Act. During the year under review no Company has become orceased to be a subsidiary of the Company.

In terms of Section 136 of the Companies Act 2013 ('the Act) theFinancial Statements of the subsidiary and related detailed information will be kept atthe Registered 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 2019-2020 all contracts/ arrangements/transactions entered into by the Company with its related parties were reviewed andapproved by the Audit Committee and the Board. Prior omnibus approvals were obtained fromthe Audit Committee for related party transactions which were of repetitive natureentered in the ordinary course of business and on an arm's length basis. No transactionwith any related party was in conflict with the interest of the Company.

All Related Party Transactions that were entered into during thefinancial year were on an arm's length basis and were in compliance with the applicableprovisions of the Companies Act 2013 ('the Act) and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015

Details of the material contracts or arrangements/ transactions duringthe financial year is disclosed in Form AOC-2 as prescribed under Section 134(3) (h) ofthe Companies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 andenclosed as Annexune-TTT.

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

Suitable disclosures as required under Indian Accounting Standards (IndAS-24) have been made in the Note-35 to the Standalone financial statements.

10. Directors and Key Managerial Personnel

At the year ended March 31 2020 the Board of Directors comprised offour Executive directors including one women director and four Independent Directors. TheCompany has one Chief Financial Officer and a Company Secretary.

Independent Directors:

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

Declaration by Independent Directors

All Independent Directors of the Company have furnished a declarationpursuant to Section 149(7) of the Companies Act 2013 affirming compliance to the criteriaof Independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 16(l)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and there has been no change in the circumstances which may affect their status asIndependent Director during the year. Independent Directors have also submitteddeclaration that they have registered themselves on the online data bank of IndianInstitute of Corporate Affairs (IICA) in accordance with the Companies (Appointment andQualification of Directors) Fifth Amendment Rules 2019 except Mr. Varun Rawat who declareto register himself before the due date.

Based on the declaration(s) of Independent Directors the Board ofDirectors recorded its opinion that all Independent Directors are independent of theManagement and have fulfilled the conditions as specified in the Companies Act 2013 andthe Rules made there under and as per Regulation 25 of SEBI (LODR) Regulations 2015.

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

Change in Directors and Key Managerial Personnel:

During the year under review there was no change in Composition ofBoard of Directors and Key Managerial Personnel of the Company.

The Members at the 31st Annual General Meeting of the Company held on28th September 2019 approved the appointment of Mrs. Amita Sethi (DIN: 00245722) WholeTime Director who was liable to retire by rotation and being eligible offered herself forreappointment.

Further the members at the 31st Annual General Meeting of the Companyhave re- appointed Mr. Atul Kumar Sethi (DIN: 00245685) as a Managing Director of theCompany for a further term of 3 years i.e. from 1st December 2019 to 30th November 2022and also re- appointed Mrs. Amita Sethi (DIN: 00245722) as a Whole Time Director of theCompany for a further term of 3 years i.e. from 1st December 2019 to 30th November 2022.

Directors seeking re-appointment at the ensuing 32nd AnnualGeneral Meeting:

Based on the recommendation of Nomination and Remuneration Committeethe Board in its meeting held on Tuesday 25th August 2020 proposed there-appointment of Mr. Vikas Gokhale (DIN: 05193393) as a Whole Time Director of theCompany for a further period of three (3) years commencing from 30th January2021 to 29th January 2024 which is subject to the approval of shareholders inthe ensuing 32nd Annual General Meeting.

Your Directors recommend the re-appointment of Mr. Vikas Gokhale (DIN:05193393) as a Whole Time Director of the Company.

Based on the recommendation of Nomination and Remuneration Committeethe Board in its meeting held on Tuesday 25th August 2020 proposed the re-appointment ofMr. Akash Sethi (DIN: 08176396) as a Joint Managing Director of the Company for a furtherperiod of three (3) years commencing from 14th August 2021 to 13thAugust 2024 which is subject to the approval of shareholders in the ensuing 32ndAnnual General Meeting.

Your Directors recommend the re-appointment of Mr. Akash Sethi (DIN:08176396) as a Joint Managing Director of the Company.

Director liable to Retire Bv Rotation:

In accordance with the provisions of Section 152 of the Companies Act2013 and in terms of the Articles of Association of the Company Mr. Akash Sethi (DIN:08176396) Joint Managing Director of the Company is liable to retire by rotation andbeing eligible offers himself for reappointment at the ensuing 32nd AnnualGeneral Meeting.

Your directors recommend to pass necessary resolution as proposed inthe Item No. 2 of the Notice of the 32nd Annual General Meeting.

Disqualifications of Directors:

During the year declarations received from the Directors of the Companypursuant to Section 164 of the Companies Act 2013. The Board appraised the same and foundthat none of the director is disqualified for holding office as director.

Further the Certificate from Practicing Company Secretary certifyingthat none of the directors of the company disqualified for holding office as director ofthe Company is enclosed with this Board Report.

11. Committees of the Board of Directors

The Board has three committees which have been constituted incompliance with the requirements of the relevant provisions of applicable laws andstatutes. The following are the details of the Board Committees during the Rnancial Year2019-2020:

a. Audit Committee

b. Nomination & Remuneration Committee

c. Stakeholders Relationship Committee

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 2020 the Company has an adequatelyqualified and experienced Audit Committee with Mr. Sushil Kumar Patni as Chairperson Mr.Mahesh Purohit and Mr. Rajesh Kumar Bhale as Members. The recommendations of the AuditCommittee were duly approved and accepted by the Board during the year under review.

The details with respect to other Committees their compositionspowers roles and terms of reference Meetings held and attendance of the Directors atsuch Meetings of the Committees are given in detail in the Report on Corporate Governanceof the Company which forms part of this Report.

12. Meetings of the Board of Directors and its committees

a. Board Meetings: During the year under review the Board has met 4(Four) times viz. May 30 2019 August 13 2019; November 14 2019; February 13 2020; Thedetails of meetings of the Board and the attendance of Directors at such Meetings areprovided in the Corporate Governance Report.

b. Committee Meetings: During the year under review the Committeesduly met and the details of the Meetings held and attendance of the Directors at suchMeetings are provided in the Corporate Governance Report.

c. Separate Meeting of Independent Director: During the year underreview a separate meeting of Independent Directors was held on March 9 2020. Details ofthe attendance of the Directors at such Meeting and detail about familiarisationprogramme is provided in the Corporate Governance Report.

13. Nomination and Remuneration Policy

Pursuant to the provisions of Section 178(3) of the Companies Act 2013and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Nomination and Remuneration Committee has formulated a policyrelating to the remuneration for the Directors Key Managerial Personnel (KMP) and otherSenior Management Personnel which is being approved and adopted by the Board and has beenposted on the website of the Company and can be accessed through web linkhttp://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 Personnecl.

4. Additional Criteria for Appointment of Independent Directors:

5. Tenure of the Directors.

6. Removal of the Director KMP or Senior Management Personnel

7. Remuneration Criteria for Non Executive Directors

8. Remuneration criteria for Directors & Key Managerial Personnel& senior management.

9. Criteria for Evaluation of Performance of Independent Directors andthe Board of Directors.

The Nomination and Remuneration Policy of the Company is placed on theCompany's website at

http://www.pacetronix.com/wp-content/uploads/2019/lQ/Norriination%20and%20RerTiurieration%2C)Policy.pdf

Other Policies:

The other policies adopted by the Company pursuant to the provisions ofthe Companies Act 2013 and SEBI Regulations are placed on the Company's website athttp://www.pacetronix.com/investor-corner/policies/.

14. Performance Evaluation of the Board

Pursuant to the provisions of section 134(3)(p) of Companies Act 2013and Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Guidance Note on Board Evaluation issued by the Institute of CompanySecretaries of India and the Guidance Note on Board Evaluation issued by the Securitiesand Exchange Board of India on January 5 2017 the Nomination and Remuneration Committeeof the Company has defined the evaluation criteria and procedure for the PerformanceEvaluation process for the Board its Committees and Directors.

The Board of Directors has carried out an annual performance evaluationof its own performance the Directors and the Committees. Performance evaluation ofindependent Directors was in accordance with Regulation 17(10) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 which is done by the entireboard excluding the director being evaluated. The performance evaluation of 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 seekinginputs from all the Directors on the basis of criteria such as board composition andstructure effectiveness of board processes information and functioning etc. as providedby the Guidance Note on Board Evaluation issued by the Securities and Exchange Board ofIndia.

The performance of the committee was evaluated by the Board afterseeking inputs from the committee members on the basis of criteria such as the compositionof the committee effectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed theperformance of individual director on the basis of criteria such as the contribution ofthe individual directors to the board and committee meeting like preparation on the issuesto be discussed meaningful and constructive contribution and inputs in meeting etc.

15. Directors' Responsibility Statement

Pursuant to section 134(5) of the Companies Act 2013 the board ofdirectors to the best of their knowledge and ability confirm that:

a. In the preparation of the Annual Accounts the applicable AccountingStandards have been followed along with proper explanation relating to materialdepartures.

b. The Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit for the year ended on that period.

c. The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities.

d. The Directors had prepared the annual accounts on a going concernbasis.

e. The Directors have laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.

f. The Directors have devised proper system to ensure compliance withthe provisions 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 rulesframed there under at the 28th Annual General Meeting held on 30th September2016 Ajay Sharma & Company Chartered Accountants (ICAI Firm Registration No.013306C) were appointed for a term of five consecutive years as Statutory Auditors of theCompany to hold office till the conclusion of the Annual General Meeting to be held in thecalendar year 2021.

In accordance with Notification No. GSR 432(E) issued on 07thMay 2018 by the Ministry of Corporate Affairs the appointment of statutory auditors isnot required to be ratified at every Annual General Meeting.

The Company has received a certificate from the auditors confirmingtheir eligibility and willingness for their appointment and affirmation that theappointment is in accordance with Section 139 read with Section 141 of the Act.

Explanation to Auditor's Remark

The Auditors in their report have referred to the notes forming part ofthe Accounts which are selfexplanatory and does not contain any qualification reservationor adverse remark or disclaimer.

Reporting of fraud by Statutory Auditors

There was no fraud in the Company which was required to report bystatutory auditors of the Company under sub-section (12) of section 143 of Companies Act2013.

b. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 the Board of Directors of the Company has appointed Ms. Shraddha JainPracticing Company Secretary Indore (M.P.) to conduct Secretarial Audit of the Companyfor the financial year 2019-2020. The Secretarial Audit Report for the financial yearended March 31st 2020 is annexed herewith marked as Annexure IV to this Report.

The Secretarial Audit Report does not contain any qualificationreservation or adverse remarks or disclaimer.

c. Cost Record and Cost Audit

The Company does not fall within the provisions of Section 148 ofCompanies Act 2013 read with the Companies (Cost records 8i Audit) Rules 2014 as amendedfrom time to time therefore no such records required to be maintained.

d. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act 2013read with Rule 13(l)(a) of Companies (Accounts) Rules 2014 the Board of Directors of theCompany have appointed M. J. Lunkad 8i Co. Chartered Accountant Indore (FirmRegistration No. 003057C) to conduct internal audit of the Company for the financial year2019-2020.

17. Internal Financial Controls and its adequacy

Your Company has comprehensive Internal Financial Controls system forall major processes including financial statements to ensure reliability of reporting. Thesystem also helps management to have timely data on various operational parameters foreffective review. 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 for financial year 2019-2020 isentrusted to M. J. Lunkad & Co. Internal Auditors. The main thrust of internal auditis to test and review controls appraisal of risks and business processes besidesbenchmarking controls with best practices in the industry. Based on the audit observations& suggestions follow up & remedial measures are being taken on a regular basis.

18. Particulars of loans guarantees or investments

During the Financial Year 2019-2020 your Company has not given anyloan guarantee or investments to any body corporate in terms of section 186 of theCompanies Act 2013. However the Company has provided Corporate Guarantee to itsSubsidiary Company in the financial year 2017-2018. Details of investment and guaranteecovered under the provisions of Section 186 of the Companies Act 2013 are given in theNote No. 3 and 32 to the financial statements.

19. Conservation of Energy technology absorption foreign exchangeearnings and outgo

The details of Conservation of Energy Technology Absorption ForeignExchange Earnings and Outgo pursuant to the provisions of Section 134(3)(m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is attachedas Annexure V to this report.

20. Risk Management

The Company recognizes that risk is an integral and unavoidablecomponent of business and is committed to managing the risk in a proactive and efficientmanner. The Company as part of business strategy has in place a mechanism to identifyassess monitor risks and mitigate various risks with timely action.

21. Corporate Social Responsibility

The Company does not fall under the provisions of the Section 135 ofthe Companies Act 2013 and the rules made their under. Hence the obligations undersection 135 of the Companies Act 2013 are not applicable to the Company.

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

During the year under review there are no significant or materialorders passed by the Regulators/ Courts which would impact the future operations/ goingconcern status of the Company.

23. Vigil Mechanism/ Whistle Blower Policy

The Company promotes ethical behavior in all its business activitiesand has put in place a mechanism for reporting illegal or unethical behavior. Pursuant tothe provisions of Section 177 (9) &(10) of the Companies Act 2013 read with Rule 7 ofCompanies (Meetings of Board and its Powers) Rules 2014 SEBI (PIT) Regulations 2015 andSEBI (LODR) Regulations 2015 the Company has in place a Vigil Mechanism Policy underwhich the employees are free to report genuine concerns about unethical behaviour actualor suspected 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 subsidiaryCompany during the financial year 2019-2020 and the Company does not have any holdingCompany.

25. Disclosure of ratio of remuneration of Directors and Key ManagerialPersonnel

The prescribed particulars of employees required under section 197(12)of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is enclosed as Annexure VI and forms thepart of this Board Report.

26. Particulars of Employees

During the year there was no employee drawing remuneration in excessof Rs. 10200000/- p.a. or Rs. 850000/- p.m. Accordingly information required to begiven pursuant to provisions of Section 197(12) of the Companies Act 2013 read with Rules5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 has not been given here.

Further during the year none of the employees received remunerationin excess of that drawn by the Managing Director or Whole-time director and none of theemployees along with his spouse and dependent children holds two percent of the equityshares of the Company.

Further the particulars of top ten employees in terms of remunerationdrawn required under section 197(12) of the Companies Act 2013 read with Rule 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014as amended is enclosed as 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 andDisclosure Requirements) Regulations 2015 the Joint Managing Director and ChiefFinancial Officer of the Company have certified to the Board regarding the FinancialStatements for the year ended 31st March 2020 which is enclosed as Annexure VIII andforms the part of this Board Report.

28. Voting Rights of employees

During the year under review the company has not given loan to anyemployee for purchase 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 schemepursuant to provisions of Section 62 read with Rule 12 of Companies (Share Capital andDebenture) Rules 2014.

30. Disclosure regarding issue of Sweat Equity Shares

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

31. Corporate Governance Report

As per Regulation 15 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirement) Regulations 2015 ("SEBI (LODR) Regulations2015") the corporate governance provisions as specified in Regulations 1717A 1819 20 21 22 23 2424A 25 26 27 and clauses (b) to (i) of subregulation (2) ofregulation 46 and para C D and E of Schedule V are not applicable on the Company as thepaid up capital of the Company is less than Rs. 10 Crores and the net worth of the Companyis less than Rs. 25 Crores as on the last day of the previous financial year.

Hence on 06th July 2019 your Directors intimated to Stock exchangeregarding non applicability of above corporate governance provisions for the financialyear 2019-2020. However your Company has voluntary followed Corporate Governance Practiceas far as possible.

As a good corporate governance practice your Directors present theReport on Corporate Governance provisions as prescribed under SEBI (LODR) Regulations2015 for the year ended 31st March 2020 to have more transparency and disclosures and thesame is attached with this report as Annexure — IX.

Certificate from Practicing Company Secretary confirming compliance ofthe Corporate Governance as stipulated under the said Regulations is also attached asAnnexure-X to this Report.

32. Management Discussion and Analysis Report

Management Discussion and Analysis Report in pursuance of requirementof Para B of Schedule V SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is attached to this report as Annexure -XI.

33. Listing at Stock Exchange

The Equity shares of the Company are listed on BSE Limited Mumbai andthe Listing Fee for the year 20192020 has been duly paid.

The Company has complied with SEBI (LODR) Regulations 2015 includingpayment of Annual Listing Fees up to March 31 2021 to BSE Limited.

34. Compliance of Secretarial Standard

The Directors state that applicable Secretarial Standards i.e. SS-1and SS-2 relating to 'Meetings of the Board of Directors' and 'General Meetings'respectively have been duly followed by the Company.

35. Insurance

The Company's assets are adequately insured against the loss of fireand other risks as 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 notapplicable to the Company for the financial year ending March 31 2020.

37. Depository System

The Company's shares are tradable compulsorily in electronic form andthe Company has connectivity with both the Depositories i.e. National SecuritiesDepository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). As perthe SEBI (Listing Obligations & Disclosure Requirements) (Fourth Amendment)Regulations 2018 vide Gazette notification dated June 8 2018 and November 30 2018Share transfer shall be mandatorily carried out in dematerialized form only w.e.f fromApril 1 2019. In view of the notification members are requested to avail the facility ofDematerialization of the Company's shares on either of the Depositories mentioned asaforesaid.

38. Provision of Voting by Electronic Means through remote e-voting ande-voting at the Agm:

Your Company is providing E-voting facility as required under section108 of the Companies Act 2013 read with Rule 20 of the Companies (Management andAdministration) Amendment Rules 2015. The ensuing AGM will be conducted through VC/OVAMand no physical meeting will be held and your company has make necessary arrangements withCDSL to provide facility for remote e-voting and e-voting at AGM. The details regardinge-voting facility is being given with the notice of the Annual General Meeting.

39. Environment and Safety

The Company is conscious of the importance of environmentally clean andsafe operations. The Company's policy requires conduct of operations in such a manner soas to ensure safety of all concerned compliances environmental regulations andpreservation of natural resources.

40. Industrial Relations

Industrial relations remained cordial throughout the year. YourDirectors recognize and appreciate the sincere hard work loyal dedicated efforts andcontribution of all the employees in the growth and performance of the Company during theyear.

The Company continues to accord a very high priority to both industrialsafety and environmental protection and these are ongoing processes at the Company's plantand facilities to maintain high awareness levels. The Company as a policy re-evaluatessafety standards and practices from time to time in order to raise the bar of safety forits people as well as users and customers.

41. Disclosures as required under Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and Constitution of InternalComplaints Committee:

The Company has zero tolerance for sexual harassment at workplace andhas adopted a Policy on Prevention Prohibition and Redressal of Sexual Harassment at theWorkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules made there under. ThePolicy aims to provide protection to employees at the workplace and prevent and redresscomplaints of sexual harassment and for matters connected or incidental thereto with theobjective of providing a safe working environment where employees feel secure. The Policyhas also been 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(Prevention Prohibition and Redressal) Act 2013 the Directors has constituted InternalComplaints Committee in the Company for the purpose of redressal of the complaints of thewomen employees and for rendering all assistance to the woman employee making thecomplaint.

During the year under review the Company has not received anygrievance/complaint from any women employee.

42. Acknowledgements

Your Directors place on record their sincere appreciation andgratitude to all the Government and semi government departments and Company's Bankers forthe assistance and co-operation and encouragement they extended to the Company. YourDirectors also wish to place on record their sincere thanks and appreciation for thecontinuing support and unstinting efforts of Customer Vendors Employees and all otherstakeholders for valuable contribution in the working and growth of the Company.

For and on behalf of the Board of
Shree Pacetronix Limited
Date: 25/08/2020
Place: Pithampur
Atul Kumar Sethi Vikas Gokhale
Managing Director Whole time Director
(DIN:00245685) (DIN:05193393)

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